June 10, 2015
VIA EDGAR
Office of Registration and Reports
U. S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-0505
RE: PENNANTPARK INVESTMENT CORPORATION
File No. 814-00736
Ladies and Gentlemen:
On behalf of PennantPark Investment Corporation (the Corporation), enclosed for filing, pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the 1940 Act), are the following documents:
1. | A copy of the Joint Fidelity Bond and any riders thereto for the Corporation and other joint insureds (attached as Exhibit A); and |
2. | A certified copy of the resolutions approved at the May 5, 2015 Meeting of the Board of Directors of the Corporation in which a majority of the Directors who are not interested persons of the Corporation as defined by Section 2(a)(19) of the 1940 Act approved the amount, type, form and coverage of the Joint Fidelity Bond, the portion of the premium paid by the Corporation and the Joint Fidelity Bond Agreement (attached as Exhibit B); and |
3. | A copy of the Joint Fidelity Bond Agreement, by and among the Corporation and other joint insureds, pursuant to paragraph (f) of Rule 17g-1 (attached as Exhibit C). |
If the Corporation had not been named as a co-insured under this Joint Fidelity Bond Agreement, the Corporation would have maintained a single-insured fidelity bond in the amount of at least $1,250,000 as required under paragraph (d)(1) of Rule 17g-1. A premium of $4,403 was paid for the period May 31, 2015 through May 31, 2016.
Please contact me at (212) 905-1000 if you have any questions.
Sincerely, |
/s/ Aviv Efrat |
Aviv Efrat |
Chief Financial Officer and Treasurer |
PennantPark Investment Corporation |
Certificate of the Secretary
The undersigned, Thomas J. Friedmann, Secretary of PennantPark Investment Corporation, a Maryland corporation (the Corporation), does hereby certify that:
1. | This certificate is being delivered to the Securities and Exchange Commission (the SEC) in connection with the filing of the Corporations joint fidelity bond (the Bond) pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended, and the SEC is entitled to rely on this certificate for purposes of the filing. |
2. | The undersigned is the duly elected, qualified and acting Secretary of the Corporation, and has custody of the corporate records of the Corporation and is a proper officer to make this certification. |
3. | Attached hereto as Exhibit B is a certified copy of the resolutions approved by a majority of the directors who are not interested persons of the Corporation, approving the amount, type, form and coverage of the Bond. |
4. | Premiums have been paid for the period May 31, 2015 to May 31, 2016. |
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 10th day of June, 2015.
/s/ Thomas J. Friedmann |
Thomas J. Friedmann |
Secretary |
|
Exhibit A |
INVESTMENT COMPANY BLANKET BOND
St. Paul Fire and Marine Insurance Company
St. Paul, Minnesota 55102-1396
(A Stock Insurance Company, herein called Underwriter)
DECLARATIONS |
BOND NO. ZBN-41M30652-15-N2 |
Item 1. | Name of Insured (herein called Insured): |
PennantPark Investment Corporation |
Principal Address:
590 Madison Avenue, 15th Floor
New York, NY 10022
Item 2. | Bond Period from 12:01 a.m. on 05/31/15 to 12:01 a.m. on 05/31/2016 the effective date of the termination or cancellation of the bond, standard time at the Principal Address as to each of said dates. |
Item 3. | Limit of Liability |
Subject to Sections 9, 10, and 12 hereof: |
Limit of Liability | Deductible Amount |
|||||||
Insuring Agreement A - FIDELITY |
$ | 5,000,000 | $ | 25,000 | ||||
Insuring Agreement B - AUDIT EXPENSE |
$ | 50,000 | $ | 5,000 | ||||
Insuring Agreement C - PREMISES |
$ | 5,000,000 | $ | 25,000 | ||||
Insuring Agreement D - TRANSIT |
$ | 5,000,000 | $ | 25,000 | ||||
Insuring Agreement E - FORGERY OR ALTERATION |
$ | 5,000,000 | $ | 25,000 | ||||
Insuring Agreement F - SECURITIES |
$ | 5,000,000 | $ | 25,000 | ||||
Insuring Agreement G - COUNTERFEIT CURRENCY |
$ | 5,000,000 | $ | 25,000 | ||||
Insuring Agreement H - STOP PAYMENT |
$ | 50,000 | $ | 5,000 | ||||
Insuring Agreement I - UNCOLLECTIBLE ITEMS OF DEPOSIT |
$ | 50,000 | $ | 5,000 | ||||
OPTIONAL COVERAGES ADDED BY RIDER: |
||||||||
Insuring Agreement J - Unauthorized Signatures |
$ | 50,000 | $ | 5,000 |
If Not Covered is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom.
