[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.

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    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\
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    \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 
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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 http://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


