82 FR 24406 - TICC Capital Corp., et al.
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 101 (May 26, 2017)
Federal Register Volume 82, Issue 101 (May 26, 2017)
| Page Range | 24406-24411 | |
| FR Document | 2017-10830 |
[Federal Register Volume 82, Number 101 (Friday, May 26, 2017)] [Notices] [Pages 24406-24411] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-10830] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32641; 812-14707] TICC Capital Corp., et al. May 19, 2017 AGENCY: Securities and Exchange Commission (``Commission''). ACTION: Notice. ----------------------------------------------------------------------- Notice of application for an order under sections 17(d) and 57(i) of the Investment Company Act of 1940 (the ``Act'') and rule 17d-1 under the Act permitting certain joint transactions otherwise prohibited by sections 17(d) and 57(a)(4) of the Act and under rule 17d-1 under the Act. Summary of Application: Applicants request an order to permit certain closed-end management investment companies to co-invest in portfolio companies with each other and with affiliated investment funds. Applicants: TICC Capital Corp. (``TICC''), Oxford Lane Capital Corp. (``OXLC'' and together with TICC, the ``Existing Regulated Funds''), TICC Management, LLC (``TICC Adviser'') on behalf of itself and its successors,\1\ Oxford Lane Management, LLC (``OXLC Adviser''), Oxford Bridge, LLC (the ``Private Fund''), and Oxford Bridge Management, LLC (the ``Private Fund Adviser''). --------------------------------------------------------------------------- \1\ The term ``successor,'' as applied to each Adviser (as defined below), means an entity that results from a reorganization into another jurisdiction or change in the type of business organization. --------------------------------------------------------------------------- Filing Dates: The application was filed on October 13, 2016, and amended on February 7, 2017 and May 12, 2017. Hearing or Notification of Hearing: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission's Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on June 13, 2017, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a [[Page 24407]] hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission's Secretary. ADDRESSES: Brent J. Fields, Secretary, U.S. Securities and Exchange Commission, 100 F St. NE., Washington, DC 20549-1090. Applicants: TICC Capital Corp. and Oxford Lane Capital Corp., 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830, Attention: Jonathan H. Cohen. FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at (202) 551-3038 or Robert H. Shapiro, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site by searching for the file number, or for an applicant using the Company name box, at http://www.sec.gov/search/search.htm or by calling (202) 551-8090. Applicants' Representations 1. TICC is a Maryland corporation organized as a closed-end management investment company that has elected to be regulated as a business development company (``BDC'') under section 54(a) of the Act.\2\ The Objectives and Strategies \3\ of TICC are to maximize its risk adjusted total return by investing primarily in corporate debt securities. The board of directors of TICC (the ``Board'') \4\ is comprised of five directors, three of whom are not ``interested persons,'' within the meaning of section 2(a)(19) of the Act (``Non- Interested Directors''). --------------------------------------------------------------------------- \2\ Section 2(a)(48) defines a BDC to be any closed-end investment company that operates for the purpose of making investments in securities described in sections 55(a)(1) through 55(a)(3) of the Act and makes available significant managerial assistance with respect to the issuers of such securities. \3\ ``Objectives and Strategies'' means the investment objectives and strategies of a Regulated Fund (as defined below), as described in the Regulated Fund's registration statement on Form N- 2, other filings the Regulated Fund has made with the Commission under the Securities Act of 1933 (the ``Securities Act''), or under the Securities Exchange Act of 1934, and the Regulated Fund's reports to shareholders. \4\ The term ``Board'' refers to the board of directors or trustees of any Regulated Fund. --------------------------------------------------------------------------- 2. OXLC is a Maryland corporation that is a non-diversified closed- end management investment company registered as an investment company under the Act. OXLC's Objectives and Strategies are to maximize its portfolio's risk-adjusted total return by purchasing portions of equity and junior debt tranches of collateralized loan obligation (``CLO'') vehicles. The Board of OXLC is comprised of five directors, three of whom are Non-Interested Directors. 3. The Private Fund is a Delaware limited liability company with the investment objective to maximize its portfolio's risk-adjusted total return by investing primarily in structured finance investments, specifically the equity and junior debt tranches of CLO vehicles and in warehouse facilities. The Private Fund would be an investment company but for the exclusion from the definition of investment company provided by section 3(c)(1) or 3(c)(7) of the Act. 4. TICC Adviser is a Delaware limited liability company and is registered as an investment adviser under the Investment Advisers Act of 1940 (the ``Advisers Act''). TICC Adviser serves as the investment adviser to TICC. 5. OXLC Adviser is a Connecticut limited liability company and is registered as an investment adviser under the Advisers Act. OXLC Adviser serves as the investment adviser to OXLC. 6. The Private Fund Adviser is a Connecticut limited liability company and is registered as an investment adviser under the Advisers Act. The Private Fund Adviser serves as the investment adviser to the Private Fund. 7. Applicants seek an order (``Order'') to permit one or more Regulated Funds \5\ and/or one or more Affiliated Funds \6\ to participate in the same investment opportunities through a proposed co- investment program (the ``Co-Investment Program'') where such participation would otherwise be prohibited under section 57(a)(4) and rule 17d-1 by (a) co-investing with each other in securities issued by issuers in private placement transactions in which an Adviser negotiates terms in addition to price \7\ and (b) making additional investments in securities of such issuers, including through the exercise of warrants, conversion privileges, and other rights to purchase securities of the issuers (``Follow-On Investments''). ``Co- Investment Transaction'' means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub, as defined below) participated together with one or more other Regulated Funds and/or one or more Affiliated Funds in reliance on the requested Order. ``Potential Co-Investment Transaction'' means any investment opportunity in which a Regulated Fund (or its Wholly-Owned Investment Sub) could not participate together with one or more Affiliated Funds and/or one or more other Regulated Funds without obtaining and relying on the Order.