Item 4. | Offices or Premises Covered - Offices acquired or established subsequent to the effective date of this bond are covered according to the terms of General Agreement A. All the Insureds offices or premises in existence at the time this bond becomes effective are covered under this bond except the offices or premises located as follows: N/A |
ICB001 Rev. 7/04 |
© 2004 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 |
Item 5. | The liability of the Underwriter is subject to the terms of the following endorsements or riders attached hereto: Endorsements or Riders No. 1 through |
ICB010 - Ed. 07-04, ICB012 - Ed. 07-04, ICB016 - Ed. 07-04,
ICB026 - Ed. 07-04, ICB030 - Ed. 07-04, ICB057 - Ed. 08-13,
MEL4734 - Ed. 11-06, MEL7428 - Ed. 04-10, MEL9188 - Ed. 11-14
Item 6. | The Insured by the acceptance of this bond gives notice to the Underwriter terminating or canceling prior bonds or policy(ies) No.(s) N/A such termination or cancellation to be effective as of the time this bond becomes effective. |
|
IN WITNESS WHEREOF, the Company has caused this bond to be signed by its President and Secretary and countersigned by a duly authorized representative of the Company.
Countersigned: |
ST. PAUL FIRE AND MARINE INSURANCE COMPANY | |||
|
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Authorized Representative |
Countersigned At | |||
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Countersignature Date |
ICB001 Rev. 7/04 |
Page 2 of 2 |
© 2004 The Travelers Indemnity Company. All rights reserved.
INVESTMENT COMPANY BLANKET BOND
The Underwriter, in consideration of an agreed premium, and subject to the Declarations made a part hereof, the General Agreements, Conditions and Limitations and other terms of this bond, agrees with the Insured, in accordance with the Insuring Agreements hereof to which an amount of insurance is applicable as set forth in Item 3 of the Declarations and with respect to loss sustained by the Insured at any time but discovered during the Bond Period, to indemnify and hold harmless the Insured for:
INSURING AGREEMENTS
ICB005 Ed. 7-04 |
1 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
2 of 12 |
© 2004 The Travelers Companies, Inc.
GENERAL AGREEMENTS
ICB005 Ed. 7-04 |
3 of 12 |
© 2004 The Travelers Companies, Inc.
THE FOREGOING INSURING AGREEMENTS AND GENERAL
AGREEMENTS ARE SUBJECT TO THE FOLLOWING
CONDITIONS AND LIMITATIONS:
ICB005 Ed. 7-04 |
4 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
5 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
6 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
7 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
8 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
9 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
10 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
11 of 12 |
© 2004 The Travelers Companies, Inc.
ICB005 Ed. 7-04 |
12 of 12 |
© 2004 The Travelers Companies, Inc.
ENDORSEMENT OR RIDER NO. 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED |
* EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||
ZBN-41M30652-15-N2
|
05/27/15
|
05/31/15
| ||
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
|
Named Insured Endorsement
It is agreed that:
1. | From and after the time this rider becomes effective the Insured under the attached bond are: |
PennantPark Floating Rate Capital
2. | The first named Insured shall act for itself and for each and all of the Insured for all the purposes of the attached bond. |
3. | Knowledge possessed or discovery made by any Insured or by any partner or officer thereof shall for all the purposes of the attached bond constitute knowledge or discovery by all the Insured. |
4. | If, prior to the termination of the attached bond in its entirety, the attached bond is terminated as to any Insured, there shall be no liability for any loss sustained by such Insured unless discovered before the time such termination as to such Insured becomes effective. |
5. | The liability of the Underwriter for loss or losses sustained by any or all of the Insured shall not exceed the amount for which the Underwriter would be liable had all such loss or losses been sustained by any one of the Insured. Payment by the Underwriter to the first named Insured of loss sustained by any Insured shall fully release the Underwriter on account of such loss. |
6. | If the first named Insured ceases for any reason to be covered under the attached bond, then the Insured next named shall thereafter be considered as the first named Insured for all the purposes of the attached bond. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative | ||
INSURED |
ICB010 Ed. 7-04 © 2004 The Travelers Indemnity Company. All rights reserved. |
Page 1 of 1 |
ENDORSEMENT OR RIDER NO. 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED |
* EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||
ZBN-41M30652-15-N2
|
05/27/15
|
05/31/15
| ||
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
|
UNAUTHORIZED SIGNATURES
It is agreed that:
1. | The attached bond is amended by inserting an additional Insuring Agreement as follows: |
INSURING AGREEMENT J UNAUTHORIZED SIGNATURE
(A) | Loss resulting directly from the Insured having accepted, paid or cashed any check or withdrawal order, draft, made or drawn on a customers account which bears the signature or endorsement of one other than a person whose name and signature is on the application on file with the Insured as a signatory on such account. |
(B) | It shall be a condition precedent to the Insureds right of recovery under this Rider that the Insured shall have on file signatures of all persons who are authorized signatories on such account. |
2. | The total liability of the Underwriter under Insuring Agreement J is limited to the sum of |
Fifty Thousand | Dollars |
($50,000 ), it |
being understood, however, that such liability shall be part of and not in addition to the Limit of Liability stated in Item 3 of the Declarations of the attached bond or amendment thereof.
3. | With respect to coverage afforded under this Rider, the Deductible Amount shall be |
Fifty Thousand | Dollars |
($5,000 ). |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
||
Authorized Representative | ||
INSURED |
ICB012 Ed. 7-04
© 2004 The Travelers Indemnity Company. All rights reserved.
