As filed with the Securities and Exchange Commission on November 21, 2016

Securities Act File No. 333-205405
Investment Company Act File No. 811-22432

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



 

FORM N-2



 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

(Check appropriate box or boxes)
Pre-Effective Amendment No. o
Post-Effective Amendment No. 5 x
and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 9 x



 

OXFORD LANE CAPITAL CORP.

(Exact name of Registrant as specified in charter)

8 Sound Shore Drive, Suite 255
Greenwich, CT 06830

(Address of Principal Executive Offices)

Registrant’s telephone number, including Area Code: (203) 983-5275

Jonathan H. Cohen
Chief Executive Officer
Oxford Lane Capital Corp.
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830

(Name and address of agent for service)



 

COPIES TO:

Steven B. Boehm, Esq.
Harry S. Pangas, Esq.
Vlad M. Bulkin, Esq.
Sutherland Asbill & Brennan LLP
700 Sixth Street, N.W., Suite 700
Washington, DC 20001
(202) 383-0100



 

Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  x

 

 


 
 

EXPLANATORY NOTE

This Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 (File Nos. 333-205405 and 811-22432) of Oxford Lane Capital Corp. (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment No. 5 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 5 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 5 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.


 
 

PART C — OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

1. Financial Statements

The following financial statements of Oxford Lane Capital Corp. (the “Registrant” or the “Company”) are included in Part A “Information Required to be in the Prospectus” of the Registration Statement.

INDEX TO FINANCIAL STATEMENTS

 
Statement of Assets and Liabilities as of March 31, 2016     F-2  
Schedule of Investments as of March 31, 2016     F-3  
Statement of Operations for the fiscal year ended March 31, 2016     F-6  
Statement of Changes in Net Assets for the fiscal years ended March 31, 2016 and March 31, 2015     F-7  
Statement of Cash Flows for the fiscal year ended March 31, 2016     F-8  
Notes to Financial Statements, March 31, 2016     F-9  
Report of Independent Registered Public Accounting Firm     F-28  
Schedule of Investments as of June 30, 2016 (unaudited)     F-29  
Notes to Financial Statements, June 30, 2016 (unaudited)     F-32  

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2. Exhibits

 
Exhibit
Number
  Description
a.1   Articles of Amendment and Restatement (1)
a.2   Articles Supplementary Establishing and Fixing the Rights and Preferences of the Term Preferred Shares, including Appendix A thereto relating to the Term Preferred Shares, 8.50% Series 2017, Appendix B thereto relating to the Term Preferred Shares, 7.50% Series 2023 and Appendix C thereto relating to the Term Preferred Shares, 8.125% Series 2024 (5)
b.   Amended and Restated Bylaws (1)
d.1   Form of Common Stock Certificate (1)
d.2   Form of Indenture (2)
d.3   Specimen 7.50% Series 2023 Term Preferred Stock Certificate (3)
d.4   Specimen 8.125% Series 2024 Term Preferred Stock Certificate (4)
e.   Second Amended and Restated Distribution Reinvestment Plan (6)
g.   Form of Investment Advisory Agreement by and between Registrant and Oxford Lane Management, LLC (1)
h.1   Form of Underwriting Agreement (2)
h.2   Form of Equity Distribution Agreement, dated March 7, 2016 (9)
h.3   Form of Amendment No. 1, dated November 21, 2016, to the Equity Distribution Agreement, dated March 7, 2016*
j.   Form of Custodian Agreement by and between Registrant and U.S. Bank National Association (7)
k.   Form of Administration Agreement by and between Registrant and BDC Partners, LLC (1)
l.1   Opinion and Consent of Sutherland Asbill & Brennan LLP (8)
l.2   Opinion and Consent of Sutherland Asbill & Brennan LLP*
n.1   Consent of Independent Registered Public Accounting Firm (10)
n.2   Report of Independent Registered Public Accounting Firm on the senior securities table (10)
r.   Code of Ethics*
99.1   Form of Prospectus Supplement for Common Stock Offerings (2)
99.2   Form of Prospectus Supplement for Preferred Stock Offerings (2)
99.3   Form of Prospectus Supplement for Rights Offerings (2)
99.4   Form of Prospectus Supplement for Debt Offerings (2)

* Filed herewith.
(1) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-167803) filed on November 30, 2010.
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form N-2 (File No. 333-183228) filed on October 5, 2012.
(3) Incorporated by reference to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-183228) filed on June 14, 2013.
(4) Incorporated by reference to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (File No. 333-189805) filed on May 30, 2014.
(5) Incorporated by reference to Post-Effective Amendment No. 6 to the Registrant’s Registration Statement on Form N-2 (File No. 333-195652) filed on June 19, 2015.
(6) Incorporated by reference to Exhibit 99.77Q1 to the Registrant’s annual report on Form NSAR-B filed on May 29, 2015.
(7) Incorporated by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-195652) filed on September 3, 2014.
(8) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-205405) filed on August 17, 2015.
(9) Incorporated by reference to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205405 and 811-22432) filed on March 7, 2016.
(10) Incorporated by reference to Post-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-205405 and 811-22432) filed on August 22, 2016.

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ITEM 26. MARKETING ARRANGEMENTS

The information contained under the heading “Plan of Distribution” in the prospectus contained herein is incorporated herein by reference.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 
SEC registration fee   $ 58,100
FINRA filing fee     75,500 ** 
NASDAQ Global Select Market     5,000  
Printing and postage     120,000  
Legal fees and expenses     200,000  
Accounting fees and expenses     50,000  
Miscellaneous     10,000  
Total   $ 518,600  

Note: Except the SEC registration fee and the FINRA filing fee, all listed amounts are estimates.

* $45,807 of this amount has been offset against filing fees associated with unsold securities registered under a previous registration statement.
** $53,347 of this amount has been offset against filing fees associated with unsold securities registered under a previous registration statement.

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

The information contained under the headings “Management,” “Certain Relationships and Transactions” and “Control Persons and Principal Stockholders” in the prospectus contained herein is incorporated herein by reference.

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the number of record holders of the Registrant’s common stock at August 17, 2016.

 
Title of Class   Number of
Record Holders
Common Stock, par value $0.01 per share     91  

ITEM 30. INDEMNIFICATION

Directors and Officers

Reference is made to Section 2-418 of the Maryland General Corporation Law, Article VII of the Registrant’s charter and Article XI of the Registrant’s Amended and Restated Bylaws.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”).

The Registrant’s charter authorizes the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Registrant’s bylaws obligate the Registrant, to the maximum extent permitted by Maryland

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law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also permit the Registrant to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and any of the Registrant’s employees or agents or any employees or agents of the Registrant’s predecessor. In accordance with the 1940 Act, the Registrant will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received unless, in either case, a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Adviser and Administrator

The Investment Advisory Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Oxford Lane Management, LLC (the “investment adviser”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the investment adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser of the Registrant.

The Administration Agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, BDC Partners, LLC and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of BDC Partners, LLC’s services under the Administration Agreement or otherwise as administrator for the Registrant.

The law also provides for comparable indemnification for corporate officers and agents. Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,

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unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A description of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser, and each managing director, director or executive officer of the investment adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management — Board of Directors and Executive Officers,” “Investment Advisory Agreement” and “Portfolio Management — Investment Personnel.” Additional information regarding the investment adviser and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-71654), under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:

(1) the Registrant, Oxford Lane Capital Corp., 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830;
(2) the Transfer Agent, Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021;
(3) the Custodian, U.S. Bank National Association, One Federal Street, 3 rd Floor, Boston, MA 02110; and
(4) the Investment Adviser, Oxford Lane Management, LLC, 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830.

ITEM 33. MANAGEMENT SERVICES

Not applicable.

ITEM 34. UNDERTAKINGS

(1) Registrant undertakes to suspend the offering of the shares of common stock covered hereby until it amends its prospectus contained herein if (a) subsequent to the effective date of this Registration Statement, its net asset value per share of common stock declines more than 10% from its net asset value per share of common stock as of the effective date of this Registration Statement, or (b) its net asset value per share of common stock increases to an amount greater than its net proceeds as stated in the prospectus contained herein.
(2) Not applicable.
(3) Registrant undertakes in the event that the securities being registered are to be offered to existing stockholders pursuant to warrants or rights, and any securities not taken by shareholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent underwriting thereof. Registrant further undertakes that if any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, the Registrant shall file a post-effective amendment to set forth the terms of such offering.

