0000905148-24-001148.txt : 20240410 0000905148-24-001148.hdr.sgml : 20240410 20240410130645 ACCESSION NUMBER: 0000905148-24-001148 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240410 DATE AS OF CHANGE: 20240410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AG Twin Brook Capital Income Fund CENTRAL INDEX KEY: 0001913724 ORGANIZATION NAME: IRS NUMBER: 886103622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93859 FILM NUMBER: 24835015 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: (212) 692-8237 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOMURA ASSET MANAGEMENT CO LTD CENTRAL INDEX KEY: 0001055964 ORGANIZATION NAME: IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TOYOSU BAYSIDE CROSS TOWER STREET 2: 2-2-1, TOYOSU, KOTO-KU CITY: TOKYO STATE: M0 ZIP: 135-0061 BUSINESS PHONE: 0332419511 MAIL ADDRESS: STREET 1: TOYOSU BAYSIDE CROSS TOWER STREET 2: 2-2-1, TOYOSU, KOTO-KU CITY: TOKYO STATE: M0 ZIP: 135-0061 SC 13G/A 1 13ga.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

AG Twin Brook Capital Income Fund
(Name of Issuer)

Class I common shares of beneficial interest, par value $0.001 per share
(Title of Class of Securities)

00840T100
(CUSIP Number)

March 31, 2024
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


 ☒
Rule 13d-1(b)

☐
Rule 13d-1(c)

☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G

CUSIP No.
00840T100

1
NAMES OF REPORTING PERSONS


Nomura Asset Management Co., Ltd.




2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)☐

(b)☒


3
SEC USE ONLY







4
CITIZENSHIP OR PLACE OF ORGANIZATION


Tokyo, Japan




NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER


5,774,724 (1)




6
SHARED VOTING POWER


0




7
SOLE DISPOSITIVE POWER


5,774,724 (1)




8
SHARED DISPOSITIVE POWER


0




9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


5,774,724 (1)




10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)


☐




11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


15.3% (1)




12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


IA




  (1) See Item 4.
    
Page 2 of 5
Item 1.

(a)

Name of Issuer: AG Twin Brook Capital Income Fund (the "Issuer")
(b)
Address of Issuer’s Principal Executive Offices: 245 Park Avenue, 26th Floor, New York, NY 10167

Item 2.

(a)
Name of Person Filing: Nomura Asset Management Co., Ltd. (the "Reporting Person")
(b)
Address of Principal Business Office or, if None, Residence:
Toyosu Bayside Cross Tower, 2-2-1, Toyosu, Koto-ku, Tokyo, 135-0061, Japan

(c)
Citizenship: Nomura Asset Management Co., Ltd. - Tokyo, Japan
(d)
Title and Class of Securities: Class I common shares of beneficial interest, par value $0.001 per share (the “Common Shares”)
(e)
CUSIP No.: 00840T100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
☐
Broker or dealer registered under Section 15 of the Act;

(b)
☐
Bank as defined in Section 3(a)(6) of the Act;

(c)
☐
Insurance company as defined in Section 3(a)(19) of the Act;

(d)
☐
Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)
☒
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)
☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)
☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)
☐
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)
☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)
☐
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)
☐
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____
Page 3 of 5
Item 4.
Ownership
(a)
Amount Beneficially Owned: 5,774,724

The number of Common Shares reported herein as beneficially owned by the Reporting Person includes 3,819,504 Common Shares that the Reporting Person estimates it will receive based on its $97,130,000 subscription on March 1, 2024, but which number has not been confirmed by the Issuer as of the date of this filing.
(b)
Percent of Class: 15.3%

The percentage reported herein is based on the sum of (i) 33,951,802 Common Shares outstanding as of March 20, 2024, as reported in the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 21, 2024, which amount excludes Common Shares issued in connection with the Issuer's March 1, 2024 subscriptions since those figures are not known to the Reporting Person as of the date of this filing, plus (ii) 3,819,504 Common Shares that the Reporting Person estimates it will receive based on its $97,130,000 subscription on March 1, 2024, which amount has been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
(c)
Number of shares as to which such person(s) has:

(i)
Sole power to vote or to direct the vote: 5,774,724

(ii)
Shared power to vote or to direct the vote: 0


(iii)
Sole power to dispose or to direct the disposition of: 5,774,724


(iv)
Shared power to dispose or to direct the disposition of: 0

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.
Ownership of more than Five Percent on Behalf of Another Person.

The Nomura Angelo Gordon BDC Fund, which is managed on a discretionary basis by Nomura Asset Management Co., Ltd., has the right or the power to direct the receipt of dividends, or the proceeds from the sale of, the Common Shares.

Item 7.
Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.

Not Applicable

Item 8.
Identification and classification of members of the group.
Not Applicable

Item 9.
Notice of Dissolution of Group.
Not Applicable

Item 10.
Certifications.
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 4 of 5
SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 10, 2024

/s/ 　Iseri Takeshi

Name/Title: Iseri Takeshi, Managing Director, Legal & Compliance Dept., Nomura Asset Management Co., Ltd.


Page 5 of 5