\8\ --------------------------------------------------------------------------- \5\ ``Regulated Fund'' means any of the Existing Regulated Funds and any Future Regulated Fund. ``Future Regulated Fund'' means any closed-end management investment company (a) that is registered under the Act or has elected to be regulated as BDC, (b) whose investment adviser is an Adviser, and (c) that intends to participate in the Co-Investment Program. The term ``Adviser'' means (a) TICC Adviser, (b) OXLC Adviser, (c) the Private Fund Adviser, and (d) any future investment adviser that controls, is controlled by or is under common control with TICC Adviser, OXLC Adviser and the Private Fund Adviser and is registered as an investment adviser under the Advisers Act. \6\ ``Affiliated Fund'' means the Private Fund and any Future Affiliated Fund. ``Future Affiliated Fund'' means any entity (a) whose investment adviser is an Adviser, (b) that would be an investment company but for section 3(c)(1) or 3(c)(7) of the Act, and (c) that intends to participate in the Co-Investment Program. \7\ The term ``private placement transactions'' means transactions in which the offer and sale of securities by the issuer are exempt from registration under the Securities Act. \8\ All existing entities that currently intend to rely upon the requested Order have been named as applicants. Any other existing or future entity that subsequently relies on the Order will comply with the terms and conditions of the application. --------------------------------------------------------------------------- 8. Applicants state any of the Regulated Funds may, from time to time, form one or more Wholly-Owned Investment Subs.\9\ A Wholly-Owned Investment Sub would be prohibited from investing in a Co-Investment Transaction with any Affiliated Fund or Regulated Fund because it would be a company controlled by its parent Regulated Fund for purposes of section 57(a)(4) and rule 17d-1. Applicants request that each Wholly- Owned Investment Sub be permitted to participate in Co-Investment Transactions in lieu of its parent Regulated Fund and that the Wholly- Owned Investment Sub's participation in any such transaction be treated, for purposes of the requested order, as though the parent Regulated Fund were [[Page 24408]] participating directly.\10\ Applicants represent that this treatment is justified because a Wholly-Owned Investment Sub would have no purpose other than serving as a holding vehicle for the Regulated Fund's investments and, therefore, no conflicts of interest could arise between the Regulated Fund and the Wholly-Owned Investment Sub. The Regulated Fund's Board would make all relevant determinations under the conditions with regard to a Wholly-Owned Investment Sub's participation in a Co-Investment Transaction, and the Regulated Fund's Board would be informed of, and take into consideration, any proposed use of a Wholly- Owned Investment Sub in the Regulated Fund's place. If the Regulated Fund proposes to participate in the same Co-Investment Transaction with any of its Wholly-Owned Investment Subs, the Board will also be informed of, and take into consideration, the relative participation of the Regulated Fund and the Wholly-Owned Investment Sub. --------------------------------------------------------------------------- \9\ The term ``Wholly-Owned Investment Sub'' means an entity (a) that is wholly-owned by a Regulated Fund (with the Regulated Fund at all times holding, beneficially and of record, 100% of the voting and economic interests); (b) whose sole business purpose is to hold one or more investments on behalf of the Regulated Fund (and in the case of a SBIC Subsidiary (as defined below) maintain a license under the SBA Act (as defined below) and issue debentures guaranteed by the SBA (as defined below); (c) with respect to which the Regulated Fund's Board has the sole authority to make all determinations with respect to the Wholly-Owned Investment Sub's participation under the conditions of the application; and (d) that would be an investment company but for section 3(c)(1) or 3(c)(7) of the Act. ``SBIC Subsidiary'' means a Wholly-Owned Investment Sub that is licensed by the Small Business Administration (``SBA'') to operate under the Small Business Investment Act of 1958 (the ``SBA Act'') as a small business investment company. \10\ All subsidiaries of the Regulated Funds participating in Co-Investment Transactions will be Wholly-Owned Investment Subs and will have Objectives and Strategies are either the same as, or a subset of, the Regulated Fund's Objectives and Strategies. --------------------------------------------------------------------------- 9. When considering Potential Co-Investment Transactions for any Regulated Fund, the applicable Adviser will consider only the Objectives and Strategies, investment policies, investment positions, capital available for investment (``Available Capital''),\11\ and other pertinent factors applicable to that Regulated Fund. The Board of each Regulated Fund, including the Non-Interested Directors, has (or will have prior to relying on the requested Order) determined that it is in the best interests of the Regulated Fund to participate in Co- Investment Transactions.