Vertical Capital Income Fund and Oakline Advisors, LLC, 28374-28375 [2019-12779]

Download as PDF 28374 Federal Register / Vol. 84, No. 117 / Tuesday, June 18, 2019 / Notices jbell on DSK3GLQ082PROD with NOTICES applicable, derivative agreements, contracts, and transactions, the safeguarding of securities and funds in the custody or control of the clearing agency or for which it is responsible, and the protection of investors and the public interest. The proposed Circular would provide guidance with respect to the interpretation of the Rules that would apply to EU and UK Clearing Members and ICE Clear Europe upon the UK departure from the EU if there is no withdrawal agreement that provides for EU law to continue to apply in the UK. The interpretation would thus facilitate continued clearing by EU and UK Clearing Members in compliance with applicable law in relevant jurisdictions and promote the prompt and accurate clearance and settlement of transactions by such persons. As such, the interpretation is consistent with the safeguarding of securities and funds in the custody or control of the Clearing House or for which it is responsible, the protection of investors and the public interest. Moreover, the interpretation is consistent with Rule 17Ad–22(e)(1),8 which requires that each covered clearing agency establish, implement, maintain and enforce written policies and procedures reasonably designed to provide for a well-founded, clear, transparent, and enforceable legal basis for each aspect of its activities in all relevant jurisdictions. As discussed herein, the interpretation is designed to ensure that references to EU legislation in the Rules and Procedures are properly interpreted should the UK cease to be an EU member state with no withdrawal agreement stipulating that EU laws will continue to apply in the UK. The guidance set out in the Circular would facilitate continued clearing in light of the requirements of UK and EU law in those circumstances and would minimize the potential for disputes and legal uncertainty. ICE Clear Europe does not expect that the interpretation will adversely impact its ability to comply with the Act or any standards under Rule 17Ad–22.9 (B) Clearing Agency’s Statement on Burden on Competition ICE Clear Europe does not believe the proposed guidance in the Circular would have any impact, or impose any burden, on competition not necessary or appropriate in furtherance of the purpose of the Act. The guidance is will not change the substantive requirements of any Rules or Procedures but will clarify the proper interpretation of 8 17 9 17 CFR 240.17Ad–22(e)(1). CFR 240.17Ad–22. VerDate Sep<11>2014 17:23 Jun 17, 2019 references to EU legislation in order to facilitate that the Clearing House and EU and UK Clearing Members continue to adhere to applicable laws and regulations. ICE Clear Europe does not believe the interpretation will in itself materially affect the cost of, or access to, clearing. As a result, ICE Clear Europe does not believe the proposed the rule change imposes any burden on competition that is inappropriate in furtherance of the purposes of the Act. (C) Clearing Agency’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments relating to the proposed amendments have not been solicited or received by ICE Clear Europe. ICE Clear Europe will notify the Commission of any comments received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 10 and paragraph (f) of Rule 19b–4 11 thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml) or • Send an email to rule-comments@ sec.gov. Please include File Number SR– ICEEU–2019–008 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to File Number SR–ICEEU–2019–008. This file number should be included on the 10 15 11 17 Jkt 247001 PO 00000 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f). Frm 00109 Fmt 4703 subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Section, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such filings will also be available for inspection and copying at the principal office of ICE Clear Europe and on ICE Clear Europe’s website at https:// www.theice.com/clear-europe/ regulation. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–ICEEU–2019–008 and should be submitted on or before July 9, 2019. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–12786 Filed 6–17–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 33505; File No. 812–15000] Vertical Capital Income Fund and Oakline Advisors, LLC June 12, 2019. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: Notice of an application under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from section 19(b) of the Act and rule 19b– 12 17 Sfmt 4703 E:\FR\FM\18JNN1.SGM CFR 200.30–3(a)(12). 18JNN1 Federal Register / Vol. 84, No. 117 / Tuesday, June 18, 2019 / Notices jbell on DSK3GLQ082PROD with NOTICES 1 under the Act to permit a registered closed-end investment company to make periodic distributions of long-term capital gains more frequently than permitted by section 19(b) or rule 19b–1. APPLICANTS: Vertical Capital Income Fund (the ‘‘Fund’’), a diversified closedend investment company registered under the Act and organized as a statutory trust under the laws of Delaware, and Oakline Advisors, LLC (‘‘Oakline’’) (together with the Fund, the ‘‘Applicants’’), registered under the Investment Advisers Act of 1940, organized as a limited liability company under the laws of Delaware, and serving as investment adviser to the Fund.1 FILING DATES: The application was filed on February 5, 2019, and amended on May 28, 2019. HEARING OR NOTIFICATION OF HEARING: An order granting the application 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 July 8, 2019, 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 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: The Commission: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. Applicants: c/o JoAnn Strasser, Thompson Hine LLP, 41 S. High St., 17th Floor, Columbus, OH 43215, and Stanton Eigenbrodt, Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary, Oakline Advisors, LLC, 14675 Dallas Parkway, Suite 600, Dallas, TX 75254. 