ENDORSEMENT OR RIDER NO. 3
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED |
* EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||
ZBN-41M30652-15-N2
|
05/27/15
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05/31/15
| ||
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
|
DEFINITION OF INVESTMENT COMPANY
It is agreed that:
1. | Section 1, Definitions, under General Agreements is amended to include the following paragraph: |
(f) | Investment Company means an investment company registered under the Investment Company Act of 1940 and as listed under the names of Insureds on the Declarations. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
||
Authorized Representative | ||
INSURED |
ICB016 Ed. 7-04
© 2004 The Travelers Indemnity Company. All rights reserved.
ENDORSEMENT OR RIDER NO. 4
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED |
* EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||
ZBN-41M30652-15-N2
|
05/27/15
|
05/31/15
| ||
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
|
ADD EXCLUSIONS (N) & (O)
It is agreed that:
1. | Section 2, Exclusions, under General Agreements, is amended to include the following sub-sections: |
(n) | loss from the use of credit, debit, charge, access, convenience, identification, cash management or other cards, whether such cards were issued or purport to have been issued by the Insured or by anyone else, unless such loss is otherwise covered under Insuring Agreement A. |
(o) | the underwriter shall not be liable under the attached bond for loss due to liability imposed upon the Insured as a result of the unlawful disclosure of non-public material information by the Insured or any Employee, or as a result of any Employee acting upon such information, whether authorized or unauthorized. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
||
Authorized Representative | ||
INSURED |
ICB026 Ed. 7-04
© 2004 The Travelers Indemnity Company. All rights reserved.
ENDORSEMENT OR RIDER NO. 5
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED |
* EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||
ZBN-41M30652-15-N2
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05/27/15
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05/31/15
| ||
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
|
ERISA Rider
It is agreed that:
1. | Employee as used in the attached bond shall include any natural person who is a director or trustee of the Insured while such director or trustee is engaged in handling funds or other property of any Employee Welfare or Pension Benefit Plan owned, controlled or operated by the Insured or any natural person who is a trustee, manager, officer of employee of any such Plan. |
2. | If the Bond, in accordance with the agreements, limitations and conditions thereof, covers loss sustained by two or more Employee Welfare or Pension Benefit Plans or sustained by any such Plan in addition to loss sustained by an Insured other than such Plan, it is the obligation of the Insured or the Plan Administrator(s) of such Plans under Regulations published by the Secretary of Labor Implementing Section 13 of the Welfare and Pension Plans Disclosure Act of 1958 to obtain under one or more bonds issued by one or more Insurers an amount of coverage for each such Plan at least equal to that which would be required if such Plans were bonded separately. |
3. | In compliance with the foregoing, payment by the Company in accordance with the agreements, limitations and conditions of the bond shall be held by the Insured, or, if more than one, by the Insured first named, for the use and benefit of any Employee Welfare or Pension Benefit Plan sustaining loss so covered and to the extent that such payment is in excess of the amount of coverage required by such Regulations to be carried by said Plan sustaining such loss, such excess shall be held for the use and benefit of any other such Plan also covered in the event that such other Plan discovers that it has sustained loss covered thereunder. |
4. | If money or other property of two or more Employee Welfare or Pension Benefit Plans covered under the bond is commingled, recovery for loss of such money or other property through fraudulent or dishonest acts of Employees shall be shared by such Plans on a pro rata basis in accordance with the amount for which each such Plan is required to carry bonding coverage in accordance with the applicable provisions of said Regulations. |
5. | The Deductible Amount of this bond applicable to loss sustained by a Plan through acts committed by an Employee of the Plan shall be waived, but only up to an amount equal to the amount of coverage required to be carried by the Plan because of compliance with the provisions of the Employee Retirement Income Security Act of 1974. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
||
Authorized Representative | ||
INSURED |
ICB030 Ed. 7-04
© 2004 The Travelers Indemnity Company. All rights reserved.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED |
* EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||
ZBN-41M30652-15-N2
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05/27/15
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05/31/15
| ||
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
|
NEW YORK STATUTORY RIDER
1. | The first paragraph of Section 13. TERMINATION under Conditions and Limitations is amended by adding the following: |
Cancellation of this bond by the Underwriter is subject to the following provisions:
If the bond has been in effect for 60 days or less, it may be canceled by the Underwriter for any reason. Such cancellation shall be effective 60 days after the Underwriter mails a notice of cancellation to the first-named Insured at the mailing address shown in the bond. However, if the bond has been in effect for more than 60 days or is a renewal, then cancellation must be based on one of the followings grounds:
(A) | non-payment of premium, however, that a notice of cancellation on this ground shall inform the insured of the amount due; |
(B) | conviction of crime arising out of acts increasing the hazard insured against; |
(C) | discovery of fraud or material misrepresentation in the obtaining of the bond or in the presentation of claim thereunder; |
(D) | after issuance of the bond or after the last renewal date, discovery of an act or omission, or a violation of any bond condition that substantially and materially increases the hazard Insured against, and which occurred subsequent to inception of the current bond period; |
(E) | material change in the nature or extent of the risk, occurring after issuance or last annual renewal anniversary date of the bond, which causes the risk of loss to be substantially and materially increased beyond that contemplated at the time the bond was issued or last renewed; |