\12\ --------------------------------------------------------------------------- \11\ The amount of each Regulated Fund's Available Capital will be determined based on the amount of cash on hand, existing commitments and reserves, if any, the targeted leverage level, targeted asset mix and other investment policies and restrictions set from time to time by the Board of the applicable Regulated Fund or imposed by applicable laws, rules, regulations or interpretations. \12\ The Regulated Funds, however, will not be obligated to invest, or co-invest, when investment opportunities are referred to them. --------------------------------------------------------------------------- 10. Other than pro rata dispositions and Follow-On Investments as provided in conditions 7 and 8, and after making the determinations required in conditions 1 and 2(a), the Adviser will present each Potential Co-Investment Transaction and the proposed allocation to the directors of the Board eligible to vote under section 57(o) of the Act (``Eligible Directors''), and the ``required majority,'' as defined in section 57(o) of the Act (``Required Majority'') \13\ will approve each Co-Investment Transaction prior to any investment by the participating Regulated Fund. --------------------------------------------------------------------------- \13\ In the case of a Regulated Fund that is a registered closed-end fund, the Board members that make up the Required Majority will be determined as if the Regulated Fund were a BDC subject to section 57(o). --------------------------------------------------------------------------- 11. With respect to the pro rata dispositions and Follow-On Investments provided in conditions 7 and 8, a Regulated Fund may participate in a pro rata disposition or Follow-On Investment without obtaining prior approval of the Required Majority if, among other things: (i) The proposed participation of each Regulated Fund and Affiliated Fund in such disposition is proportionate to its outstanding investments in the issuer immediately preceding the disposition or Follow-On Investment, as the case may be; and (ii) the Board of the Regulated Fund has approved that Regulated Fund's participation in pro rata dispositions and Follow-On Investments as being in the best interests of the Regulated Fund. If the Board does not so approve, any such disposition or Follow-On Investment will be submitted to the Regulated Fund's Eligible Directors. The Board of any Regulated Fund may at any time rescind, suspend or qualify its approval of pro rata dispositions and Follow-On Investments with the result that all dispositions and/or Follow-On Investments must be submitted to the Eligible Directors. 12. No Non-Interested Director of a Regulated Fund will have a financial interest in any Co-Investment Transaction, other than through share ownership in one of the Regulated Funds. 13. If the Advisers, the principal owners of any of the Advisers (the ``Principals''), or any person controlling, controlled by, or under common control with the Advisers or the Principals, and the Affiliated Funds (collectively, the ``Holders'') own in the aggregate more than 25 percent of the outstanding voting shares of a Regulated Fund (the ``Shares''), then the Holders will vote such Shares as required under condition 14. Applicants believe that this condition will ensure that the Non-Interested Directors will act independently in evaluating the Co-Investment Program, because the ability of the Advisers or the Principals to influence the Non-Interested Directors by a suggestion, explicit or implied, that the Non-Interested Directors can be removed will be limited significantly. The Non-Interested Directors will evaluate and approve any such independent party, taking into account its qualifications, reputation for independence, cost to the shareholders, and other factors that they deem relevant. Applicants' Legal Analysis 1. Section 57(a)(4) of the Act prohibits certain affiliated persons of a BDC from participating in joint transactions with the BDC or a company controlled by a BDC in contravention of rules as prescribed by the Commission. Under section 57(b)(2) of the Act, any person who is directly or indirectly controlling, controlled by, or under common control with a BDC is subject to section 57(a)(4). Applicants submit that each of the Regulated Funds and Affiliated Funds could be deemed to be a person related to each Regulated Fund in a manner described by section 57(b) by virtue of being under common control. Section 57(i) of the Act provides that, until the Commission prescribes rules under section 57(a)(4), the Commission's rules under section 17(d) of the Act applicable to registered closed-end investment companies will be deemed to apply to transactions subject to section 57(a)(4). Because the Commission has not adopted any rules under section 57(a)(4), rule 17d-1 also applies to joint transactions with Regulated Funds that are BDCs. Section 17(d) of the Act and rule 17d-1 under the Act are applicable to Regulated Funds that are registered closed-end investment companies. 2. Section 17(d) of the Act and rule 17d-1 under the Act prohibit affiliated persons of a registered investment company from participating in joint transactions with the company unless the Commission has granted an order permitting such transactions. In passing upon applications under rule 17d-1, the Commission considers whether the company's participation in the joint transaction is consistent with the provisions, policies, and purposes of the Act and the extent to which such participation is on a basis different from or less advantageous than that of other participants. 3. Applicants state that in the absence of the requested relief, the Regulated Funds would be, in some circumstances, limited in their ability to participate in attractive and appropriate investment opportunities. Applicants believe that the proposed terms and conditions will ensure that the Co-Investment Transactions are consistent with the protection of each Regulated Fund's shareholders and with the purposes intended by the policies and provisions of the Act. Applicants state that the Regulated Funds' participation in the Co-Investment Transactions will [[Page 24409]] be consistent with the provisions, policies, and purposes of the Act and on a basis that is not different from or less advantageous than that of other participants. Applicants' Conditions Applicants agree that the Order will be subject to the following conditions: 1. Each time an Adviser considers a Potential Co-Investment Transaction for an Affiliated Fund or another Regulated Fund that falls within a Regulated Fund's then-current Objectives and Strategies, the Regulated Fund's Adviser will make an independent determination of the appropriateness of the investment for such Regulated Fund in light of the Regulated Fund's then-current circumstances. 