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(4) Registrant undertakes:
(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(b) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at the time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d) that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the Registrant is subject to Rule 430C [17 CFR 230.430C]: Each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the Securities Act of 1933 [17 CFR 230.497(b), (c), (d) or (e)] as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the Securities Act of 1933 [17 CFR 230.430A], shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
(e) that for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(i) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act of 1933 [17 CFR 230.497];

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(ii) the portion of any advertisement pursuant to Rule 482 under the Securities Act of 1933 [17 CFR 230.482] relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iii) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(f) To file a post-effective amendment to the registration statement, and to suspend any offers or sales pursuant the registration statement until such post-effective amendment has been declared effective under the 1933 Act, in the event the shares of Registrant are trading below its net asset value and either (i) Registrant receives, or has been advised by its independent registered accounting firm that it will receive, an audit report reflecting substantial doubt regarding the Registrant’s ability to continue as a going concern or (ii) Registrant has concluded that a material adverse change has occurred in its financial position or results of operations that has caused the financial statements and other disclosures on the basis of which the offering would be made to be materially misleading.
(5) Registrant undertakes that:
(a) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this Registration Statement as of the time it was declared effective.
(b) For purposes of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to a new registration statement relating to the securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) Not applicable.
(7) The Registrant undertakes to file a post-effective amendment to the registration statement pursuant to Section 8(c) of the Securities Act of 1933 in connection with any rights offering off of the registration statement that will result in greater than 15% dilution to the net asset value per share of the Registrant’s common stock.
(8) The Registrant undertakes to file a post-effective amendment to the registration statement during any period in which offers or sales of the Registrant’s securities are being made at a price below the net asset value per share of the Registrant’s common stock as of the date of the commencement of such offering and such offering will result in greater than 15% dilution to the net asset value per share of the Registrant’s common stock.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Greenwich, in the State of Connecticut, on the 21 st day of November, 2016.

 
  OXFORD LANE CAPITAL CORP.
    

By:

/s/ Jonathan H. Cohen

Jonathan H. Cohen
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 5 to the Registration Statement on Form N-2 has been signed by the following persons on behalf of the Registrant, and in the capacities indicated, on the 21 st day of November, 2016.

 
Signature   Title
/s/ Jonathan H. Cohen

Jonathan H. Cohen
  Chief Executive Officer and Director (Principal Executive Officer)
*

Mark J. Ashenfelter
  Chairman of the Board and Director
*

John Reardon
  Director
*

Saul B. Rosenthal
  President and Director
*

David S. Shin
  Director
/s/ Bruce L. Rubin

Bruce L. Rubin
  Chief Financial Officer (Principal Financial and Accounting Officer)
Signed by Jonathan H. Cohen pursuant to a power of attorney signed by each individual and filed with this Registration Statement on July 1, 2015.


 

Exhibit h3

 

OXFORD LANE CAPITAL CORP.

 

Common Stock, $.01 par value per share

 

[FORM OF AMENDMENT NO. 1 TO

EQUITY DISTRIBUTION AGREEMENT]

 

This Amendment No. 1, dated November 21, 2016 (the “Amendment” ), is to the Equity Distribution Agreement, dated March 7, 2016, by and among Oxford Lane Capital Corp., a Maryland corporation (the “Company” ), Oxford Lane Management, LLC, a limited liability company organized under the laws of the State of Connecticut (the “Adviser” ), and BDC Partners, LLC, a limited liability company organized under the laws of the State of Delaware ( “BDC Partners” ), on the one hand, and Ladenburg Thalmann & Co. Inc. ( “Ladenburg” ) on the other hand (the “Equity Distribution Agreement” ).

 

WHEREAS , the Company, the Adviser, BDC Partners and Ladenburg have entered into the Equity Distribution Agreement pursuant to which from time to time during the term of the Equity Distribution Agreement, on the terms and subject to the conditions set forth therein, the Company may issue and sell through Ladenburg, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share, having an aggregate offering price of up to $25,000,000 (the “Maximum Amount” ); and

 

WHEREAS , the Company, the Adviser, BDC Partners and Ladenburg desire to amend the Equity Distribution Agreement in order to increase the Maximum Amount from $25,000,000 to $50,000,000;

 

NOW THEREFORE , in consideration of the mutual promises contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby amend the Equity Distribution Agreement and agree as follows:

 

Amendment of the First Paragraph of Section 1 .         The first paragraph of Section 1 of the Equity Distribution Agreement is replaced in its entirety with the following:

 

“Each of the Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Ladenburg, acting as agent and/or principal, shares of the Company’s common stock, $0.01 par value per share (the “ Common Shares ”), having an aggregate offering price of up to $50,000,000 (the “ Maximum Amount ”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “ Shares ”) shall be the sole responsibility of the Company, and Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Shares through Ladenburg will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “ Commission ”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares.”

 

 

 

 

Waivers for Amendment; Consent .    The Company, the Adviser, BDC Partners and Ladenburg, by the execution of this Amendment, hereby consent to the amendments, modifications and supplements to the Equity Distribution Agreement contemplated herein.

 

No Other Amendments .        Except as set forth above, no other amendments to the Equity Distribution Agreement are intended by the parties hereto, are made, or shall be deemed to be made, pursuant to this Amendment, and all provisions of the Equity Distribution Agreement, including all Exhibits thereto, unaffected by this Amendment shall remain in full force and effect.

 

Capitalized Terms .    Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Equity Distribution Agreement.

 

Headings .    The section headings contained in this Amendment are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Amendment.

 

Execution of Counterparts .    This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

 

[ Remainder of Page Intentionally Left Blank ]

 

 

 

 

*         *         *

 

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the Equity Distribution Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

 

  Very truly yours,
   
  OXFORD LANE CAPITAL CORP.
     
  By:  
    Name: Jonathan H. Cohen
    Title:   Chief Executive Officer
   
  OXFORD LANE MANAGEMENT, LLC
     
  By: BDC Partners, LLC, as Managing Member
     
  By:  
    Name: Jonathan H. Cohen
    Title:   Chief Executive Officer
     
  BDC PARTNERS, LLC
     
  By:  
    Name: Jonathan H. Cohen
    Title:   Chief Executive Officer

 

CONFIRMED AND ACCEPTED, as of

the date first above written:

 

LADENBURG THALMANN & CO. INC.

 

By:    
Name:  
Title:  

 

 

 

 

 

Exhibit l.2

 

[Letterhead of Sutherland Asbill & Brennan LLP]

 

November 21, 2016

 

Oxford Lane Capital Corp.

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

 

Re: Oxford Lane Capital Corp.
Registration Statement on Form N-2

 

Ladies and Gentlemen:

 

We have acted as counsel to Oxford Lane Capital Corp., a Maryland corporation (the “Company” ), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission” ) of a registration statement on Form N-2 on July 1, 2015 (as amended from time to time, the “Registration Statement” ) under the Securities Act of 1933, as amended (the “Securities Act” ), with respect to the offer, issuance and sale from time to time pursuant to Rule 415 under the Securities Act of up to $500,000,000 in aggregate offering amount of (i) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock” ); (ii) shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock” ); (iii) subscription rights representing the right to purchase shares of Common Stock or Preferred Stock; and (iv) debt securities (collectively, the “Securities” ). The Registration Statement provides that the Securities may be issued from time to time in amounts, at prices, and on terms to be set forth in one or more supplements to the final prospectus included in the Registration Statement at the time it becomes effective.

 

This opinion letter is rendered in connection with the issuance and sale from time to time of up to $50,000,000 in aggregate offering amount of shares of Common Stock (the “Shares” ), described in the prospectus supplement, dated as of August 24, 2016 (the “First Prospectus Supplement” ), as supplemented by the prospectus supplement, dated as of November 21, 2016 (and together with the First Prospectus Supplement and the base prospectus, dated as of August 23, 2016, included therein, the “Prospectus” ), filed with the Commission pursuant to Rule 497 under the Securities Act. The Shares are to be sold by the Company pursuant to an equity distribution agreement, dated as of March 7, 2016, as amended by Amendment No. 1 to the Equity Distribution Agreement, dated November 21, 2016 (collectively, the “Distribution Agreement” ) by and among the Company, Oxford Lane Management, LLC, BDC Partners, LLC, and Ladenburg Thalmann & Co. Inc.