(F) | the cancellation is required pursuant to a determination by the Superintendent that continuation of the present premium volume of the Insurer would jeopardize the Insurers solvency or be hazardous to the interest of the Insureds, the Insurers creditors or the public; |
(G) | a determination by the Superintendent that the continuation of the bond would violate, or would place the Insurer in violation of, any provision of the New York State Insurance laws. |
(H) | where the Insurer has reason to believe, in good faith and with sufficient cause, that there is a possible risk or danger that the Insured property will be destroyed by the Insured for the purpose of collecting the insurance proceeds, provided, however, that: |
(i) | a notice of cancellation on this ground shall inform the Insured in plain language that the Insured must act within ten days if review by the Department of Financial Services of the State of New York of the ground for cancellation is desired, and |
(ii) | notice of cancellation on this ground shall be provided simultaneously by the Insurer to the Department of Financial Services of the State of New York. |
ICB057 Rev. 08-13 © 2013 The Travelers Indemnity Company. All rights reserved. |
Page 1 of 2 |
(iii) | upon written request of the Insured made to the Department of Financial Services of the State of New York within ten days from the Insureds receipt of notice of cancellation on this ground, the department shall undertake a review of the ground for cancellation to determine whether or not the Insurer has satisfied the criteria for cancellation specified in this subparagraph; if after such review the department finds not sufficient cause for cancellation on this ground, the notice of cancellation on this ground shall be deemed null and void. |
Cancellation based on one of the above grounds shall be effective 60 days after the notice of cancellation is mailed or delivered to the Named Insured, at the address shown on the bond, and to its authorized agent or broker.
2. | If the Underwriter elects not to replace a bond at the termination of the Bond Period, it shall notify the Insured not more than 120 days nor less than 60 days before termination. If such notice is given late, the bond shall continue in effect for 60 days after such notice is given. The Aggregate Limit of Liability shall not be increased or reinstated. The notice not to replace shall be mailed to the Insured and its broker or agent. |
3. | If the Underwriter elects to replace the bond, but with a change of limits, reduced coverage, increased deductible, additional exclusion, or upon increased premiums in excess of ten percent (exclusive of any premium increase as a result of experience rating), the Underwriter must mail written notice to the Insured and its agent or broker not more than 120 days nor less than 60 days before replacement. If such notice is given late, the replacement bond shall be in effect with the same terms, conditions and rates as the terminated bond for 60 days after such notice is given. |
4. | The Underwriter may elect to simply notify the Insured that the bond will either be not renewed or renewed with different terms, conditions or rates. In this event, the Underwriter will inform the Insured that a second notice will be sent at a later date specifying the Underwriters exact intention. The Underwriter shall inform the Insured that, in the meantime, coverage shall continue on the same terms, conditions and rates as the expiring bond until the expiration date of the bond or 60 days after the second notice is mailed or delivered, whichever is later. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
||
Authorized Representative | ||
INSURED |
ICB057 Rev. 08-13 Page 2 of 2 |
© 2013 The Travelers Indemnity Company. All rights reserved. |
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER
| ||||
ZBN-41M30652-15-N2
|
05/27/15
|
05/31/15
|
12:01 A.M. LOCAL TIME AS SPECIFIED IN THE BOND OR POLICY
| |||
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
|
AUTOMATIC INCREASE IN LIMITS
MEL4734 Ed. 11-06 - For use with ICB005 Ed. 7-04
It is agreed that:
1. | Section 10., Limit of Liability, is amended to include the following paragraph: |
If the Insured shall, while this bond is in force, require an increase in limits to comply with SEC Reg. 17g-1, due to an increase in asset size of current Investment Companies insured under the bond or the addition of new Investment Companies, the Limit of Liability of this Bond shall automatically be increased to comply with this regulation without the payment of additional premium for the remainder of the premium period.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
||
Authorized Representative | ||
INSURED |
© 2006 The Travelers Indemnity Company. All rights reserved. |
Page 1 of 1 |
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED |
* EFFECTIVE DATE OF ENDORSEMENT OR RIDER | ||||
ZBN-41M30652-15-N2
|
05/27/15
|
05/31/15
|
12:01 A.M. LOCAL TIME AS SPECIFIED IN THE BOND OR POLICY
|
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
REPLACE INSURING AGREEMENT (A) FIDELITY
For use with ICB005 Ed. 7/04
MEL7428 Ed. 04/10
It is agreed that:
1. | Insuring Agreement (A) Fidelity is replaced with the following: |
(A) | Loss resulting from any dishonest or fraudulent act(s), including Larceny or Embezzlement, committed by an Employee, committed anywhere and whether committed alone or in collusion with others, including loss of Property resulting from such acts of an Employee, which Property is held by the Insured for any purpose or in any capacity and whether so held gratuitously or not and whether or not the Insured is liable therefor. |
Dishonest or fraudulent act(s) as used in this Insuring Agreement shall mean only dishonest or fraudulent act(s) committed by such Employee with the intent:
(a) | to cause the Insured to sustain such loss, or |
(b) | to obtain financial benefit for the Employee or another person or organization. |
Notwithstanding the foregoing, it is agreed that with regard to Loans and/or Trading this bond covers only loss resulting directly from dishonest or fraudulent acts committed by an Employee with the intent to cause the Insured to sustain such loss, and to obtain financial benefit for the Employee or another person or organization. However, where the proceeds of a fraud committed by an Employee involving Loans and/or Trading are actually received by persons with whom the Employee was acting in collusion, but said Employee fails to derive a financial benefit therefrom, such a loss will nevertheless be covered hereunder as if the Employee had obtained such benefit provided the Insured establishes that the Employee intended to participate therein.