2. (a) If the Adviser deems a Regulated Fund's participation in any Potential Co-Investment Transaction to be appropriate for the Regulated Fund, it will then determine an appropriate level of investment for the Regulated Fund. (b) If the aggregate amount recommended by the applicable Adviser to be invested by the applicable Regulated Fund in the Potential Co- Investment Transaction, together with the amount proposed to be invested by the other participating Regulated Funds and Affiliated Funds, collectively, in the same transaction, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on each participant's Available Capital, up to the amount proposed to be invested by each. The applicable Adviser will provide the Eligible Directors of each participating Regulated Fund with information concerning each participating party's Available Capital to assist the Eligible Directors with their review of the Regulated Fund's investments for compliance with these allocation procedures. (c) After making the determinations required in conditions 1 and 2(a), the applicable Adviser will distribute written information concerning the Potential Co-Investment Transaction (including the amount proposed to be invested by each participating Regulated Fund and Affiliated Fund) to the Eligible Directors of each participating Regulated Fund for their consideration. A Regulated Fund will co-invest with one or more other Regulated Funds and/or one or more Affiliated Funds only if, prior to the Regulated Fund's participation in the Potential Co-Investment Transaction, a Required Majority concludes that: (i) The terms of the Potential Co-Investment Transaction, including the consideration to be paid, are reasonable and fair to the Regulated Fund and its shareholders and do not involve overreaching in respect of the Regulated Fund or its shareholders on the part of any person concerned; (ii) the Potential Co-Investment Transaction is consistent with: (A) The interests of the shareholders of the Regulated Fund; and (B) the Regulated Fund's then-current Objectives and Strategies; (iii) the investment by any other Regulated Funds or Affiliated Funds would not disadvantage the Regulated Fund, and participation by the Regulated Fund would not be on a basis different from or less advantageous than that of other Regulated Funds or Affiliated Funds; provided that, if any other Regulated Fund or Affiliated Fund, but not the Regulated Fund itself, gains the right to nominate a director for election to a portfolio company's board of directors or the right to have a board observer or any similar right to participate in the governance or management of the portfolio company, such event shall not be interpreted to prohibit the Required Majority from reaching the conclusions required by this condition (2)(c)(iii), if: (A) The Eligible Directors will have the right to ratify the selection of such director or board observer, if any; (B) the applicable Adviser agrees to, and does, provide periodic reports to the Regulated Fund's Board with respect to the actions of such director or the information received by such board observer or obtained through the exercise of any similar right to participate in the governance or management of the portfolio company; and (C) any fees or other compensation that any Affiliated Fund or any Regulated Fund or any affiliated person of any Affiliated Fund or any Regulated Fund receives in connection with the right of the Affiliated Fund or a Regulated Fund to nominate a director or appoint a board observer or otherwise to participate in the governance or management of the portfolio company will be shared proportionately among the participating Affiliated Funds (who each may, in turn, share its portion with its affiliated persons) and the participating Regulated Funds in accordance with the amount of each party's investment; and (iv) the proposed investment by the Regulated Fund will not benefit the Advisers, the Affiliated Funds or the other Regulated Funds or any affiliated person of any of them (other than the parties to the Co- Investment Transaction), except (A) to the extent permitted by condition 13, (B) to the extent permitted by section 17(e) or 57(k) of the Act, as applicable, (C) indirectly, as a result of an interest in the securities issued by one of the parties to the Co-Investment Transaction, or (D) in the case of fees or other compensation described in condition 2(c)(iii)(C). 3. Each Regulated Fund has the right to decline to participate in any Potential Co-Investment Transaction or to invest less than the amount proposed. 4. The applicable Adviser will present to the Board of each Regulated Fund, on a quarterly basis, a record of all investments in Potential Co-Investment Transactions made by any of the other Regulated Funds or Affiliated Funds during the preceding quarter that fell within the Regulated Fund's then-current Objectives and Strategies that were not made available to the Regulated Fund, and an explanation of why the investment opportunities were not offered to the Regulated Fund. All information presented to the Board pursuant to this condition will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the Commission and its staff. 5. Except for Follow-On Investments made in accordance with condition 8,\14\ a Regulated Fund will not invest in reliance on the Order in any issuer in which another Regulated Fund, Affiliated Fund, or any affiliated person of another Regulated Fund or Affiliated Fund is an existing investor. --------------------------------------------------------------------------- \14\ This exception applies only to Follow-On Investments by a Regulated Fund in issuers in which that Regulated Fund already holds investments. --------------------------------------------------------------------------- 6. A Regulated Fund will not participate in any Potential Co- Investment Transaction unless the terms, conditions, price, class of securities to be purchased, settlement date, and registration rights will be the same for each participating Regulated Fund and Affiliated Fund. The grant to an Affiliated Fund or another Regulated Fund, but not the Regulated Fund, of the right to nominate a director for election to a portfolio