 

 

 

 

Oxford Lane Capital Corp.

November 21, 2016

Page 2

 

As counsel to the Company, we have participated in the preparation of the Registration Statement and the Prospectus and have examined the originals or copies, certified or otherwise identified to our satisfaction as being true copies, of the following:

 

(i) The Distribution Agreement;

 

(ii) The Articles of Amendment and Restatement of the Company, as amended by the Articles Supplementary thereto, dated as of June 19, 2015 (and as amended by Annex A, Annex B and Annex C thereto), certified as of a recent date by the State Department of Assessments and Taxation of the State of Maryland ( “SDAT” );

 

(iii) The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

 

(iv) A Certificate of Good Standing with respect to the Company issued by the SDAT as of a recent date; and

 

(v) The resolutions of the board of directors of the Company, or a duly authorized committee thereof, relating to, among other things, the authorization and approval of (i) the preparation and filing of the Registration Statement, (ii) the issuance, offer and sale of the Securities pursuant to the Registration Statement, (iii) the authorization and issuance, offer and sale of the Shares pursuant to the Registration Statement, and (iv) the execution and delivery of the Distribution Agreement, certified as of the date hereof by an officer of the Company.

 

With respect to such examination and our opinion expressed herein, we have assumed, without any independent investigation or verification, (i) the genuineness of all signatures on all documents submitted to us for examination, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed or reproduced copies and the authenticity of the originals of such copied documents, and (v) that all certificates issued by public officials have been properly issued. We also have assumed without independent investigation or verification the accuracy and completeness of all corporate records made available to us by the Company.

 

As to certain matters of fact relevant to the opinions in this opinion letter, we have relied upon certificates of public officials (which we have assumed remain accurate as of the date of this opinion), upon certificates and/or representations of officers and employees of the Company, upon such other certificates as we deemed appropriate. We have not independently established the facts, or in the case of certificates of public officials, the other statements, so relied upon.

 

The opinions set forth below are limited to the effect of the Maryland General Corporation Law, as in effect on the date hereof, and we express no opinion as to the applicability or effect of any other laws of such jurisdiction or the laws of any other jurisdictions. Without limiting the preceding sentence, we express no opinion as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance and sale of the Shares.

 

 

 

 

Oxford Lane Capital Corp.

November 21, 2016

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On the basis of and subject to the foregoing, and in reliance thereon, and subject to the limitations and qualifications set forth in this opinion letter, we are of the opinion that the Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Distribution Agreement, will be validly issued, fully paid and nonassessable.

 

The opinions expressed in this opinion letter (i) are strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no other opinions are to be implied and (ii) are only as of the date of this opinion letter, and we are under no obligation, and do not undertake, to advise the addressee of this opinion letter or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion in this opinion letter.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. We do not admit by giving this consent that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Respectfully submitted,
   
  /s/ SUTHERLAND ASBILL & BRENNAN LLP

 

 

 

Exhibit r

 

CODE OF ETHICS & INSIDER TRADING POLICY
FOR

OXFORD LANE CAPITAL CORP.,

OXFORD LANE MANAGEMENT, LLC

AND

BDC PARTNERS, LLC

 

Section I Statement of General Fiduciary Principles

 

This Code of Ethics and Insider Trading Policy (the “Code” ) has been adopted by each of Oxford Lane Capital Corp. (the “Corporation” ), Oxford Lane Management, LLC ( “Oxford Lane Management” ) and BDC Partners ( “BDC Partners” ), in compliance with Rule 17j-1 under the Investment Company Act of 1940 (the “Act” ). The purpose of the Code is to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Corporation may abuse their fiduciary duty to the Corporation, and otherwise to deal with the types of conflict of interest situations to which Rule 17j- 1 is addressed. Oxford Lane Management is the Corporation’s investment adviser and BDC Partners is the managing member of Oxford Lane Management as well as the Corporation’s administrator. All personnel of Oxford Lane Management are employees of BDC Partners.

 

The Code is based on the principle that the directors and officers of the Corporation, and the managers, officers and employees of Oxford Lane Management and BDC Partners, who provide services to the Corporation, owe a fiduciary duty to the Corporation to conduct their personal securities transactions in a manner that does not interfere with the Corporation’s transactions or otherwise take unfair advantage of their relationship with the Corporation. All directors, managers, officers and employees of the Corporation, Oxford Lane Management and BDC Partners ( “Covered Personnel” ) are expected to adhere to this general principle as well as to comply with all of the specific provisions of this Code that are applicable to them. Any Covered Personnel who is affiliated with another entity that is a registered investment adviser is, in addition, expected to comply with the provisions of the code of ethics that has been adopted by such other investment adviser.

 

Technical compliance with the Code will not automatically insulate any Covered Personnel from scrutiny of transactions that show a pattern of compromise or abuse of the individual’s fiduciary duty to the Corporation. Accordingly, all Covered Personnel must seek to avoid any actual or potential conflicts between their personal interests and the interests of the Corporation and its shareholders. In sum, all Covered Personnel shall place the interests of the Corporation before their own personal interests.

 

All Covered Personnel must read and retain this Code of Ethics.

 

Section II Definitions

 

(A)   “Access Person” means any director, employee, officer or Advisory Person (as defined below) of the Corporation, Oxford Lane Management or BDC Partners.

 

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(B)  An “Advisory Person” of the Corporation, Oxford Lane Management, or BDC Partners means:

(i) any employee of the Corporation, Oxford Lane Management or BDC Partners, or any company in a Control (as defined below) relationship to the Corporation, Oxford Lane Management or BDC Partners, who in connection with his or her regular functions or duties makes, participates in, or obtains information regarding the purchase or sale of any Covered Security (as defined below) by the Corporation, or whose functions relate to the making of any recommendation with respect to such purchases or sales; and (ii) any natural person in a Control relationship to the Corporation, Oxford Lane Management or BDC Partners, who obtains information concerning recommendations made to the Corporation with regard to the purchase or sale of any Covered Security by the Corporation.

 

(C)   “Beneficial Ownership” is interpreted in the same manner as it would be under Rule 16a- 1(a)(2) under the Securities Exchange Act of 1934 (the “1934 Act”) in determining whether a person is a beneficial owner of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.

 

(D)   “Chief Compliance Officer” means the Chief Compliance Officer of the Corporation, Oxford Lane Management and BDC Partners. The Chief Compliance Officer is Gerald Cummins.

 

(E)   “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act.

 

(F)   “Covered Security” means a security as defined in Section 2(a)(36) of the Act, to wit: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

 

“Covered Security” does not include: (i) direct obligations of the Government of the United States;

(ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares issued by open-end investment companies registered under the Act. References to a Covered Security in this Code (e.g., a prohibition or requirement applicable to the purchase or sale of a Covered Security) shall be deemed to refer to and to include any warrant for, option in, or security immediately convertible into that Covered Security, and shall also include any instrument that has an investment return or value that is based, in whole or in part, on that Covered Security (collectively, “Derivatives” ). Therefore, except as otherwise specifically provided by this Code: (i) any prohibition or requirement of this Code applicable to the purchase or sale of a Covered Security shall also be applicable to the purchase or sale of a Derivative relating to that Covered Security; and (ii) any prohibition or requirement of this Code applicable to the purchase or sale of a Derivative shall also be applicable to the purchase or sale of a Covered Security relating to that Derivative.

 

(G)   “Federal Securities Laws” means the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted under the Bank Secrecy Act by the Commission or the Department of the Treasury.

 

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(H)   “Independent Director” means a director of the Corporation who is not an “interested person” of the Corporation within the meaning of Section 2(a)(19) of the Act.