As used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment, including: salaries, commissions, fees, bonuses, promotions, awards, profit sharing and pensions.
Trading as used in this Insuring Agreement means trading or otherwise dealing in securities, commodities, futures, options, foreign or federal funds, currencies, foreign exchange or other means of exchange similar to or in the nature of the foregoing. .
Loan as used in this Insuring Agreement means any extension of credit by the Insured, any transaction creating a creditor relationship in favor of the Insured and any transaction by which the Insured assumes an existing creditor relationship
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative | ||
INSURED |
© 2010 The Travelers Indemnity Company | Page 1 of 1 |
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. |
DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER | ||||
ZBN-41M30652-15-N2
|
05/27/15
|
05/31/15
|
12:01 A.M. LOCAL TIME AS SPECIFIED IN THE BOND OR POLICY
|
* ISSUED TO
PENNANTPARK INVESTMENT CORPORATION
COMPUTER SYSTEMS FRAUD ENDORSEMENT
(For use with Investment Company Blanket Bond, Form ICB005 Ed. 07-04)
MEL9188 Ed. 11-14
It is agreed that:
1. | The following is added to Item 3. Limit of Liability of the Declarations: |
Limit of Liability | Deductible Amount | |||
Insuring Agreement - COMPUTER SYSTEMS |
||||
Computer Fraud Coverage |
$5,000,000 | $50,000 | ||
Fraudulent Instruction Coverage |
$5,000,000 | $50,000 | ||
Remote Access PBX System Fraud Coverage |
$ N/A | $ N/A | ||
Restoration Expenses Coverage |
$ N/A | $ N/A |
2. | The following is added to INSURING AGREEMENTS: |
COMPUTER SYSTEMS
COMPUTER FRAUD COVERAGE
Loss resulting directly from Computer Fraud.
FRAUDULENT INSTRUCTION COVERAGE
Loss resulting directly from the Insured having in good faith caused a transfer of funds as a result of a Fraudulent Instruction when the Insured, prior to causing the transfer of funds, used its reasonable best efforts to verify the identity of the person transmitting the instruction; provided that if the instruction is purported to be from a Customer, the Insured:
1. | performed a Callback Verification with respect to such instruction; and |
2. | followed an agreed upon Security Procedure set forth in a Funds Transfer Agreement applicable to the transaction and instruction. |
Such Fraudulent Instruction received and, if applicable, Callback Verification performed, must be either recorded, logged, or documented by the Insured.
REMOTE ACCESS PBX SYSTEM FRAUD COVERAGE
Loss resulting directly from Remote Access PBX System Fraud.
RESTORATION EXPENSES COVERAGE
Restoration Expenses incurred by the Insured and resulting from a Computer Violation by someone other than an Employee.
3. | The following are added to CONDITIONS AND LIMITATIONS, Section 1. DEFINTIONS: |
Callback Verification means a verbal conversation with the purported Customer, using a Pre-Determined Telephone Number, to verify the identity of the Customer and the authenticity of a funds transfer request.
© 2014 The Travelers Indemnity Company. All rights reserved. |
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Computer Fraud means an intentional, unauthorized and fraudulent entry of data or computer instructions directly into, or change of data or computer instructions within, a Computer System by a natural person or entity other than an Employee, including any such entry or change made via the internet or a Network, provided that such entry or change causes:
(1) | Property to be transferred, paid or delivered; |
(2) | an account of the Insured, or of its customer, to be added, deleted, debited or credited; or |
(3) | an unauthorized or fictitious account to be debited or credited. |
Computer System means:
(1) | any computer; and |
(2) | any input, output, processing, storage or communication device, or any related network, operating system or application software, that is connected to, or used in connection with, such computer, |
which is rented by, owned by, leased by, licensed to, or under the direct operational control of, the Insured.
Computer Violation means:
(1) | the introduction of a Computer Virus into a Computer System; or |
(2) | damage to, or destruction of, computer programs, software or other electronic data stored within a Computer System by a natural person, who has: |
(i) | gained unauthorized access to such Computer System; or |
(ii) | authorized access to such Computer System but uses such access to cause such damage or destruction. |
Computer Virus means any malicious code which could destroy, alter, contaminate, or degrade the integrity, quality, or performance of:
(1) | electronic data used, or stored, in any Computer System or network; or |
(2) | a computer network, any computer application software, or a computer operating system or related network. |
Customer means, only with respect to the Fraudulent Instructions Coverage of the Computer Systems Insuring Agreement, an entity or natural person which has a Funds Transfer Agreement with the Insured.
Financial Institution means:
(1) | a bank, trust company, savings bank, credit union, savings and loan association, or similar thrift institution; or |
(2) | a stock brokerage firm mutual fund, liquid assets fund or similar investment institution, |
provided that Financial Institution does not include any such entity, institution or organization that is an Insured.