company's board of directors, the right to have an observer on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be interpreted so as to violate this condition 6, if conditions 2(c)(iii)(A), (B) and (C) are met. 7. (a) If any Affiliated Fund or any Regulated Fund elects to sell, exchange or otherwise dispose of an interest in a security that was acquired in a Co-Investment Transaction, the applicable Advisers will: [[Page 24410]] (i) Notify each Regulated Fund that participated in the Co- Investment Transaction of the proposed disposition at the earliest practical time; and (ii) formulate a recommendation as to participation by each Regulated Fund in the disposition. (b) Each Regulated Fund will have the right to participate in such disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the participating Affiliated Funds and Regulated Funds. (c) A Regulated Fund may participate in such disposition without obtaining prior approval of the Required Majority if: (i) The proposed participation of each Regulated Fund and each Affiliated Fund in such disposition is proportionate to its outstanding investments in the issuer immediately preceding the disposition; (ii) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in such dispositions on a pro rata basis (as described in greater detail in the application); and (iii) the Board of the Regulated Fund is provided on a quarterly basis with a list of all dispositions made in accordance with this condition. In all other cases, the Adviser will provide its written recommendation as to the Regulated Fund's participation to the Eligible Directors, and the Regulated Fund will participate in such disposition solely to the extent that a Required Majority determines that it is in the Regulated Fund's best interests. (d) Each Affiliated Fund and each Regulated Fund will bear its own expenses in connection with any such disposition. 8. (a) If any Affiliated Fund or any Regulated Fund desires to make a Follow-On Investment in a portfolio company whose securities were acquired in a Co-Investment Transaction, the applicable Advisers will: (i) Notify each Regulated Fund that participated in the Co- Investment Transaction of the proposed transaction at the earliest practical time; and (ii) formulate a recommendation as to the proposed participation, including the amount of the proposed Follow-On Investment, by each Regulated Fund. (b) A Regulated Fund may participate in such Follow-On Investment without obtaining prior approval of the Required Majority if: (i) The proposed participation of each Regulated Fund and each Affiliated Fund in such investment is proportionate to its outstanding investments in the issuer immediately preceding the Follow-On Investment; and (ii) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in Follow-On Investments on a pro rata basis (as described in greater detail in the application). In all other cases, the Adviser will provide its written recommendation as to the Regulated Fund's participation to the Eligible Directors, and the Regulated Fund will participate in such Follow-On Investment solely to the extent that a Required Majority determines that it is in the Regulated Fund's best interests. (c) If, with respect to any Follow-On Investment: (i) The amount of the opportunity is not based on the Regulated Funds' and the Affiliated Funds' outstanding investments immediately preceding the Follow-On Investment; and (ii) the aggregate amount recommended by the applicable Adviser to be invested by the applicable Regulated Fund in the Follow-On Investment, together with the amount proposed to be invested by the other participating Regulated Funds and Affiliated Funds, collectively, in the same transaction, exceeds the amount of the investment opportunity; then the investment opportunity will be allocated among them pro rata based on each participant's Available Capital, up to the maximum amount proposed to be invested by each. (d) The acquisition of Follow-On Investments as permitted by this condition will be considered a Co-Investment Transaction for all purposes and subject to the other conditions set forth in this application. 9. The Non-Interested Directors of each Regulated Fund will be provided quarterly for review all information concerning Potential Co- Investment Transactions and Co-Investment Transactions, including investments made by other Regulated Funds or Affiliated Funds that the Regulated Fund considered but declined to participate in, so that the Non-Interested Directors may determine whether all investments made during the preceding quarter, including those investments that the Regulated Fund considered but declined to participate in, comply with the conditions of the Order. In addition, the Non-Interested Directors will consider at least annually the continued appropriateness for the Regulated Fund of participating in new and existing Co-Investment Transactions. 10. Each Regulated Fund will maintain the records required by section 57(f)(3) of the Act as if each of the Regulated Funds were a BDC and each of the investments permitted under these conditions were approved by the Required Majority under section 57(f) of the Act. 11. No Non-Interested Director of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise an ``affiliated person'' (as defined in the Act) of an Affiliated Fund. 12. The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a Co-Investment Transaction (including, without limitation, the expenses of the distribution of any such securities registered for sale under the Securities Act) will, to the extent not payable by the Advisers under their respective investment advisory agreements with Affiliated Funds and the Regulated Funds, be shared by the Regulated Funds and the Affiliated Funds in proportion to the relative amounts of the securities held or to be acquired or disposed of, as the case may be. 13. Any transaction fee (including break-up or commitment fees but excluding broker's fees contemplated by section 17(e) or 57(k) of the Act, as applicable), received in connection with a Co-Investment Transaction will be distributed to the participating Regulated Funds and Affiliated Funds on a pro rata basis based on the amounts they invested or committed, as the case may be, in such Co-Investment Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by such Adviser at a bank or banks having the