 

(I)   “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

 

(J)   “Investment Personnel” of the Corporation, Oxford Lane Management or BDC Partners means: (i) any employee of the Corporation, Oxford Lane Management or BDC Partners (or of any company in a Control relationship to the Corporation, Oxford Lane Management or BDC Partners) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Corporation; and (ii) any natural person who controls the Corporation, Oxford Lane Management or BDC Partners and who obtains information concerning recommendations made to the Corporation regarding the purchase or sale of securities by the Corporation.

 

(K)   “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

 

(L)   “Security Held or to be Acquired” by the Corporation means: (i) any Covered Security which, within the most recent 15 days: (A) is or has been held by the Corporation; or (B) is being or has been considered by the Corporation or Oxford Lane Management for purchase by the Corporation; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in Section II (K)(i).

 

(M)   “17j-1 Organization” means the Corporation, Oxford Lane Management or BDC Partners, as the context requires.

 

Section III Objective and General Prohibitions

 

All Access Persons are required to comply with the Federal Securities Laws, the fiduciary duty owed by an Adviser to its Clients and this Code.

 

Covered Personnel may not engage in any investment transaction under circumstances in which the Covered Personnel benefits from or interferes with the purchase or sale of investments by the Corporation. In addition, Covered Personnel may not use information concerning the investments or investment intentions of the Corporation, or their ability to influence such investment intentions, for personal gain or in a manner detrimental to the interests of the Corporation.

 

Covered Personnel may not engage in conduct that is deceitful, fraudulent or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of investments by the Corporation. In this regard, Covered Personnel should recognize that Rule 17j-1 makes it unlawful for any affiliated person of the Corporation, or any affiliated person of an investment adviser for the Corporation, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Corporation to:

 

(i) employ any device, scheme or artifice to defraud the Corporation;

 

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(ii) make any untrue statement of a material fact to the Corporation or omit to state to the Corporation a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

(iii) engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Corporation; or

 

(iv) engage in any manipulative practice with respect to the Corporation.

 

Covered Personnel should also recognize that a violation of this Code or of Rule 17j-1 may result in the imposition of: (1) sanctions as provided by Section VIII below; or (2) administrative, civil and, in certain cases, criminal fines, sanctions or penalties.

 

Section IV Prohibited Transactions

 

An Access Person may not purchase or otherwise acquire direct or indirect Beneficial Ownership of any Covered Security, and may not sell or otherwise dispose of any Covered Security in which he or she has direct or indirect Beneficial Ownership, if he or she knows or should know at the time of entering into the transaction that: (1) the Corporation has purchased or sold the Covered Security within the last 15 calendar days, or is purchasing or selling or intends to purchase or sell the Covered Security in the next 15 calendar days; or (2) Oxford Lane Management has within the last 15 calendar days considered purchasing or selling the Covered Security for the Corporation or within the next 15 calendar days intends to consider purchasing or selling the Covered Security for the Corporation.

 

Section V Pre-Clearance Requirement

 

Oxford Lane and BDC Partners will maintain a restricted list that attempts to identify securities that

(i) Oxford Lane and BDC Partners have obtained non-public information and (ii) represent potential or actual conflicts of interest with the securities transactions of clients.

 

The following categories of Securities are automatically on the restricted list:

 

· All private and public debt securities rated below BBB- or Baa3 or equivalent.
· All securities that meet the criteria for the 70% qualified asset test for BDCs, in particular publicly traded equity with a capitalization below $250 million.
· Securities in bankruptcy or subject to bankruptcy proceedings.
· CLOs, CDOs or CMOs
· Any security of an issuer owned by or being considered for purchase by any Fund of the adviser or by a Fund of an affiliated adviser. As an example, the Company owns (or is considering the purchase of) privately issued debt of public company XYZ Corp, then the common stock of XYZ Corp is on the restricted list.
· Any derivative security whose potential for profit or loss is linked to any security on the restricted list, including but not limited to calls, puts and total return swaps.

 

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An Access Person must obtain approval from the Corporation, Oxford Lane Management or BDC Partners, as the case may be, before directly or indirectly acquiring Beneficial Ownership in any Covered Security on the restricted list, an Initial Public Offering or in a Limited Offering or before directly or indirectly disposing of Beneficial Ownership in any Covered Security on the restricted list. Such approval must be obtained from the Chief Compliance Officer, unless he is the person seeking such approval, in which case it must be obtained from the President of the 17j-1 Organization. (See Pre-Clearance Request form attached as Appendix A)

 

Transactions in securities of the Corporation are subject to restrictions as more fully described in the Corporation’s compliance manual (a “ Blackout Period ”). Transactions in the Corporation’s securities are prohibited during the Blackout Period; however, even outside the Blackout Period transactions in the Corporation’s securities require the additional approval of the CEO, President or CFO.

 

No Access Person shall recommend any transaction in any Covered Securities by the Corporation without having disclosed to the Chief Compliance Officer his or her interest, if any, in such Covered Securities or the issuer thereof, including: the Access Person’s Beneficial Ownership of any Covered Securities of such issuer; any contemplated transaction by the Access Person in such Covered Securities; any position the Access Person has with such issuer; and any present or proposed business relationship between such issuer and the Access Person (or a party in which the Access Person has a significant interest).

 

Section VI Exceptions

 

Notwithstanding the foregoing, no Access Person or Investment Personnel of the Corporation, Oxford Lane Management or BDC Partners shall be required to submit a Pre-Clearance Request form in connection with (i) the acquisition or disposition of a Covered Security by an account managed by an unaffiliated broker-dealer or registered investment adviser for the benefit of such Access Person (a “ Managed Account ”) provided that the Access Person provides to the Chief Compliance Officer on the letterhead of the unaffiliated broker-dealer or investment adviser a letter substantially in the form attached as Appendix B or, where the investment adviser or unaffiliated broker-dealer has its own form, as the Chief Compliance Officer approves, (ii) the acquisition of a Covered Security directly from the Corporation in connection with a primary public offering where such acquisition is made on the same basis and in the same manner as all other investors participating in such offering or (iii) transactions under a dividend reinvestment plan. However, your election to participate in the dividend reinvestment plan of the Corporation, or to increase your level of participation in the plan, would be subject to this policy, including its applicable black-out periods. The policy also applies to your sale of any securities of the Corporation purchased pursuant to the plan.

 

Section VII Reports by Access Persons

 

(A) Personal Securities Holdings Reports.

 

All Access Persons shall within 10 days of the date on which they become Access Persons, and thereafter, within 30 days after the end of each calendar year, disclose the title, number of shares and principal amount of all Covered Securities in which they have a Beneficial Ownership as of the date the person became an Access Person, in the case of such person’s initial report, and as of the last day of the year, as to annual reports. A form of such report, which is hereinafter called a “Personal Securities Holdings Report,” is attached as Schedule A. Each Personal Securities Holdings Report must also disclose the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person or as of the last day of the year, as the case may be. Each Personal Securities Holdings Report shall state the date it is being submitted.

 

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(B) Quarterly Transaction Reports.

 

Within 30 days after the end of each calendar quarter, each Access Person shall make a written report to the Chief Compliance Officer of all transactions occurring in the quarter in a Covered Security in which he or she had any Beneficial Ownership. A form of such report, which is hereinafter called a “Quarterly Securities Transaction Report,” is attached as Schedule B.

 

A Quarterly Securities Transaction Report shall be in the form of Schedule B or such other form approved by the Chief Compliance Officer and must contain the following information with respect to each reportable transaction:

 

(1) Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);

 

(2) Title, interest rate and maturity date (if applicable), number of shares and principal amount of each Covered Security involved and the price of the Covered Security at which the transaction was effected;

 

(3) Name of the broker, dealer or bank with or through whom the transaction was effected; and

 

(4) The date the report is submitted by the Access Person.

 

(C) Independent Directors.

 

Notwithstanding the pre-clearance requirements set forth in Section V or the reporting requirements set forth in this Section VII, an Independent Director who would be required to make a pre- clearance request or report under Section V or Section VII respectively solely by reason of being a director of the Corporation is not required to obtain pre-clearance or file a Personal Securities Holding Report upon becoming a director of the Corporation or an annual Personal Securities Holding Report. Such an Independent Director also need not file a Quarterly Securities Transaction Report unless such director knew or, in the ordinary course of fulfilling his or her official duties as a director of the Corporation, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Covered Security by the director such Covered Security is or was purchased or sold by the Corporation or the Corporation or Oxford Lane Management considered purchasing or selling such Covered Security.