1 Applicants request that the order also apply to each other registered closed-end investment company advised or to be advised in the future by Oakline or by an entity controlling, controlled by, or under common control (within the meaning of section 2(a)(9) of the Act) with Oakline (including any successor in interest) (each such entity, including Oakline, an ‘‘Adviser’’) that in the future seeks to rely on the order (such investment companies, together with the Fund, are collectively the ‘‘Funds’’ and, individually, a ‘‘Fund’’). A successor in interest is limited to entities that result from a reorganization into another jurisdiction or a change in the type of business organization. VerDate Sep<11>2014 17:23 Jun 17, 2019 Jkt 247001 FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel at (202) 551–6915, or Kaitlin C. Bottock, Branch Chief, at (202) 551–6825 (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 website by searching for the file number, or for an applicant using the Company name box, at https:// www.sec.gov/search/search.htm, or by calling (202) 551–8090. Summary of the Application 1. Section 19(b) of the Act generally makes it unlawful for any registered investment company to make long-term capital gains distributions more than once every twelve months. Rule 19b–1 under the Act limits to one the number of capital gain dividends, as defined in section 852(b)(3)(C) of the Internal Revenue Code of 1986 (‘‘Code,’’ and such dividends, ‘‘distributions’’), that a registered investment company may make with respect to any one taxable year, plus a supplemental distribution made pursuant to section 855 of the Code not exceeding 10% of the total amount distributed for the year, plus one additional capital gain dividend made in whole or in part to avoid the excise tax under section 4982 of the Code. 2. Applicants believe that investors in certain closed-end funds may prefer an investment vehicle that provides regular current income through a fixed distribution policy (‘‘Distribution Policy’’). Applicants propose that the Fund be permitted to adopt a Distribution Policy, pursuant to which the Fund would distribute periodically to its stockholders a fixed percentage of the market price of the Fund’s common stock at a particular point in time or a fixed percentage of net asset value (‘‘NAV’’) at a particular time or a fixed amount per share of common stock, any of which may be adjusted from time to time. 3. Applicants request an order under section 6(c) of the Act granting an exemption from section 19(b) of the Act and rule 19b-1 to permit a Fund to distribute periodic capital gain dividends (as defined in section 852(b)(3)(C) of the Code) as frequently as twelve times in any one taxable year in respect of its common stock and as often as specified by, or determined in accordance with the terms of, any preferred stock issued by the Fund. Section 6(c) of the Act provides, in relevant part, that the Commission may exempt any person or transaction from PO 00000 Frm 00110 Fmt 4703 Sfmt 4703 28375 any provision of the Act to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. 4. Applicants state that any order granting the requested relief will be subject to the terms and conditions stated in the application, which generally are designed to address the concerns underlying section 19(b) and rule 19b-1, including concerns about proper disclosures and shareholders’ understanding of the source(s) of a Fund’s distributions and concerns about improper sales practices. Among other things, such terms and conditions require that (1) the board of directors or trustees of the Fund (the ‘‘Board’’) review such information as is reasonably necessary to make an informed determination of whether to adopt the proposed Distribution Policy and that the Board periodically review the amount of the distributions in light of the investment experience of the Fund, and (2) that the Fund’s shareholders receive appropriate disclosures concerning the distributions. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Deputy Secretary. [FR Doc. 2019–12779 Filed 6–17–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 33508; File No. 812–14968] Axonic Alternative Income Fund and Axonic Capital LLC June 13, 2019. Securities and Exchange Commission (the ‘‘Commission’’). ACTION: Notice. AGENCY: Notice of an application for an order pursuant to section 6(c) of the Investment Company Act of 1940 (the ‘‘1940 Act’’) for an exemption from sections 18(a)(2), 18(c), and 18(i) of the 1940 Act, pursuant to section 6(c) and 23(c) of the 1940 Act for an exemption from rule 23c–3 under the 1940 Act, and for an order pursuant to section 17(d) of, and rule 17d–1 under, the 1940 Act. SUMMARY OF APPLICATION: Applicants request an order to permit certain registered closed-end management investment companies to issue multiple E:\FR\FM\18JNN1.SGM 18JNN1