qualifications prescribed in section 26(a)(1) of the Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the participating Regulated Funds and Affiliated Funds based on the amounts they invest in such Co-Investment Transaction. None of the Affiliated Funds, the Advisers, the other Regulated Funds or any affiliated person of the Regulated Funds or Affiliated Funds will receive additional compensation or remuneration of any kind as a result of or in connection with a Co-Investment Transaction (other than (a) in the case of the Regulated Funds and the Affiliated Funds, the pro rata transaction fees described above and fees or other compensation described in condition 2(c)(iii)(C); and (b) in the case of an Adviser, investment advisory fees paid in accordance with the agreement between the Adviser and the Regulated Fund or Affiliated Fund. 14. If the Holders own in the aggregate more than 25% of the Shares of a Regulated Fund, then the Holders will [[Page 24411]] vote such Shares as directed by an independent third party when voting on (1) the election of directors; (2) the removal of one or more directors; or (3) any other matter under either the Act or applicable state law affecting the Board's composition, size or manner of election. 15. Each Regulated Fund's chief compliance officer, as defined in rule 38a-1(a)(4) under the Act, will prepare an annual report for its Board each year that evaluates (and documents the basis of that evaluation) the Regulated Fund's compliance with the terms and conditions of the application and the procedures established to achieve such compliance. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017-10830 Filed 5-25-17; 8:45 am] BILLING CODE 8011-01-P
![24406 Federal Register / Vol. 82, No. 101 / Friday, May 26, 2017 / Notices
as well as other information. Rule 482 in the area of investment performance. Dated: May 19, 2017.
advertisements are deemed to be The Commission is concerned that in Eduardo A. Aleman,
‘‘prospectuses’’ under Section 10(b) of the absence of such provisions fund Assistant Secretary.
the Securities Act.2 investors may be misled by deceptive [FR Doc. 2017–10793 Filed 5–25–17; 8:45 am]
Rule 482 contains certain rule 482 advertisements and may rely BILLING CODE 8011–01–P
requirements regarding the disclosure on less-than-adequate information when
that funds are required to provide in determining in which funds they should
qualifying advertisements. These invest money. As a result, the SECURITIES AND EXCHANGE
requirements are intended to encourage Commission believes it is beneficial for COMMISSION
the provision to investors of information funds to provide investors with
that is balanced and informative, [Investment Company Act Release No.
balanced information in fund 32641; 812-14707]
particularly in the area of investment advertisements in order to allow
performance. For example, a fund is investors to make better-informed TICC Capital Corp., et al.
required to include disclosure advising decisions.
investors to consider the fund’s May 19, 2017
investment objectives, risks, charges and The Commission estimates that AGENCY: Securities and Exchange
expenses, and other information 53,907 4 responses to rule 482 are filed Commission (‘‘Commission’’).
described in the fund’s prospectus, and annually by 3,278 investment ACTION: Notice.
highlighting the availability of the companies offering approximately
fund’s prospectus and, if applicable, its 15,494 portfolios, or approximately 3.5 Notice of application for an order
summary prospectus. In addition, rule responses per portfolio annually.5 The under sections 17(d) and 57(i) of the
482 advertisements that include burden associated with rule 482 is Investment Company Act of 1940 (the
performance data of open-end funds or presently estimated to be 5.16 hours per ‘‘Act’’) and rule 17d–1 under the Act
insurance company separate accounts response. The annual hourly burden is permitting certain joint transactions
offering variable annuity contracts are therefore approximately 278,161 hours.6 otherwise prohibited by sections 17(d)
required to include certain standardized The estimate of average burden hours and 57(a)(4) of the Act and under rule
performance information, information 17d–1 under the Act.
is made solely for the purposes of the
about any sales loads or other Summary of Application: Applicants
Paperwork Reduction Act and is not request an order to permit certain
nonrecurring fees, and a legend warning derived from a comprehensive or even
that past performance does not closed-end management investment
a representative survey or study of the companies to co-invest in portfolio
guarantee future results. Such funds costs of Commission rules and forms.
including performance information in companies with each other and with
The provision of information under rule affiliated investment funds.
rule 482 advertisements are also 482 is necessary to obtain the benefits
required to make available to investors Applicants: TICC Capital Corp.
of the safe harbor offered by the rule. (‘‘TICC’’), Oxford Lane Capital Corp.
month-end performance figures via Web The information provided under rule
site disclosure or by a toll-free (‘‘OXLC’’ and together with TICC, the
482 will not be kept confidential. An ‘‘Existing Regulated Funds’’), TICC
telephone number, and to disclose the agency may not conduct or sponsor, and
availability of the month-end Management, LLC (‘‘TICC Adviser’’) on
a person is not required to respond to, behalf of itself and its successors,1
performance data in the advertisement. a collection of information unless it
The rule also sets forth requirements Oxford Lane Management, LLC (‘‘OXLC
displays a currently valid OMB control Adviser’’), Oxford Bridge, LLC (the
regarding the prominence of certain number.
disclosures, requirements regarding ‘‘Private Fund’’), and Oxford Bridge
advertisements that make tax The public may view the background Management, LLC (the ‘‘Private Fund
representations, requirements regarding documentation for this information Adviser’’).
advertisements used prior to the collection at the following Web site, Filing Dates: The application was
effectiveness of the fund’s registration www.reginfo.gov. Comments should be filed on October 13, 2016, and amended
statement, requirements regarding the directed to: (i) Desk Officer for the on February 7, 2017 and May 12, 2017.