 

(D) Managed Accounts.

 

Managed accounts are subject to the reporting requirements of Section VII, unless an exception to the reporting requirements is granted by the CCO. The CCO may generally grant such an exception, if the managed account is included in a letter substantially in the form attached as Appendix B or, where the investment adviser or unaffiliated broker-dealer has its own form, as the Chief Compliance Officer approves. Regardless of an exception, all managed account must still be disclosed.

 

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(E) Access Persons of Oxford Lane Management and BDC Partners.

 

An Access Person of Oxford Lane Management or BDC Partners need not make a Quarterly Transaction Report to the extent that the report would duplicate information contained in trade confirmations or account statements that Oxford Lane Management holds in its records, provided Oxford Lane Management has received those confirmations or statements not later than 30 days after the close of the calendar quarter in which the transaction takes place.

 

(F) Brokerage Accounts and Statements.

 

Access Persons, except Independent Directors, shall:

 

(1) within 30 days after the end of each calendar quarter, identify the name of the broker, dealer or bank with whom the Access Person established an account in which any securities were held during the quarter for the direct or indirect benefit of the Access Person and identify any new account(s) and the date the account(s) were established. This information shall be included on the appropriate Quarterly Securities Transaction Report.

 

(2) instruct the brokers, dealers or banks with whom they maintain such an account to provide duplicate account statements to the Chief Compliance Officer.

 

(3) on an annual basis, certify that they have complied with the requirements of (1) and (2) above.

 

(G) Form of Reports.

 

A Quarterly Securities Transaction Report may consist of broker statements or other statements that provide a list of all personal Covered Securities holdings and transactions in the time period covered by the report and contain the information required in a Quarterly Securities Transaction Report.

 

(H) Responsibility to Report.

 

It is the responsibility of each Access Person to take the initiative to comply with the requirements of this Section VII. Any effort by the Corporation, or by Oxford Lane Management or BDC Partners and its affiliates, to facilitate the reporting process does not change or alter that responsibility.

 

(I) Where to File Reports.

 

All Quarterly Securities Transaction Reports and Personal Securities Holdings Reports must be filed with the Chief Compliance Officer.

 

(J) Disclaimers.

 

Any report required by this Section V may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect Beneficial Ownership in the Covered Security to which the report relates.

 

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Section VIII Additional Prohibitions

 

(A) Confidentiality of the Corporation’s Transactions.

 

Until disclosed in a public report to shareholders or to the Securities and Exchange Commission in the normal course, all information concerning the securities “being considered for purchase or sale” by the Corporation shall be kept confidential by all Covered Personnel and disclosed by them only on a “need to know” basis. It shall be the responsibility of the Chief Compliance Officer to report any inadequacy found in this regard to the directors of the Corporation.

 

It is improper and inappropriate for any Covered Person to engage in short-term or speculative transactions in the Corporation’s securities. It is therefore the Corporation’s, Oxford Lane Management’s and BDC Partners’ policy that you may not engage in any of the following transactions:

 

Short-Term Trading. Short-term trading of the Corporation’s securities by a director, officer or employee may be distracting to such person and may unduly focus such person on the Corporation’s short-term performance instead of the Corporation’s long-term business objectives. For these reasons, if you purchase the Corporation’s securities in the open market, you may not sell any of the Corporation’s securities of the same class during the six months following such purchase. In addition, Section 16(b) of the Securities Exchange Act of 1934 imposes short-swing profit restrictions on the purchase or sale of the Corporation’s securities by the Corporation’s or Oxford Lane Management’s officers and directors and certain other persons.

 

Short Sales. Short sales of the Corporation’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Corporation’s performance. For these reasons, you may not engage in short sales of the Corporation’s securities. In addition, Section 16(c) of the Securities Exchange Act of 1934 prohibits officers and directors, and certain other persons, from engaging in short sales.

 

Publicly Traded Options. A transaction in options, puts, calls or other derivative securities is, in effect, a bet on the short-term movement of the Corporation’s stock and therefore creates the appearance that a Covered Person is trading based on inside information. Transactions of this sort also may unduly focus such person on the Corporation’s short-term performance instead of the Corporation’s long-term business objectives. Accordingly, you may not enter into any transactions involving options, puts, calls or other derivative securities of the Corporation’s securities, on an exchange or in any other organized market other than covered call writing.

 

(B) Outside Business Activities and Directorships.

 

Access Persons may not engage in any outside business activities that may give rise to conflicts of interest or jeopardize the integrity or reputation of the Corporation. Similarly, no such outside business activities may be inconsistent with the interests of the Corporation. All directorships of public or private companies held by Access Persons shall be reported to the Chief Compliance Officer.

 

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(C) Gratuities.

 

Access Persons shall not, directly or indirectly, take, accept or receive gifts or other consideration in merchandise, services or otherwise of more than nominal value from any person, firm, corporation, association or other entity other than such person’s employer that does business, or proposes to do business, with the Corporation. See Receipt of Gifts Policy attached as Appendix C.

 

Section IX Annual Certification

 

(A) Access Persons.

 

Access Persons who are directors, managers, officers or employees of the Corporation, Oxford Lane Management and BDC Partners shall be required to certify annually that they have read this Code and that they understand it and recognize that they are subject to it. Further, such Access Persons shall be required to certify annually that they have complied with the requirements of this Code. A form of such certification is attached as Schedule C.

 

(B) Board Review.

 

No less frequently than annually, the Corporation, Oxford Lane Management and BDC Partners must furnish to the Corporation’s board of directors, and the board must consider, a written report that: (A) describes any issues arising under this Code of Ethics or procedures since the last report to the board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to material violations; and (B) certifies that the Corporation, Oxford Lane Management or BDC Partners, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

Section X Sanctions

 

Any violation of this Code shall be subject to the imposition of such sanctions by the 17j-1 Organization as may be deemed appropriate under the circumstances to achieve the purposes of Rule 17j-1 and this Code. The sanctions to be imposed shall be determined by the board of directors, including a majority of the Independent Directors, provided, however, that with respect to violations by persons who are directors, managers, officers or employees of Oxford Lane Management or BDC Partners (or of a company that controls Oxford Lane Management or BDC Partners), the sanctions to be imposed shall be determined by Oxford Lane Management or BDC Partners (or the controlling person thereof). Sanctions may include, but are not limited to, suspension or termination of employment, a letter of censure and/or restitution of an amount equal to the difference between the price paid or received by the Corporation and the more advantageous price paid or received by the offending person.

 

Section XI Administration and Construction

 

(A) The administration of this Code shall be the responsibility of the Chief Compliance Officer.

 

(B) The duties of the Chief Compliance Officer are as follows:

 

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(1) Continuous maintenance of a current list of the names of all Access Persons with an appropriate description of their title or employment, including a notation of any directorships held by Access Persons who are officers or employees of Oxford Lane Management or BDC Partners or of any company that controls Oxford Lane Management or BDC Partners, and informing all Access Persons of their reporting obligations hereunder;

 

(2) On an annual basis, providing all Covered Personnel a copy of this Code and informing such persons of their duties and obligations hereunder including any supplemental training that may be required from time to time;

 

(3) Maintaining or supervising the maintenance of all records and reports required by this Code;

 

(4) Issuance either personally or with the assistance of counsel as may be appropriate, of any interpretation of this Code that may appear consistent with the objectives of Rule 17j-1 and this Code;

 

(5) Conduct such inspections or investigations as shall reasonably be required to detect and report, with recommendations, any apparent violations of this Code to the board of directors of the Corporation;

 

(6) Submission of a report to the board of directors of the Corporation, no less frequently than annually, a written report that describes any issues arising under the Code since the last such report, including but not limited to the information described in Section VII (B); and

 

(C) The Chief Compliance Officer shall maintain and cause to be maintained in an easily accessible place at the principal place of business of the 17j-1 Organization, the following records:

 

(1) A copy of all codes of ethics adopted by the Corporation, Oxford Lane Management or BDC Partners and its affiliates, as the case may be, pursuant to Rule 17j-1 that have been in effect at any time during the past five (5) years;

 

(2) A record of each violation of such codes of ethics and of any action taken as a result of such violation for at least five (5) years after the end of the fiscal year in which the violation occurs;

 

(3) A copy of each report made by an Access Person for at least two (2) years after the end of the fiscal year in which the report is made, and for an additional three (3) years in a place that need not be easily accessible;

 

(4) A copy of each report made by the Chief Compliance Officer to the board of directors for two (2) years from the end of the fiscal year of the Corporation in which such report is made or issued and for an additional three (3) years in a place that need not be easily accessible;

 

(5) A list of all persons who are, or within the past five (5) years have been, required to make reports pursuant to the Rule and this Code of Ethics, or who are or were responsible for reviewing such reports;

 

(6) A copy of each report required by Section VII (B) for at least two (2) years after the end of the fiscal year in which it is made, and for an additional three (3) years in a place that need not be easily accessible; and

 

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(7) A record of any decision, and the reasons supporting the decision, to approve the acquisition by Investment Personnel of securities in an Initial Public Offering or Limited Offering for at least five (5) years after the end of the fiscal year in which the approval is granted.