Fraudulent Instruction means an intentional, fraudulent and unauthorized instruction directed to the Insured, which is:
(1) | transmitted via telefacsimile, and: |
(i) | purports and reasonably appears to be from a Customer, a Financial Institution, or another office of the Insured; |
(ii) | was in fact transmitted by someone other than a Customer, a Financial Institution, or another office of the Insured; and |
(iii) | purports and reasonably appears to contain the handwritten signature of a person authorized to initiate such transfer that proves to have been used by an unauthorized person; |
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(2) | transmitted verbally, via telephone, and purports to be from: |
(i) | an officer, director, partner or employee of a Customer, who is authorized by the Customer to instruct the Insured to make such a transfer; |
(ii) | a Customer who is a natural person; or |
(iii) | an Employee in another office of the Insured, who was authorized by the Insured to instruct other Employees to transfer funds on deposit in a Customers account; and was received by an Employee specifically designated to receive and act upon such instructions, |
but was in fact transmitted by someone other than a person described in item (2) of this definition; or
(3) | transmitted via electronic mail and purports and reasonably appears to be from a Customer of the Insured, but was in fact transmitted by someone other than such Customer. |
Fraudulent Instruction does not include instructions purportedly from a Customer unless the Funds Transfer Agreement authorizes the Insured to rely on the specific transmittal method actually used to make the instruction.
Funds Transfer Agreement means an original written agreement, signed by the Customer, that:
(1) | authorizes the Insured to rely on voice, telefacsimile, or electronic mail instructions to make funds transfers; |
(2) | provides the Insured with the names of persons authorized to initiate funds transfers; and |
(3) | establishes a specific Security Procedure that the Insured is obligated to follow to verify the authenticity of a funds transfer request. |
Network means any and all services provided by or through the facilities of any electronic or computer communication system, including Fedwire, Clearing House Interbank Payment System (CHIPS), Society for Worldwide Interbank Financial Telecommunication (SWIFT), National Automated Clearing House Association (NACHA) and similar interbank payment or settlement systems, including any shared networks, internet access facilities, or other similar facilities for such systems in which the Insured participates, allowing the input, output, examination or transfer of data or programs from one computer to a Computer System.
Pre-Determined Telephone Number means a telephone number that:
(1) | was provided by the Customer when the Customer opened the account with the Insured; |
(2) | was provided in person by the Customer after the Customer opened the account with the Insured, while the Customer was physically present on the Insureds premises and presenting a government-issued photo identification; |
(3) | was provided in a Funds Transfer Agreement; |
(4) | replaced a telephone number previously provided for the Customers account, provided that confirmation of the legitimacy of the change was achieved through verbal contact with the Customer at the previous Pre-Determined Telephone Number; or |
(5) | replaced a telephone number previously provided for the Customers account and was received by the Insured at least 30 days prior to the receipt of the Fraudulent Instruction. |
Remote Access PBX System means a computerized private branch exchange voice telephone switching system operated by and located on the premises of the Insured that provides internal telephone communications between stations located on a given network, as well as between the Insured and other public or private telephone networks, excluding however, those systems for which the Insured does not retain sole control over system administration (performing security functions or activating systems features controlled by hardware or software options).
© 2011 The Travelers Indemnity Company. All rights reserved. |
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Remote Access PBX System Fraud means the intentional, unauthorized and fraudulent gaining of access to outgoing long distance telephone services from a location other than the Insureds premises by either the fraudulent manipulation or unauthorized use of passwords or access codes designed to identify and authenticate users of or access to the Insureds Remote Access PBX System by a natural person other than an identifiable Employee, resulting in charges for long distance toll calls which the Insured is legally obligated to pay a long distance carrier. Provided however, such charges will not be covered hereunder because of the Insureds failure to:
(1) | incorporate a system password or access code feature of at least 8 characters with such passwords begin changed at least monthly; and |
(2) | activate and continue the operation of a call-disconnect feature that automatically terminates a callers password or access code after 3 unsuccessful sign-on attempts. |
Restoration Expenses means reasonable costs incurred by the Insured, with the Underwriters prior written consent, to restore, replace or reproduce damaged or destroyed computer programs, software or other electronic data stored within a Computer System, or which the Insured owns, holds or is responsible for, to the condition that existed immediately preceding a Computer Violation; provided that if it is determined by the Insured that such computer programs, software or other electronic data cannot reasonably be restored, replaced or reproduced, then Restoration Expenses means only the reasonable costs incurred by the Insured, with the Underwriters prior written consent, to reach such determination.
Restoration Expenses do not include:
(1) | expenses incurred as a result of the reconstruction of computer programs, software or other electronic data which the Insured did not have a license to use; |
(2) | expenses incurred to restore, replace or reproduce damaged or destroyed computer programs, software or other electronic data if such damage or destruction was caused by computer programs, software or other electronic data which the Insured did not have a license to use; |
(3) | expenses incurred to design, update, improve or perfect the operation of performance of computer programs, software or other electronic data; or |
(4) | expenses incurred to redo the work product, research or analysis that was the basis of, or resulted in, any computer programs, software or other electronic data stored. |
Security Procedure means an authentication process, other than voice recognition, that requires the use of algorithms or other codes, identifying words or numbers, encryption, or similar security devices or procedures. The following are not considered a Security Procedure:
(1) | a general statement that the Insured may establish security procedures; |
(2) | a statement that the Insured may perform a callback or other security procedure; or |
(3) | a statement that the Insured will only accept requests from persons named on the account. |
4. | The following are added to CONDITIONS AND LIMITATIONS, SECTION 2. EXCLUSIONS: |
loss, costs or expenses the Insured agrees to incur, or incurs on behalf of another person or entity, when the Insured is not legally obligated to incur such loss, costs or expenses under the Uniform Commercial Code or any other common, case or tort law, statute, rule or code anywhere in the world, including any rule or code of any clearing or similar organization; except when covered under the Fraudulent Instruction Coverage of the Computer Systems Insuring Agreement;
loss resulting directly or indirectly from entries or changes made by an individual authorized to have access to a Computer System, who acts in good faith on instructions or advices received by telegraph, teletype, human voice over a telephone or by any other means, unless such instructions or advices are given to that individual by a software contractor (or by a partner, officer or employee thereof) authorized by the Insured to design, develop, prepare, supply, service, write or implement programs for the Insureds Computer System; except when covered under the Fraudulent Instruction Coverage of the Computer Systems Insuring Agreement;
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under the Computer Systems Insuring Agreement, in addition to all of the other exclusions, loss caused by an employee or director of an automated clearing house (including a Federal Reserve Bank), service bureau, electronic communications system (including Fedwire, CHIPS and SWIFT) or merchant who has contracted with the Insured to perform electronic funds transfer services;
loss resulting directly or indirectly from entries or changes made by an Employee of the Insured acting in good faith on any electronic communication, unless such instructions are purportedly sent by a customer, Financial Institution or automated clearing house, except when covered under the Fraudulent Instruction Coverage of the Computer Systems Insuring Agreement;
loss resulting directly or indirectly from Computer Fraud or mechanical breakdown or failure to function properly of any Computer System, except when covered under Insuring Agreement (A), (C) or the Computer Systems Insuring Agreement;
loss resulting from the unauthorized Network, Computer System or internet access to a customer account maintained by the Insured, through the use of fraudulently obtained customer login, identification, password or authentication information, except where such information has been obtained directly from unauthorized fraudulent access to a secure file containing such information on a Computer System, except when covered under the Fraudulent Instruction Coverage of the Computer Systems Insuring Agreement;
loss resulting directly or indirectly from a Fraudulent Instruction except when covered under the Fraudulent Instruction Coverage of the Computer Systems Insuring Agreement;
loss resulting directly or indirectly from the input of data into a Computer System, either on the premises of a customer of the Insured or under the control of such a customer, by a customer or other person who had authorized access to the customers authentication mechanism;
loss resulting directly or indirectly from the theft, disappearance, destruction, or disclosure of intangible property or confidential information, including trade secrets, confidential processing methods, formulas, patents, customer lists, computer programs, negatives, drawings, manuscripts, prints and other records of a similar nature;
expenses arising from a data security breach or incident, including forensic audit expenses, fines, penalties, expenses to comply with federal and state laws, payment card industry data security standards (if applicable) or expenses related to notifying affected individuals when the affected individuals personally identifiable customer, financial or medical information was stolen, accessed, downloaded or misappropriated while in the Insureds care, custody or control; or
under the Fraudulent Instruction Coverage of the Computer Systems Insuring Agreement, in addition to all of the other exclusions, loss resulting directly or indirectly from the Insureds assumption of liability by contract unless the liability arises from a loss that would be imposed on the Insured regardless of the existence of the contract.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative | ||
INSURED |
© 2011 The Travelers Indemnity Company. All rights reserved. |
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EXHIBIT B
CERTIFICATE OF THE SECRETARY
OF
PENNANTPARK INVESTMENT CORPORATION
CERTIFYING RESOLUTIONS APPROVING
THE JOINT FIDELITY BOND
THE UNDERSIGNED, the duly appointed Secretary of PennantPark Investment Corporation, a Maryland corporation (the Corporation), an externally managed, non-diversified investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act), does hereby certify that the resolutions set forth below were approved by the Board of Directors of the Corporation (the Board), including a majority of the Directors who are not interested persons of the Corporation, as defined in Section 2(a)(19) of the 1940 Act (the Independent Directors), on May 5, 2015 at a meeting of the Directors:
WHEREAS, at a meeting of the Board of Directors of the Corporation,(the Meeting), the Board of Directors of the Corporation reviewed the materials presented at the Meeting;