Securities and Exchange Commission, Hearing or Notification of Hearing: An
timeliness of performance data, and
Office of Information and Regulatory order granting the requested relief will
certain required disclosures by money
Affairs, Office of Management and be issued unless the Commission orders
market funds.
Rule 482 advertisements must be filed Budget, Room 10102, New Executive a hearing. Interested persons may
with the Commission or, in the Office Building, Washington, DC 20503, request a hearing by writing to the
alternative, with the Financial Industry or by sending an email to: Shagufta_ Commission’s Secretary and serving
Regulatory Authority (‘‘FINRA’’).3 This Ahmed@omb.eop.gov; and (ii) Pamela applicants with a copy of the request,
information collection differs from Dyson, Director/Chief Information personally or by mail. Hearing requests
many other federal information Officer, Securities and Exchange should be received by the Commission
collections that are primarily for the use Commission, c/o Remi Pavlik-Simon, by 5:30 p.m. on June 13, 2017, and
and benefit of the collecting agency. 100 F Street NE., Washington, DC 20549 should be accompanied by proof of
Rule 482 contains requirements that or send an email to: PRA_Mailbox@ service on applicants, in the form of an
are intended to encourage the provision sec.gov. Comments must be submitted to affidavit or, for lawyers, a certificate of
to investors of information that is OMB within 30 days of this notice. service. Pursuant to rule 0–5 under the
balanced and informative, particularly Act, hearing requests should state the
4 This estimated number of responses to rule 482 nature of the writer’s interest, any facts
2 15 U.S.C. 77j(b). is composed of 53,746 responses filed with FINRA bearing upon the desirability of a
3 See rule 24b–3 under the Investment Company and 161 responses filed with the Commission in
Act (17 CFR 270.24b–3), which provides that any 2016. 1 The term ‘‘successor,’’ as applied to each
5 53,907 responses ÷ 15,494 portfolios = 3.5
sales material, including rule 482 advertisements, Adviser (as defined below), means an entity that
shall be deemed filed with the Commission for responses per portfolio. results from a reorganization into another
purposes of Section 24(b) of the Investment 6 53,907 responses × 5.16 hours per response = jurisdiction or change in the type of business
Company Act upon filing with FINRA. 278,161 hours. organization.
VerDate Sep<11>2014 19:14 May 25, 2017 Jkt 241001 PO 00000 Frm 00132 Fmt 4703 Sfmt 4703 E:\FR\FM\26MYN1.SGM 26MYN1](https://thefederalregister.org/doc/82_FR_24507/page/1.svg)
![Federal Register / Vol. 82, No. 101 / Friday, May 26, 2017 / Notices 24411
vote such Shares as directed by an approximately one burden hour per condition. The information provided by
independent third party when voting on response and is filed by 490 Form 10 is intended to ensure the
(1) the election of directors; (2) the respondents for a total of 490 total adequacy of information available to
removal of one or more directors; or (3) burden hours. investors about a company. Form 10
any other matter under either the Act or An agency may not conduct or takes approximately 215.21 hours per
applicable state law affecting the sponsor, and a person is not required to response to prepare and is filed by
Board’s composition, size or manner of respond to, a collection of information approximately 216 respondents. We
election. unless it displays a currently valid estimate that 25% of the 215.21 hours
15. Each Regulated Fund’s chief control number. per response (53.803 hours) is prepared
compliance officer, as defined in rule The public may view the background by the company for an annual reporting
38a–1(a)(4) under the Act, will prepare documentation for this information burden of 11,621 hours (53.803 hours
an annual report for its Board each year collection at the following Web site, per response x 216 responses).
that evaluates (and documents the basis www.reginfo.gov. Comments should be An agency may not conduct or
of that evaluation) the Regulated Fund’s directed to: (i) Desk Officer for the sponsor, and a person is not required to
compliance with the terms and Securities and Exchange Commission, respond to, a collection of information
conditions of the application and the Office of Information and Regulatory unless it displays a currently valid
procedures established to achieve such Affairs, Office of Management and control number.
compliance. Budget, Room 10102, New Executive The public may view the background
Office Building, Washington, DC 20503, documentation for this information
For the Commission, by the Division of collection at the following Web site,
Investment Management, under delegated or by sending an email to: Shagufta_
authority. Ahmed@omb.eop.gov; and (ii) Pamela www.reginfo.gov. Comments should be
Dyson, Director/Chief Information directed to: (i) Desk Officer for the
Eduardo A. Aleman,
Officer, Securities and Exchange Securities and Exchange Commission,
Assistant Secretary. Office of Information and Regulatory
Commission, c/o Remi Pavlik-Simon,
[FR Doc. 2017–10830 Filed 5–25–17; 8:45 am] Affairs, Office of Management and
100 F Street NE., Washington, DC 20549
BILLING CODE 8011–01–P
or send an email to: PRA_Mailbox@ Budget, Room 10102, New Executive
sec.gov. Comments must be submitted to Office Building, Washington, DC 20503,
OMB within 30 days of this notice. or by sending an email to: Shagufta_
SECURITIES AND EXCHANGE Ahmed@omb.eop.gov; and (ii) Pamela
COMMISSION Dated: May 23, 2017.
