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SIGNATURE   PATRICK F. CONROY
TITLE       CFO


 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of

Oxford Lane Capital Corp.

 

In planning and performing our audit of the financial statements of Oxford Lane Capital Corp. (“the Company”) as of and for the year ended March 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Company’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Company’s internal control over financial reporting.

 

The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

Our consideration of the Company’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Company’s internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be material weaknesses as defined above as of March 31, 2015.

 

This report is intended solely for the information and use of management and the Board of Directors of Oxford Lane Capital Corp. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

 

/s/ PricewaterhouseCoopers LLP

May 27, 2015

 

 

 

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017

T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us

 

 

 

 

Exhibit 99.77Q1

 

SECOND AMENDED AND RESTATED

 

DISTRIBUTION REINVESTMENT PLAN

 

OF

 

OXFORD LANE CAPITAL CORP.

 

 

Oxford Lane Capital Corp., a Maryland corporation (the "Corporation"), hereby adopts the following plan (the "Plan") with respect to net investment income dividends and capital gains distributions declared by its Board of Directors on shares of its common stock (the “Common Stock”):

 

1. Unless a stockholder specifically elects to receive cash as set forth below, all net investment income dividends and all capital gains distributions hereafter declared by the Board of Directors shall be payable in shares of the Common Stock of the Corporation, and no action shall be

required on such stockholder's part to receive a distribution in stock.

 

2. Such net investment income dividends and capital gains distributions shall be payable on such date or dates as may be fixed from time to time by the Board of Directors to stockholders of record at the close of business on the record date(s) established by the Board of Directors for the net investment income dividend and/or capital gains distribution involved.

 

3. The Corporation intends to use primarily newly-issued shares of its Common Stock to implement the Plan, whether its shares of Common Stock are trading at a premium or at a discount to net asset value per share of the Common Stock. In the case that such newly issued shares of Common Stock are used to implement the Plan, the number of shares of Common Stock to be issued to a stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by an amount equal to ninety five (95%) percent of the market price per share of the Common Stock at the close of regular trading on the Nasdaq Global Select Market on the valuation date fixed by the Board of Directors for such distribution. Market price per share of Common Stock on that date shall be the closing price for such shares of Common Stock on the Nasdaq Global Select Market or, if no sale is reported for such day, at the average of their electronically-reported bid and asked prices of the shares of Common Stock.

 

Notwithstanding the foregoing, the Corporation reserves the right to instruct the Plan Administrator (defined below), to purchase shares of its Common Stock in the open market in connection with its implementation of the Plan to the extent its shares of Common Stock are trading at a discount to net asset value per share of its Common Stock. Shares of Common Stock purchased in open market transactions by the Plan Administrator will be allocated to a stockholder based upon the average purchase price, excluding any Transaction Processing Fees, of all shares of Common Stock purchased with respect to the net investment income dividends and capital gains distributions. Such purchases will be effected through a broker-dealer selected by the Plan Administrator. The broker-dealer selected by the Plan Administrator will act as a dealer and not in a fiduciary, agency or similar capacity (regardless of any relationship between the Plan Administrator and the Corporation) and may be an affiliate of the Plan Administrator. The broker-dealer may charge per share Transaction Processing Fees which are in addition to and not in lieu of any compensation the Plan Administrator receives as Plan Administrator. Per share Transaction Processing Fees include any applicable brokerage commissions the Plan Administrator is required to pay. Neither the Corporation nor the stockholder will have any authority or power to direct the date, time or price at which shares may be purchased on the open market by the Plan Administrator and no one, other than the Plan Administrator, may select the broker or dealer through or from whom purchases are to be made.

 

 
 

 

 

4. A stockholder may, however, elect to receive his or its net investment income dividends and capital gains distributions in cash. To exercise this option, such stockholder shall notify Computershare Trust Company, N.A. (“Computershare”), the plan administrator and the

Corporation's transfer agent and registrar (collectively the "Plan Administrator"), by telephone, through the Internet or in writing so that such notice is received by the Plan Administrator prior to the record date fixed by the Board of Directors for the net investment income dividend and/or capital gains distribution involved.

 

5. The Plan Administrator will set up an account for shares acquired pursuant to the Plan for each stockholder who has not so elected to receive dividends and distributions in cash (each a "Participant"). The Plan Administrator may hold each Participant's shares, together with the shares of other Participants, in non-certificated form in the Plan Administrator's name or that of its nominee. Upon request by a Participant, received by telephone, through the Internet or in writing prior to the record date, Computershare will, instead of crediting shares to and/or carrying shares in a Participant's account, issue, without charge to the Participant, a certificate registered in the Participant's name for the number of whole shares payable to the Participant and a check for any fractional share, less any applicable fees.

 

6. The Plan Administrator will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable. Although each Participant may from time to time have an undivided fractional interest (computed to six decimal places) in a share of Common Stock of the Corporation, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to each Participant's account. In the event of termination of a Participant's account under the Plan, the Plan Administrator will adjust for any such undivided fractional interest in cash at the market value of the Corporation's shares at the time of termination, less any applicable fees.

 

7. The Plan Administrator will forward to each Participant any Corporation related proxy solicitation materials and each Corporation report or other communication to stockholders, and will vote any shares held by it under the Plan in accordance with the instructions set forth on

proxies returned by Participants to the Corporation.

 

8. In the event that the Corporation makes available to its stockholders rights to purchase additional shares or other securities, the shares held by the Plan Administrator for each Participant under the Plan will be added to any other shares held by the Participant in certificated

form in calculating the number of rights to be issued to the Participant.

 

 
 

 

9. The Plan Administrator's service fee, if any, and expenses for administering the Plan, including Transaction Processing Fees on purchases on the open market, will be paid for by the Corporation.

 

10. Each Participant may terminate his or its account under the Plan by so notifying the Plan Administrator by telephone, through the Internet or in writing. Such termination will be effective immediately if the Participant's notice is received by the Plan Administrator prior to any dividend or distribution record date. If notice to stop distributions is received after a record date for a distribution payment, the Plan Administrator, in its sole discretion, may either pay such distribution in cash or reinvest it in shares on behalf of the discontinuing Participant. If such distribution is reinvested, the Plan Administrator may sell the shares purchased and remit the proceeds to the Participant, less any applicable fees. The Plan may be terminated by the Corporation upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any dividend or distribution by the Corporation. Upon any termination,

the Plan Administrator will cause a certificate or certificates to be issued for the full shares held for the Participant under the Plan and a cash adjustment for any fractional share less any applicable fees to be delivered to the Participant. If a Participant elects by his or its telephonic, Internet or written notice to the Plan Administrator in advance of termination to have the Plan Administrator sell part or all of his or its shares and remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a $2.50 transaction fee plus a Transaction Processing Fee for each share sold, from the proceeds. Per share Transaction Processing Fees include any applicable brokerage commissions the Plan Administrator is required to pay.

 

11. The automatic reinvestment of dividends does not relieve Participants of any taxes which may be payable on dividends. Participants will receive tax information annually, including any dividend income Participants received during the year (which consists of any Transaction Processing fees paid on the Participant’s behalf by the Corporation on dividends) for their personal records and to help them prepare their federal income tax return. For further information as to tax consequences of participation in the Plan, Participants should consult with their own tax advisors.

 

12. These terms and conditions may be amended or supplemented by the Corporation at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives telephonic, Internet or written notice of the termination of his or its account under the Plan. Any such amendment may include an appointment by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment of any agent for the purpose of receiving dividends and distributions, the Corporation will be authorized to pay to such successor agent, for each Participant's account, all dividends and distributions payable on shares of the Corporation held in the Participant's name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.

 

 
 

 

13. The Plan Administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under this Plan and to comply with applicable law, but assumes no responsibility and shall not be

liable for loss or damage due to errors unless such error is caused by the Plan Administrator's negligence, bad faith, or willful misconduct or that of its employees or agents.

 

14. Contact information for the Plan Administrator is as follows: through the Internet at www.computerhsare/investor, telephone number is 1-800-426-5523 and written correspondence can be mailed to Computershare Trust Company, N.A., P.O. Box 30170, College Station, TX 77845.

 

15. These terms and conditions shall be governed by the laws of the State of New York.

 

Adopted: May 13, 2015

 

 

 

 

Exhibit 99.77Q2

 

COMPLIANCE WITH SECTION 16 (a) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the Investment Company Act of 1940 require Oxford Lane Capital Corp.’s (the “Fund”) directors, officers and persons who beneficially own more than 10 percent of the Fund’s shares of common stock to file reports of ownership of the Fund’s shares of common stock and changes in such ownership on Forms 3, 4, and 5 with the Securities and Exchange Commission (“SEC”). Such persons are required by SEC regulations to furnish the Fund with copies of all such filings. Based solely upon a review of the copies of such forms furnished, the Fund does not know of any director, officer or person who beneficially owns more than 10 percent of the Fund’s shares of common stock who, during the Fund’s last fiscal year, failed to file on a timely basis the required reports.