NOW, THEREFORE, BE IT:
RESOLVED, that the Board of the Corporation determined that the Corporation, PennantPark Investment Advisers, LLC (the Adviser) and PennantPark Investment Administration, LLC (the Administrator) each be covered as an Insured under a joint fidelity bond (the Bond) having an aggregate coverage of $5 million issued by Saint Paul Fire and Marine Insurance Company, a reputable fidelity insurance company, against larceny and embezzlement and such other types of losses as are included in standard fidelity bonds, covering the officers and the other employees of the Corporation, the Adviser and the Administrator from time to time and containing such provisions as may be required by the rules promulgated under the 1940 Act;
FURTHER RESOLVED, that the proposed form and amount of the Bond considered at the Meeting be, and hereby are, approved after consideration of all factors deemed relevant by the Directors of the Corporation, and separately approved by the Independent Directors of the Corporation, including, but not limited to, the amount of the Bond, the expected value of the assets of the Corporation to which any person covered under the Bond may have access, the estimated amount of the premium for such Bond, the type and terms of the arrangements made for the custody and safekeeping of the Corporations assets and the nature of the securities in the Corporations portfolio;
FURTHER RESOLVED, that the payment by the Corporation of the premium for coverage under the Bond, in the amount described at the Meeting, and the share of the premium to be allocated to the Corporation and to the Adviser/Administrator for the Bond, based upon their proportionate share of the sum of the premiums that would have been paid if such fidelity bond coverage had been purchased separately, be, and hereby are, approved by the Directors of the Corporation, including the Independent Directors of the Corporation, after having given due consideration to, among other things, the number of other parties insured under the Bond, the nature of the business activities of those other parties, the amount of the Bond and the extent to which the share of the premium allocated to the Corporation under the Bond is less than the premium the Corporation would have had to pay had it maintained a single insured bond;
FURTHER RESOLVED, that the proposed Joint Fidelity Bond Agreement among the Corporation, the Adviser and the Administrator providing that in the event that any recovery is received under the Bond as a result of a loss sustained by the Corporation and also by any other named Insured, the Corporation shall
receive an equitable and proportionate share of the recovery, but in no event less than the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 under the 1940 Act, is approved, with such further changes therein as the officers may determine to be necessary or desirable and proper, with the advice of the Corporations counsel, the execution of each Joint Fidelity Bond Agreement by such officers to be conclusive evidence of such determination;
FURTHER RESOLVED, that the Secretary of the Corporation be, and hereby is, designated as the party responsible for making the necessary filings and giving the notices with respect to the Bond required by paragraph (g) of Rule 17g-1 under the 1940 Act;
IN WITNESS WHEREOF, I have hereunto set my hand as such officer of the Corporation this 10th day of June, 2015.
/s/ Thomas J. Friedmann |
Thomas J. Friedmann |
Secretary |
EXHIBIT C
JOINT FIDELITY BOND AGREEMENT
This JOINT FIDELITY BOND AGREEMENT is dated as of April 19, 2007 by and between PennantPark Investment Corporation (the Corporation), a Maryland corporation, PennantPark Investment Advisers, LLC (the Adviser), a Delaware limited liability company, and PennantPark Investment Administration, LLC (the Administrator), a Delaware limited liability company.
WITNESSETH:
WHEREAS, the Corporation, the Adviser, and the Administrator are joint named insureds (each, an Insured and collectively, the Insureds) under a bond issued by Aon (the Bond);
WHEREAS, the Corporation is required to provide and maintain a fidelity bond pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Rule 17g-1 under the 1940 Act requires that the Insureds enter into an agreement with each other, containing certain provisions regarding the respective amounts to be received by them in the event recovery is received under the Bond as a result of a loss sustained by them; and
WHEREAS, this Agreement has been approved by the directors of the Corporation, including a majority of the directors who are not interested persons of the Corporation (as defined in the 1940 Act).
NOW THEREFORE, the parties hereto, in consideration of the premises and the mutual covenants contained herein, hereby agree as follows:
1. Each Insured agrees to maintain in effect, and will pay a portion of the premiums for, the Bond, which premium will be allocated prorata according to the relative premium that such Insured would pay for separate fidelity bond coverage.
2. In the event recovery is received under the Bond as a result of a loss sustained by each Insured, each Insured shall receive an equitable and proportionate share of the recovery, but each Insured shall receive an amount at least equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d) (1) of Rule 17g-1 under the 1940 Act.
3. Each party shall, within ten days after making any claim under the Bond, provide the other party with written notice of the amount and nature of such claim. Each party shall, within ten days after the receipt thereof, provide the other party with written notice of the terms of settlement of any claim made under the Bond by such party.
4. This Agreement and the rights and duties hereunder shall not be assignable by any party hereto without written consent of the other party.
5. This Agreement may be amended by the parties hereto only if such amendment is approved by the Board of Directors of the Corporation and such amendment is set forth in a written instrument executed by each of the parties hereto.
6. This Agreement shall be construed in accordance with the laws of the State of New York.
This agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first set forth above.
PENNANTPARK INVESTMENT CORPORATION
By: |
/s/ Arthur Penn | |
Name: |
Arthur Penn | |
Title: |
Chief Executive Officer |
PENNANTPARK INVESTMENT ADVISERS, LLC
By: |
/s/ Arthur Penn | |
Name: |
Arthur Penn | |
Title: |
Managing Member |
PENNANTPARK INVESTMENT ADMINISTRATION, LLC
By: |
/s/ Aviv Efrat | |
Name: |
Aviv Efrat | |
Title: |
Managing Director |