Authorization for Fidelity Bond Renewal
WHEREAS, Section 17(g) of the 1940 Act and Rule 17g-1(a) thereunder, which apply to the Company pursuant to Section 59 of the 1940 Act, require a BDC,
such as the Company, to provide and maintain a bond (a “Fidelity Bond”) which has been issued by a reputable fidelity insurance company authorized to do business in the place where the bond is issued, to protect the Company against larceny
and embezzlement, covering each officer and employee of the BDC who may singly, or jointly with others, have access to the securities or funds of the BDC, either directly or through authority to draw upon such funds of, or to direct generally, the
disposition of such securities, unless the officer or employee has such access solely through his position as an officer or employee of a bank (each, a “Covered Person”);
WHEREAS, Rule 17g-1 under the 1940 Act requires that a majority of the directors who are not “interested persons” of the Company as such term
defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”) approve the reasonableness of the form and amount of the Fidelity Bond, with due consideration to the value of the aggregate assets of the Company to which any
Covered Person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of securities and other investments to be held by the Company, and pursuant to factors contained in Rule 17g-1
under the 1940 Act, which are described in the accompanying memorandum attached hereto; and
WHEREAS, the current Fidelity Bond is scheduled to
expire on June 26, 2023, and the Board wishes to approve in principle the renewal of the Fidelity Bond with Federal Insurance Company, a member company of the Chubb Group of Insurance Companies, or another comparable insurance carrier covering any
employee of the insureds, as defined in the Fidelity Bond, in the aggregate amount of $1.5 million, in form and on terms substantially similar to the existing Fidelity Bond, with management having discretion to increase coverage under the Fidelity
Bond in order to ensure ongoing compliance with the coverage requirements, and to authorize the Company’s officers to negotiate for the necessary coverage;
NOW, THEREFORE, BE IT RESOLVED, that Company’s officers be, and each of them individually hereby is, authorized to arrange for the renewal of the
Fidelity Bond coverage, in form and on terms substantially similar to the present Fidelity Bond coverage, provided that the final terms of the Fidelity Bond, including the total amount of the Fidelity Bond, may be modified as such officers, with the
advice of counsel, may deem necessary, appropriate or desirable consistent with the requirements of the 1940 Act; and be it further;
FURTHER
RESOLVED, that the Company’s officers be, and each of them individually hereby is, authorized, empowered and directed to take all appropriate actions, with the advice of legal counsel to the Company, to provide and maintain the Fidelity
Bond on behalf of the Company, subject to subsequent ratification of those actions by the Board, including a majority of the Independent Directors.