 

(D) This Code may not be amended or modified except in a written form that is specifically approved by majority vote of the Independent Directors.

 

This Code of Ethics was adopted and approved by the Board of Directors of the Corporation, including a majority of the Independent Directors, on July 27, 2016.

 

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INSIDER TRADING POLICY

 

Introduction

 

It is illegal for any person, either personally or on behalf of others, to trade in securities on the basis of material, non-public information. It is also illegal to communicate (or “tip”) material, non-public information to others who may trade in securities on the basis of that information. These illegal activities are commonly referred to as “insider trading.”

 

Potential penalties for each insider trading violation include imprisonment for up to 10 years, civil fines of up to three times the profit gained or loss avoided by the trading, and criminal fines of up to $1 million. In addition, a company whose director, officer or employee violates the insider trading prohibitions may be liable for a civil fine of up to the greater of $1 million or three times the profit gained or loss avoided as a result of the director, officer or employee’s insider trading violations. Furthermore, engaging in short-term trading or other speculative transactions involving the securities of Oxford Lane Capital Corp. (“ Oxford Lane ”) may subject you to additional penalties.

 

Moreover, your failure to comply with the insider trading policy of Oxford Lane, as set forth herein, may subject you to sanctions imposed by Oxford Lane, including dismissal for cause, whether or not your failure to comply with this policy results in a violation of law.

 

This memorandum sets forth Oxford Lane’s policy against insider trading. The objective of this policy is to protect both you and Oxford Lane from securities law violations, or even the appearance thereof. All directors, officers and employees (including temporary employees) of Oxford Lane, and of each of its affiliates and subsidiaries, including its investment adviser Oxford Lane Management, LLC (“ Oxford Lane Management ”) and its administrator BDC Partners, LLC (“ BDC Partners ”), must comply with this policy .

 

You are encouraged to ask questions and seek any follow-up information that you may require with respect to the matters set forth in this policy. Please direct any questions you may have to Gerald Cummins, who serves as Oxford Lane’s Chief Compliance Officer.

 

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Statement of Policy

 

It is the policy of Oxford Lane that no director, officer or employee (including a temporary employee) of Oxford Lane, or of any of its affiliates or subsidiaries, including its investment adviser, Oxford Lane Management, and its administrator, BDC Partners, and any other persons designated by the Chief Compliance Officer, or this policy, as being subject to this policy (collectively, the “ Covered Persons ”):

 

· who is aware of material, non-public information relating to Oxford Lane, may, directly or indirectly through family members or other persons or entities, (a) buy or sell securities of Oxford Lane (other than pursuant to a pre-approved trading plan that complies with Rule 10b5-1 of the Securities Exchange Act of 1934), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside of Oxford Lane, including family and friends;

 

· who, in the course of working for or on behalf of Oxford Lane, learns of material, non- public information about a company with which Oxford Lane does, or is proposing to do, business, including a customer or supplier of Oxford Lane, may trade in that company’s securities until the information becomes public or is no longer material; or

 

· may engage in any transaction involving Oxford Lane’s securities (including any stock plan transaction, gift, loan or pledge or hedge, contribution to a trust, or any other transfer) without first obtaining pre-clearance approval of the transaction by emailing the Chief Compliance Officer, Gerald Cummins, at compliance@ticc.com.

 

As a Covered Person, you are subject to the foregoing restrictions and to the other terms of this policy.

 

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempted from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve Oxford Lane’s reputation for adhering to the highest standards of conduct.

 

What information is material ? All information that an investor might consider important in deciding whether to buy, sell, or hold securities is considered material. Information that is likely to affect the price of a company’s securities is almost always material. Examples of some types of material information are:

 

· financial results or expectations for the quarter or the year;
· financial forecasts;
· changes in dividends;
· possible mergers, acquisitions, joint ventures and other purchases and sales of companies and investments in companies;
· changes in customer relationships with significant customers;
· obtaining or losing important contracts;

 

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· important product developments;
· major financing developments;
· major personnel changes; and
· major litigation developments.

 

What is non-public information? Information is considered to be non-public unless it has been effectively disclosed to the public. Examples of such public disclosure include public filings with the Securities and Exchange Commission and company press releases. Not only must the information have been publicly disclosed, but there must also have been adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered non-public until the third business day after public disclosure.

 

What transactions are prohibited ? When you know material, non-public information about Oxford Lane, you, your spouse and members of your immediate family living in your household are prohibited from the following activities:

 

· trading in Oxford Lane’s securities (including trading in puts and calls for Oxford Lane’s securities);
· having others trade for you in Oxford Lane’s securities; and
· disclosing the information to anyone else who might then trade.

 

Neither you nor anyone acting on your behalf nor anyone who learns the information from you (including your spouse and family members) can trade. This prohibition continues whenever and for as long as you know material, non-public information, even following your termination of employment or other relationship with Oxford Lane.

 

Although it is most likely that any material, non-public information you might learn would be about Oxford Lane or its affiliates or subsidiaries, these prohibitions also apply to trading in the securities of any other company, including any portfolio company or potential merger partner, about which you have material, non-public information.

 

Transactions by Family Members. As noted above, Oxford Lane’s insider trading policy applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Oxford Lane’s securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in Oxford Lane’s securities). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in Oxford Lane’s securities.

 

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What is a Rule 10b5-1 trading plan? Notwithstanding the prohibition against insider trading, Rule 10b5-1 of the Securities Exchange Act of 1934, and this policy permit a Covered Person to trade in Oxford Lane’s securities regardless of his or her awareness of inside information if the transaction is made pursuant to a pre-arranged trading plan that was entered into when the Covered Person was not in possession of material, non-public information. This policy requires trading plans to be written and to specify the amount of, date on, and price at which the securities are to be traded or establish a formula for determining such items. A Covered Person who wishes to enter into a trading plan must email the trading plan to the Chief Compliance Officer, Gerald Cummins, at compliance@ticc.com, for his approval prior to the adoption of the trading plan, or any amendment of a previously adopted plan. Further, trading plans may not be adopted when the Covered Person is in possession of material, non-public information about Oxford Lane. A Covered Person may adopt, amend or replace his or her trading plan only during periods when trading is permitted in accordance with this policy.

 

Transactions Under Company Plans

 

Dividend Reinvestment Plan. If you participate in Oxford Lane’s dividend reinvestment plan, this policy does not apply to purchases of Oxford Lane’s securities under that dividend reinvestment plan resulting from your automatic reinvestment of dividends paid on Oxford Lane’s securities. However, your election to participate in the dividend reinvestment plan, or to increase your level of participation in the plan, would be subject to this policy, including its applicable black-out periods. The policy also applies to your sale of any securities of Oxford Lane purchased pursuant to the plan.