Dyson, Director/Chief Information
Eduardo A. Aleman, Officer, Securities and Exchange
Submission for OMB Review; Assistant Secretary. Commission, c/o Remi Pavlik-Simon,
Comment Request [FR Doc. 2017–10891 Filed 5–25–17; 8:45 am] 100 F Street NE., Washington, DC 20549
Upon Written Request Copies Available BILLING CODE 8011–01–P or send an email to: PRA_Mailbox@
From: Securities and Exchange sec.gov. Comments must be submitted to
Commission, Office of FOIA Services, OMB within 30 days of this notice.
100 F Street NE., Washington, DC SECURITIES AND EXCHANGE
Dated: May 23, 2017.
20549–2736. COMMISSION
Eduardo A. Aleman,
Extension: Submission for OMB Review; Assistant Secretary.
Form 144, SEC File No. 270–112, OMB Comment Request [FR Doc. 2017–10890 Filed 5–25–17; 8:45 am]
Control No. 3235–0101.
BILLING CODE 8011–01–P
Notice is hereby given that, pursuant Upon Written Request Copies Available
to the Paperwork Reduction Act of 1995 From: Securities and Exchange
(44 U.S.C. 3501 et seq.), the Securities Commission, Office of FOIA Services, SECURITIES AND EXCHANGE
and Exchange Commission 100 F Street NE., Washington, DC COMMISSION
(‘‘Commission’’) has submitted to the 20549–2736.
[SEC File No. 270–155, OMB Control No.
Office of Management and Budget this Extension: 3235–0123]
request for extension of the previously Form 10, SEC File No. 270–51, OMB
approved collections of information Control No. 3235–0064. Submission for OMB Review;
discussed below. Notice is hereby given that, pursuant Comment Request
Form 144 (17 CFR 239.144) is used to to the Paperwork Reduction Act of 1995
Upon Written Request, Copies Available
report the sale of securities during any (44 U.S.C. 3501 et seq.), the Securities
From: Securities and Exchange
three-month period that exceeds 5,000 and Exchange Commission
Commission, Office of FOIA Services,
shares or other units and has an (‘‘Commission’’) has submitted to the
100 F Street NE., Washington, DC
aggregate sales price that does not Office of Management and Budget this
20549–2736.
exceed $50,000. Under Sections request for extension of the previously
2(a)(11), 4(a)(1), 4(a)(2), 4(a)(4) and 19(a) approved collection of information Extension:
of the Securities Act of 1933 (15 U.S.C. discussed below. Rule 17a–5
77b(a)(11), 77d(a)(1), 77d(a)(2), 77d(a)(4) Form 10 (17 CFR 249.210) is used by Notice is hereby given that pursuant
and 77s (a)) and Rule 144 (17 CFR issuers to register a class of securities to the Paperwork Reduction Act of 1995
230.144) there under, the Commission is pursuant to Section 12(b) or Section (44 U.S.C. 3501 et seq.) (‘‘PRA’’), the
authorized to solicit the information 12(g) (15 U.S.C. 78l(b) and 78l(g)) of the Securities and Exchange Commission
required to be supplied by Form 144. Exchange Act of 1934. Form 10 requires (‘‘Commission’’) has submitted to the
The objectives of the rule could not be financial and other information about Office of Management and Budget
met, if the information collection was such matters as the issuer’s business, (‘‘OMB’’) a request for approval of
not required. The information collected properties, identity and remuneration of extension of the previously approved
must be filed with the Commission and management, outstanding securities and collection of information provided for in
is publicly available. Form 144 takes securities to be registered and financial Rule 17a–5 (17 CFR 240.17a–5), under
VerDate Sep<11>2014 19:14 May 25, 2017 Jkt 241001 PO 00000 Frm 00137 Fmt 4703 Sfmt 4703 E:\FR\FM\26MYN1.SGM 26MYN1](https://thefederalregister.org/doc/82_FR_24507/page/6.svg)
Document Created: 2017-05-26 02:23:41
Document Modified: 2017-05-26 02:23:41
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Notices | |
| Action | Notice. | |
| Dates | The application was filed on October 13, 2016, and amended on February 7, 2017 and May 12, 2017. | |
| Contact | Laura J. Riegel, Senior Counsel, at (202) 551-3038 or Robert H. Shapiro, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office). | |
| FR Citation | 82 FR 24406 |
2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR