October 12, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0506
Re: |
Logan Ridge Finance Corporation – File No. 814-01022
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Rule 17g-1(g) Fidelity Bond
Filing
Dear Sir or Madam:
On behalf of Logan Ridge Finance Corporation (the
“Company”), a company that has elected to be regulated as a
business development company under the Investment Company Act of
1940 (the “1940 Act”), I am filing the following documents
pursuant to Section 17(g) of the 1940 Act and Rule
17g-1 thereunder:
a) a Certificate of the Secretary of the Company containing the
resolutions of a majority of the board of directors who are not
“interested persons” of the Company (as defined in the 1940 Act),
attached hereto as Exhibit A, approving the amount, type,
form and coverage of the insured fidelity bond (the “Bond”)
and a statement as to the period for which premiums have been paid;
and
b) a copy of the extension of the policy period from
September 20, 2021 to October 20, 2021 of the Bond,
attached hereto as Exhibit B.
Please contact me if you have any questions or require additional
information
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Very truly yours, |
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/s/ Jason Roos
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Jason Roos |
Chief Financial Officer and Secretary |
EXHIBIT A
CERTIFICATE
The undersigned, Jason Roos, Secretary of Logan Ridge Finance
Corporation, a Maryland corporation (the “Company”), 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 Company’s fidelity bond extension (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 Company, and together with other executive
officers of the Company has custody of the corporate records of the
Company and is a proper officer to make this certification.
3. Attached hereto as Exhibit A is a copy of the
resolutions approved by the Board of Directors of the Company,
including a majority of the Board of the Directors who are not
“interested persons” of the Company, approving the amount, type,
form and coverage of the Bond.
4. Premiums are being paid for the period September 20, 2021
to October 20, 2021.
IN WITNESS WHEREOF, the undersigned has caused this certificate to
be executed this 12th day of October, 2021.
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/s/ Jason Roos
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Jason Roos |
Secretary |
EXHIBIT A
Approval of Fidelity Bond
WHEREAS, Section 17(g) of the 1940 Act and Rule
17g-1(a) thereunder,
requires each BDC, such as the Company, to provide and maintain a
bond which shall be 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”); and
WHEREAS, Rule 17g-1
specifies that the bond may be in the form of (i) an
individual bond for each covered person, or a schedule or blanket
bond covering such persons, (ii) a blanket bond which names
the Company as the only insured (a “single
insured bond”), or (iii) a bond which names the
Company and one or more other parties as insureds (a “joint
insured bond”), as permitted by Rule 17g-1; and
WHEREAS, Rule 17g-1
requires that a majority of the Independent Directors approve
periodically (but not less than once every 12 months) the
reasonableness of the form and amount of the 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 the Rule;
and
WHEREAS, under Rule 17g-1, the Company is required to make
certain filings with the SEC and give certain notices to each
member of the Board in connection with the bond, and designate an
officer who shall make such filings and give such notices; and
WHEREAS, the Board, including all of the Independent
Directors, have previously received and reviewed a copy of the
current fidelity bond issued by Federal Insurance Company, a
reputable fidelity insurance company, in the amount equal to
$2,500,000 (the “Current Fidelity Bond”); and
WHEREAS, the Board, including all of the Independent
Directors, have considered the expected aggregate value of the
securities and funds of the Company to which the Company’s officers
and employees may have access (either directly or through authority
to draw upon such funds or to direct generally the disposition of
such securities), the type and terms of the arrangements made for
the custody of such securities and funds, the nature of securities
and other investments to be held by the Company, the accounting
procedures and controls of the Company, the nature and method of
conducting the operations of the Company, the requirements of
Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, and all other factors
deemed relevant by the Board, including such Independent
Directors;
NOW THEREFORE BE IT RESOLVED, by the Board, including all of
the Independent Directors, that Authorized Officers be, and hereby
are, authorized by and on behalf of the Company to negotiate,
execute and deliver such documents or agreements as may be
necessary to cause a new fidelity bond (the “New Fidelity
Bond”) to be issued upon expiration of the Company’s
Current Fidelity Bond; provided, that (i) the New Fidelity
Bond is issued on substantially the same terms and conditions as
the Current Fidelity Bond, including with respect to the amount of
coverage and form for such bond and (ii) the premium for the
New Fidelity Bond is no greater than 110% of the premium paid for
the Current Fidelity Bond; and
FURTHER RESOLVED, by the Board, including all of the
Independent Directors, that the terms of the New Fidelity Bond,
including the amount of coverage, form and premium for such bond,
be, and hereby are approved; provided, that such New Fidelity Bond
is issued in conformity with the foregoing resolution; and
FURTHER RESOLVED, by the Board, including all of the
Independent Directors, that each of the officers of the Company be,
and hereby is, authorized to file a copy of the New Fidelity Bond
with the SEC; and
FURTHER RESOLVED, that each of the Authorized Officers of
the Company is hereby authorized in the name and on behalf of the
Company, to make or cause to be made, and to execute and deliver,
all such additional agreements, documents, instruments and
certifications and to take all such steps, and to make all such
payments, fees and remittances, as any one or more of such officers
may at any time or times deem necessary or desirable in order to
effectuate the purpose and intent of the foregoing resolutions.
EXHIBIT B
MARSH USA INC
ATTN: MAXWELL DWYER
1166 AVE OF AMERICAS 37F
NEW YORK, NY 10036
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INSURED: |
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LOGAN RIDGE FINANCE CORPORATION |
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PRODUCT: |
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DFIBond |
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POLICY NO: |
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70437189 |
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TRANSACTION: |
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ENDT |
PREMIUM BILL
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Insured: |
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LOGAN RIDGE FINANCE CORPORATION |
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Date: September 23, 2021 |
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Producer: |
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MARSH USA INC |
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Company: |
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FEDERAL INSURANCE COMPANY |
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THIS BILLING IS TO BE ATTACHED TO AND FORM PART OF THE BOND
REFERENCED BELOW.
NOTE: |
PLEASE RETURN THIS BILL WITH REMITTANCE AND NOTE
HEREON ANY CHANGES. BILL WILL BE RECEIPTED AND RETURNED TO YOU
PROMPTLY UPON REQUEST.
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PLEASE REMIT TO PRODUCER INDICATED ABOVE. PLEASE REFER TO:
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EFFECTIVE DATE
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BOND NUMBER |
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COVERAGE |
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PREMIUM |
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September 20, 2021
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70437189 |
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extension |
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$ |
695.00 |
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To
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October 20, 2021
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15% Commission
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TOTAL |
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$ |
695.00 |
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FEDERAL INSURANCE COMPANY |
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Endorsement No.: |
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20 |
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Bond Number: |
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70437189 |
NAME OF ASSURED: LOGAN RIDGE FINANCE CORPORATION
EXTENDED BOND PERIOD ENDORSEMENT
It is agreed that this Bond is amended by deleting ITEM 1. of the
DECLARATIONS and substituting the following:
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“ITEM 1. |
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BOND PERIOD: |
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from |
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12:01 A.M. on |
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September 20, 2020 |
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to |
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12:01 A.M. on |
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October 20, 2021 |
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The extension of the BOND PERIOD does
not increase or reinstate the AGGREGATE LIMIT OF LIABILITY as
stated in ITEM 2. of the DECLARATIONS.” |
This Endorsement applies to loss discovered after 12:01 a.m. on
September 20, 2021.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
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Date: |
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September 23, 2021 |
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By |
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Authorized Representative
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B-2 Bond
Form 17-02-0953 (Rev. 1-97)
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