 

Additional Prohibited Transactions

 

Oxford Lane considers it improper and inappropriate for any Covered Person to engage in short- term or speculative transactions in Oxford Lane’s securities. It is therefore Oxford Lane’s policy that you may not engage in any of the following transactions:

 

Short-Term Trading. Short-term trading of Oxford Lane’s securities by a director, officer or employee may be distracting to such person and may unduly focus such person on Oxford Lane’s short-term performance instead of Oxford Lane’s long-term business objectives. For these reasons, if you purchase Oxford Lane’s securities in the open market, you may not sell any of Oxford Lane’s securities of the same class during the six months following such purchase. In addition, Section 16(b) of the Securities Exchange Act of 1934 imposes short-swing profit restrictions on the purchase or sale of Oxford Lane’s securities by Oxford Lane’s officers and directors and certain other persons.

 

Short Sales. Short sales of Oxford Lane’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in Oxford Lane or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve Oxford Lane’s performance. For these reasons, you may not engage in short sales of Oxford Lane’s securities. In addition, Section 16(c) of the Securities Exchange Act of 1934 prohibits officers and directors, and certain other persons, from engaging in short sales.

 

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Publicly Traded Options. A transaction in options, puts, calls or other derivative securities is, in effect, a bet on the short-term movement of Oxford Lane’s stock and therefore creates the appearance that a Covered Person is trading based on inside information. Transactions of this sort also may unduly focus such person on Oxford Lane’s short-term performance instead of Oxford Lane’s long-term business objectives. Accordingly, you may not enter into any transactions involving options, puts, calls or other derivative securities of Oxford Lane’s securities, on an exchange or in any other organized market. (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”)

 

Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the person to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as other shareholders. Therefore, Oxford Lane strongly discourages any Covered Person from engaging in such transactions with respect to Oxford Lane’s securities. In this regard, any person wishing to enter into such an arrangement must first pre-clear the proposed transaction with the Chief Compliance Officer, Gerald Cummins, by emailing a request to him at compliance@ticc.com. Such request for pre-clearance of a hedging or similar arrangement must be received at least two weeks before the Covered Person intends to execute the documents in connection with the proposed transaction and must set forth the reason for the proposed transaction.

 

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Therefore, because a margin sale or foreclosure sale may occur at a time when you are aware of material, non-public information or you are otherwise not permitted to trade in Oxford Lane’s securities, you are prohibited from holding Oxford Lane’s securities in a margin account or pledging Oxford Lane’s securities as collateral for a loan. An exception to this prohibition may be granted where you wish to pledge Oxford Lane’s securities as collateral for a loan and clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. In this regard, any person who wishes to pledge Oxford Lane’s securities as collateral for a loan must email a request for approval to the Chief Compliance Officer, Gerald Cummins, at compliance@ticc.com, at least two weeks prior to the proposed execution of the documents evidencing the proposed pledge.

 

Post-Termination Transactions.

 

The policy continues to apply to your transactions in Oxford Lane’s securities even after you have terminated employment. If you are in possession of material, non-public information when your employment terminates, you may not trade in Oxford Lane’s securities until that information has become public or is no longer material.

 

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Unauthorized Disclosure

 

As discussed above, the disclosure of material, non-public information to others can lead to significant legal difficulties. Therefore, you should not discuss material, non-public information about Oxford Lane with anyone, including other employees, except as required in the performance of your regular duties.

 

Also, it is important that only specifically designated representatives of Oxford Lane discuss Oxford Lane with the news media, securities analysts, and investors. Inquiries of this type received by any employee should be referred to Oxford Lane’s investor relations contact, Bruce Rubin. Alternatively, such inquiries may be referred to the Chief Compliance Officer.

 

Pre-Clearance Procedures

 

To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on inside information, Covered Persons, together with their immediate family members living in their households, may not engage in any transaction involving Oxford Lane’s securities (including any stock plan transaction, gift, loan or pledge or hedge, contribution to a trust, or any other transfer) without first obtaining pre-clearance of the transaction from the Chief Compliance Officer.

 

A request for pre-clearance should be emailed to the Chief Compliance Officer, Gerald Cummins, at compliance@ticc.com, at least two business days in advance of the proposed transaction. The Chief Compliance Officer is under no obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade.

 

As noted above, any person subject to the pre-clearance requirements who wishes to implement a trading plan under Rule 10b5-1 of the Securities Exchange Act of 1934, must first pre-clear the plan with the Chief Compliance Officer by emailing Gerald Cummins, at compliance@ticc.com. As required by Rule 10b5-1, Covered Persons may enter into a trading plan only when they are not in possession of material non-public information. In addition, Covered Persons may not enter into a trading plan during a blackout period. Transactions effected pursuant to a pre- cleared trading plan will not require further pre-clearance at the time of the transaction if the plan specifies the dates, prices and amounts of the contemplated trades, or establishes a formula for determining the dates, prices and amounts .

 

Blackout Periods

 

Quarterly Blackout Periods. Oxford Lane’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for Oxford Lane’s securities. Therefore, you can anticipate that, to avoid even the appearance of trading while aware of material, non-public information, Covered Persons will not be pre-cleared to trade in Oxford Lane’s securities during the period beginning one week prior to the end of Oxford Lane’s fiscal quarter and ending after the second full business day following Oxford Lane’s issuance of its quarterly earnings release or analyst conference call. All Covered Persons are subject to these quarterly blackout periods.

 

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Event-specific Blackout Periods . From time to time, an event may occur that is material to Oxford Lane and is known by only a few Covered Persons. So long as the event remains material and non-public, no Covered Persons may trade in Oxford Lane’s securities. This restriction applies regardless of whether such persons have actual knowledge of the material event in question. The existence of an event-specific blackout will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a person whose trades are subject to pre-clearance requests permission to trade in Oxford Lane’s securities during an event-specific blackout, the Chief Compliance Officer will inform the requester of the existence of a blackout period, without disclosing the reason for the blackout. Any person made aware of the existence of an event-specific blackout should not disclose the existence of the blackout to any other person. The failure of the Chief Compliance Officer to designate a person as being subject to an event-specific blackout will not relieve that person of the obligation not to trade while aware of material, non-public information.

 

Hardship Exceptions . A person who is subject to a quarterly earnings blackout period and who has an unexpected and urgent need to sell Oxford Lane’s stock in order to generate cash may, in appropriate circumstances, be permitted to sell such stock even during the blackout period.

Hardship exceptions may be granted only by the Chief Compliance Officer and must be requested at least two business days in advance of the proposed trade by emailing Gerald Cummins, at compliance@ticc.com. A hardship exception may be granted only if the Chief Compliance Officer concludes that Oxford Lane’s earnings information for the applicable quarter does not constitute material, non-public information. Under no circumstance will a hardship exception be granted during an event-specific blackout period.

 

Questions about this Policy

 

Compliance by all Covered Persons with this policy is of the utmost importance both for you and for Oxford Lane. If you have any questions about the application of this policy to any particular case, please immediately contact the Chief Compliance Officer.

 

Your failure to observe this policy could lead to significant legal problems, as well as other serious consequences, including termination of your employment.

 

Certifications

 

All Covered Persons must certify their understanding of, and intent to comply with, this policy. A copy of the certification that all such persons must sign is attached to this policy.

 

As updated: July 27, 2016

 

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OXFORD LANE CAPITAL CORP.
8 SOUND SHORE DRIVE, SUITE 255
GREENWICH, CT 06830
 

 

Insider Trading Policy Certification

 

This certification is to be signed and returned to the Chief Compliance Officer, Gerald Cummins, and will be retained as part of your permanent personnel file.

 

I hereby certify that I have received a copy of Oxford Lane Capital Corp.’s Insider Trading Policy, read it, and understand that the Insider Trading Policy contains the expectations of Oxford Lane Capital Corp. and its affiliated entities regarding my conduct. Furthermore, I agree to comply with the Insider Trading Policy.

  

  Name (Printed)
   
  Signature
   
  Date

 

The failure to read and/or sign this acknowledgment in no way relieves you of the responsibility to comply with Oxford Lane Capital Corp.’s Insider Trading Policy.

 

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SCHEDULE A

 

PERSONAL SECURITIES HOLDINGS REPORT

 

(1)     I have read and understand the Code of Ethics and Insider Trading Policy of each of Oxford Lane Capital Corp., Oxford Lane Management, LLC, and BDC Partners, LLC (the “Code” ), recognize that the provisions of the Code apply to me and agree to comply in all respects with the procedures described therein. Furthermore, if during the past calendar year I was subject to the Code, I certify that I complied in all respects with the requirement of the Code as in effect during that year. Without limiting the generality of the foregoing, I certify that I have identified all new securities accounts established during each calendar quarter.