Agencies

[Federal Register Volume 84, Number 117 (Tuesday, June 18, 2019)]
[Notices]
[Pages 28374-28375]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-12779]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33505; File No. 812-15000]


Vertical Capital Income Fund and Oakline Advisors, LLC

June 12, 2019.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

-----------------------------------------------------------------------

    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 19(b) of 
the Act and rule 19b-

[[Page 28375]]

1 under the Act to permit a registered closed-end investment company to 
make periodic distributions of long-term capital gains more frequently 
than permitted by section 19(b) or rule 19b-1.

Applicants: Vertical Capital Income Fund (the ``Fund''), a diversified 
closed-end investment company registered under the Act and organized as 
a statutory trust under the laws of Delaware, and Oakline Advisors, LLC 
(``Oakline'') (together with the Fund, the ``Applicants''), registered 
under the Investment Advisers Act of 1940, organized as a limited 
liability company under the laws of Delaware, and serving as investment 
adviser to the Fund.\1\
---------------------------------------------------------------------------

    \1\ Applicants request that the order also apply to each other 
registered closed-end investment company advised or to be advised in 
the future by Oakline or by an entity controlling, controlled by, or 
under common control (within the meaning of section 2(a)(9) of the 
Act) with Oakline (including any successor in interest) (each such 
entity, including Oakline, an ``Adviser'') that in the future seeks 
to rely on the order (such investment companies, together with the 
Fund, are collectively the ``Funds'' and, individually, a ``Fund''). 
A successor in interest is limited to entities that result from a 
reorganization into another jurisdiction or a change in the type of 
business organization.

Filing Dates: The application was filed on February 5, 2019, and 
---------------------------------------------------------------------------
amended on May 28, 2019.

Hearing or Notification of Hearing: An order granting the application 
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 July 8, 2019, 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 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: The Commission: Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE, Washington, DC 20549-1090. Applicants: c/o 
JoAnn Strasser, Thompson Hine LLP, 41 S. High St., 17th Floor, 
Columbus, OH 43215, and Stanton Eigenbrodt, Executive Vice President, 
Chief Legal Officer, Chief Compliance Officer and Secretary, Oakline 
Advisors, LLC, 14675 Dallas Parkway, Suite 600, Dallas, TX 75254.

FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel at 
(202) 551-6915, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6825 
(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 website by searching for the file number, or for an 
applicant using the Company name box, at https://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Summary of the Application

    1. Section 19(b) of the Act generally makes it unlawful for any 
registered investment company to make long-term capital gains 
distributions more than once every twelve months. Rule 19b-1 under the 
Act limits to one the number of capital gain dividends, as defined in 
section 852(b)(3)(C) of the Internal Revenue Code of 1986 (``Code,'' 
and such dividends, ``distributions''), that a registered investment 
company may make with respect to any one taxable year, plus a 
supplemental distribution made pursuant to section 855 of the Code not 
exceeding 10% of the total amount distributed for the year, plus one 
additional capital gain dividend made in whole or in part to avoid the 
excise tax under section 4982 of the Code.
    2. Applicants believe that investors in certain closed-end funds 
may prefer an investment vehicle that provides regular current income 
through a fixed distribution policy (``Distribution Policy''). 
Applicants propose that the Fund be permitted to adopt a Distribution 
Policy, pursuant to which the Fund would distribute periodically to its 
stockholders a fixed percentage of the market price of the Fund's 
common stock at a particular point in time or a fixed percentage of net 
asset value (``NAV'') at a particular time or a fixed amount per share 
of common stock, any of which may be adjusted from time to time.
    3. Applicants request an order under section 6(c) of the Act 
granting an exemption from section 19(b) of the Act and rule 19b-1 to 
permit a Fund to distribute periodic capital gain dividends (as defined 
in section 852(b)(3)(C) of the Code) as frequently as twelve times in 
any one taxable year in respect of its common stock and as often as 
specified by, or determined in accordance with the terms of, any 
preferred stock issued by the Fund. Section 6(c) of the Act provides, 
in relevant part, that the Commission may exempt any person or 
transaction from any provision of the Act to the extent that such 
exemption is necessary or appropriate in the public interest and 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act.
    4. Applicants state that any order granting the requested relief 
will be subject to the terms and conditions stated in the application, 
which generally are designed to address the concerns underlying section 
19(b) and rule 19b-1, including concerns about proper disclosures and 
shareholders' understanding of the source(s) of a Fund's distributions 
and concerns about improper sales practices. Among other things, such 
terms and conditions require that (1) the board of directors or 
trustees of the Fund (the ``Board'') review such information as is 
reasonably necessary to make an informed determination of whether to 
adopt the proposed Distribution Policy and that the Board periodically 
review the amount of the distributions in light of the investment 
experience of the Fund, and (2) that the Fund's shareholders receive 
appropriate disclosures concerning the distributions.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-12779 Filed 6-17-19; 8:45 am]
 BILLING CODE 8011-01-P
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