 

(2)       I also certify that the following securities brokerage and commodity trading accounts are the only brokerage or commodity accounts in which I trade or hold Covered Securities in which I have a direct or indirect Beneficial Ownership interest, as such terms are defined by the Code, including accounts in which I had no direct or indirect influence or control (such as a fully discretionary third-party managed account through a registered investment advisor) and that, where required by the Code, I have requested that the firms at which such accounts are maintained send duplicate account statements to the Chief Compliance Officer.

 

Account Name   Account number   Broker  

Managed by

3rd party (Y/N)

             
             
             

 

Covered Security positions not held in brokerage accounts such as private placements or common stock positions in self-directed 401K sponsored by an immediate family member’s employer are listed below:

 

Security positions not included in brokerage statements:

 

Name of security  

Principal/share

amount

 

Approximate

date of

acquisition

 

Was the

security issued

by a publicly

traded

company (Y/N)

             
             
             

 

Date of Report:     Print Name:  
         
Date Submitted:     Signature:  

 

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SCHEDULE B

 

QUARTERLY SECURITIES TRANSACTION REPORT

 

The following lists all transactions in Covered Securities, in which I had any direct or indirect Beneficial Ownership interest, that were effected during the last calendar quarter and required to be reported by Section VII (B) of the Code. (If no such transactions took place write “NONE”.) Please sign and date this report and return it to the Chief Compliance Officer no later than the 30 th day of the month following the end of the quarter. Use reverse side if additional space if needed.

 

PURCHASES AND ACQUISITIONS

 

    No. of Shares or   Interest Rate               Broker,
Trade   Principal   and Maturity   Name of           Dealer, or
Date   Amount   Date   Security   Unit Price   Total Price   Bank
                         
                         
                         

 

SALES AND OTHER DISPOSITIONS

 

    No. of Shares or   Interest Rate               Broker,
Trade   Principal   and Maturity   Name of           Dealer, or
Date   Amount   Date   Security   Unit Price   Total Price   Bank
                         
                         
                         

 

NEW ACCOUNTS ESTABLISHED DURING THE QUARTER

 

Name of Broker,
Dealer or Bank
 

Name of Account

and Account Number

 

Date Established

         
         
         

 

Date of Report:     Print Name:  
         
Date Submitted:     Signature:  

 

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SCHEDULE C

 

ACKNOWLEDGMENT AND CERTIFICATION

 

I acknowledge receipt of the Code of Ethics and Insider Trading Policy of each of Oxford Lane Capital Corp., Oxford Lane Management, LLC and BDC Partners, LLC. I have read and understand such Code of Ethics and Insider Trading Policy and agree to be governed by it at all times. Further, if I have been subject to the Code of Ethics and Insider Trading Policy during the preceding year, I certify that I have complied with the requirements of the Code of Ethics and Insider Trading Policy and have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics and Insider Trading Policy.

 

 

  (signature)
   
   
  (please print name)

 

Date:    

 

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Appendix A

 

Oxford Lane Capital Corp./Oxford Lane Management/BDC Partners

 

Pre-Clearance Request

 

As described more fully described in Section V of the Code of Ethics, this form (or an email which contains the information in this form) must be submitted prior to an Access Person executing any Covered Security transaction on the restricted list. This form must also be submitted prior to ordering the purchase of a security in an initial public or in a private offering. Please see the compliance manual for restriction on trades in the Company’s securities.

 

Please complete this form and email the information to the CCO at: compliance@ticc.com.

I confirm as more fully described in the Insider Trading Policy that I am not in possession of Material Non-Public Information regarding this Issuer.

 

Date of Request:    

 

Name:    

 

Transaction type (Buy/Sell/Sell Short/Cover), name of security and Quantity

 

 
 

 

Reason for transaction:  

 

 

The CCO will approve or reject this request by return email. Approvals are valid for the day of approval and the following 3 days (except for limited offerings where approval is valid for 60 days)

 

For Limited Offerings (private placements) you must attach the PPM, term sheet or a similar informational document.

 

For transactions in the Corporation’s securities attached the additional required approval of the CEO, President or CFO.

 

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Appendix B

 

Letterhead of {Name of Broker-Dealer / Adviser}

 

Mr. Gerald Cummins

Chief Compliance Officer

Oxford Lane Capital Corp

8 Sound Shore Drive – Suite 255

Greenwich, CT 06830

 

Dear Mr. Cummins:

 

This letter is being written with respect to the following accounts held at {Name of Broker- Dealer / Adviser} in which {Name of Employee} has a beneficial interest:

 

Account names and numbers

 

· {Name of Broker-Dealer / Adviser} is the adviser on the above listed accounts subject to a written investment advisory agreement or a limited power of attorney (the “Agreement”)

 

· The Agreement authorizes the {Name of Broker-Dealer / Adviser} to act with full discretion with respect to the accounts

 

· {Name of Broker-Dealer / Adviser} will not accept trade requests from {Name of Employee} and {Name of Employee} will not have any direct or indirect influence or control over the investment decisions made for the accounts

 

· {Name of Employee} will have no advanced knowledge on order allocations or trades

 

· Because {Name of Employee} may have access to material non-public information, {Name of Broker-Dealer / Adviser} will neither seek information from {Name of Employee} relating to any company or transaction nor will {Name of Broker-Dealer / Adviser} obtain approval or direction for any trade either prior to or following execution

 

· {Name of Broker-Dealer / Adviser} agrees to arrange for duplicate account statements to be sent to the Chief Compliance Officer of Oxford Lane Capital Corp at the above address

 

Please feel free to contact me if you have any questions or require further information, at {phone number of contact at Broker-Dealer / Adviser} xxx-xxx-xxxx.

 

Salutation

 

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Appendix C

 

Receipt of Gifts Policy

 

Each of BDC Partners, LLC (“BDC”), TICC Capital Corp. (“TICC”), TICC Management, LLC (“TIM”), Oxford Lane Capital Corp. (“OXLC”) and Oxford Lane Management (“OXLM”) has adopted a Codes of Ethics that prohibits all covered employees from receiving gifts of more than a de-minimis value, unless prior approval is obtained in advance from the CCO and the President. For purposes of this prohibition, this memo defines “gift”, sets the de-minimis value levels and describes our gift reporting policy.

 

A “gift” includes any item or service of value received from clients, vendors, potential clients or vendors, or portfolio companies. Gifts include, among other things, tickets to an event, payment for a meal or any other entertainment at which the giver, or a representative from his or her department or business unit, is not present.

 

The following items are not considered to be “gifts” for purposes of this Policy:

 

- Tickets, meals and other entertainment provided by a firm whose representatives are present at the meal or event or travel related thereto;

 

- Usual and customary promotional items (e.g., T shirts, caps, calendars or pens marked with the firm’s logo);

 

- Sample products received from a portfolio company (the value of such products should be reasonable under the circumstances and may not be excessive);

 

- Food items consumed on BDC Partners’ premises.

 

The de-minimis values have been set at $250 for any single gift and $350 in aggregate value from a single source during any calendar year. Under no circumstances may any covered employee accept a gift of either travel or lodging regardless of the estimated value.

 

We also have a gift reporting policy under which all gifts received by a covered employee, including tickets, meals and any other entertainment where the giver is not present, must be reported to the Chief Compliance Officer (the “CCO”) on the attached form within 5 business days of receipt, excepting gifts of food delivered to the corporate premises that meet the de-minimis values.

 

Unsolicited business entertainment, including meals or tickets to cultural and sporting events do not need to be reported if: a) they are not so frequent or of such high value as to raise a question of impropriety and b) the person providing the entertainment is present at the event.

 

Finally, no covered employee may provide a gift or entertainment to a representative of any entity that has, or may have, a business relationship with BDC, TICC, TIM, OXLC or OXLM if the value of such gift or entertainment exceeds what is reasonable and customary under the circumstances of the business relationship. Please contact the CCO with any questions as to whether a proposed gift would be permissible under this standard.

 

Adopted: July 27, 2016

 

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