October 17, 2019
VIA EDGAR
Office of Registration and Reports
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-0505
RE: OAKTREE SPECIALTY LENDING CORPORATION
File No. 814-00755
Ladies and Gentlemen:
On behalf of Oaktree Specialty Lending Corporation (the Company), 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. | Attached as Exhibit A is a copy of the Fidelity Bond and riders thereto for the Company and other joint insureds; |
2. | Attached as Exhibit B is an officers certificate certifying the resolutions approved by the Board of Directors of the Company, including a majority of the directors who are not interested persons of the Company as defined by Section 2(a)(19) of the 1940 Act, approving the amount, type, form and coverage of the Fidelity Bond and the portion of the premium paid by the Company; and |
3. | Attached as Exhibit C is a copy of the Joint Fidelity Bond Agreement, by and among the Company and other joint insureds, pursuant to paragraph (f) of Rule 17g-1. |
If the Company had not been named as a co-insured under this Joint Fidelity Bond Agreement, the Company would have maintained a single-insured fidelity bond in the amount of at least $1,250,000 as required under paragraph (d) of Rule 17g-1. The premium was paid for the period October 17, 2019 through October 17, 2020.
Sincerely, |
/s/ Mel Carlisle |
Mel Carlisle |
Chief Financial Officer and Treasurer |
Oaktree Specialty Lending Corporation |
Exhibit A
POLICYHOLDER NOTICE
Thank you for purchasing insurance from a member company of American International Group, Inc. (AIG). The AIG member companies generally pay compensation to brokers and independent agents, and may have paid compensation in connection with your policy. You can review and obtain information about the nature and range of compensation paid by AIG member companies to brokers and independent agents in the United States by visiting our website at www.aig.com/producer-compensation or by calling 1-800-706-3102.
AIG Specialty Insurance Company
A capital stock company
POLICY NUMBER: 01-767-88-66 REPLACEMENT OF POLICY NUMBER: 02-317-52-59
INVESTMENT COMPANY BLANKET BOND
Bond No.
DECLARATIONS
Item 1. | Name of Insured (herein called Insured): | OAKTREE SPECIALTY LENDING CORPORATION; OAKTREE STRATEGIC INCOME CORPORATION 333 S GRAND AVE 28th FLOOR, LOS ANGELES, CA 90071-1530 | ||
Item 2. | Bond Period: from 12:01a.m. 10/17/2019 to 12:01a.m. 10/17/2020 the effective date of the termination or cancellation of this bond, standard time at the Principal Address as to each of said dates. | |||
Item 3. | Limit of LiabilitySubject to Sections 9, 10 and 12 hereof, |
Amount applicable to
Limit of Liability |
Deductible | |||
Insuring Agreement (A)-FIDELITY |
$3,000,000 | $0 | ||
Insuring Agreement (B)-AUDIT EXPENSE |
$75,000 | $5,000 | ||
Insuring Agreement (C)-ON PREMISES |
$3,000,000 | $50,000 | ||
Insuring Agreement (D)-IN TRANSIT |
$3,000,000 | $50,000 | ||
Insuring Agreement (E)-FORGERY OR ALTERATION |
$3,000,000 | $50,000 | ||
Insuring Agreement (F)-SECURITIES |
$3,000,000 | $50,000 | ||
Insuring Agreement (G)-COUNTERFEIT CURRENCY |
$3,000,000 | $50,000 | ||
Insuring Agreement (H)-STOP PAYMENT |
$100,000 | $5,000 | ||
Insuring Agreement (I)-UNCOLLECTIBLE ITEMS OF DEPOSIT |
$100,000 | $5,000 | ||
Optional Insuring Agreements and Coverages: |
||||
Insuring Agreement (J)-COMPUTER SYSTEMS FRAUD |
$3,000,000 | $50,000 |
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.
41205 (03/95) | 1 | |||
© All rights reserved. |
Item 4. | Offices or Premises CoveredOffices 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: | |
Item 5. | The liability of the Underwriter is subject to the terms of the following riders attached hereto: | |
Item 6. | The Insured by the acceptance of this bond gives to the Underwriter terminating or cancelling prior bond(s) or policy(ies) No.(s) 02-317-52-59 such termination or cancellation to be effective as of the time this bond becomes effective. |
41205 (03/95) | 2 | |||
© All rights reserved. |
IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its President, Secretary and Authorized Representative. This Policy shall not be valid unless signed below at the time of issuance by an authorized representative of the insurer.
|
| |||
PRESIDENT |
SECRETARY | |||
AIG Specialty Insurance Company | AIG Specialty Insurance Company |
|
|
| ||
COUNTERSIGNED AT | DATE | COUNTERSIGNATURE |
ARTHUR J. GALLAGHER & CO. INSURANCE BROKERS OF CAL
505 N BRAND BLVD STE 600
GLENDALE, CA 91203-3018
1664768
41205 (03/95) | 3 | |||
© All rights reserved. |
NOTICE TO POLICY HOLDER
TAXES AND FEES
The following information is hereby deemed added to the Declarations:
Premium |
$ | 8,854.00 | ||||||
State Tax |
3.00 | % | $ | 265.62 | ||||
Stamping Fee |
0.20 | % | $ | 17.71 | ||||
Fees |
$ | 0.00 | ||||||
Total Gross Premium |
$ | 9,137.33 |
Risk Specialists Companies Insurance Agency, Inc. d/b/a RSCIA in NH,
777 SOUTH FIGUEROA STREET
18TH FL
Los Angeles, CA 90017-5814
99288 (4/16)
AIG Specialty Insurance Company
A capital stock company
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
41206 (9/84) | 1 | © All rights reserved. |
41206 (9/84) | 2 | © All rights reserved. |
41206 (9/84) | 3 | © All rights reserved. |
GENERAL AGREEMENTS
41206 (9/84) | 4 | © All rights reserved. |
THE FOREGOING INSURING AGREEMENTS AND
GENERAL AGREEMENTS ARE SUBJECT TO
THE FOLLOWING CONDITIONS AND
LIMITATIONS:
41206 (9/84) | 5 | © All rights reserved. |
41206 (9/84) | 6 | © All rights reserved. |
41206 (9/84) | 7 | © All rights reserved. |
41206 (9/84) | 8 | © All rights reserved. |
41206 (9/84) | 9 | © All rights reserved. |
41206 (9/84) | 10 | © All rights reserved. |
41206 (9/ 84) | 11 | © All rights reserved. |
41206 (9/84) | 12 | © All rights reserved. |
41206 (9/84) | 13 | © All rights reserved. |
ENDORSEMENT# 1
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: | AIG Specialty Insurance Company |
FIDELITY AGREEMENT AMENDED
In consideration of the premium charged, it is agreed that:
1. | Insuring Agreement (A) FIDELITY is deleted in its entirety and replaced with the following: |
(A) FIDELITY
Loss resulting directly from dishonest or fraudulent acts committed by an Employee acting alone or in collusion with others.
Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent:
(1) | to cause the Insured to sustain such loss; or |
(2) | to obtain financial benefit for the Employee or another person or entity. |
Notwithstanding the foregoing, however, it is agreed that with regards to loss resulting directly or indirectly from 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 which results in a financial benefit for the Employee.
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 or pensions.
With respect to this Insuring Agreement, loans includes any extension of credit by the Insured and all transactions creating a creditor relationship in favor of the Insured and all transactions by which the Insured assumes an existing creditor relationship.
2. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations conditions or agreements of the attached policy other than as above stated. |
© All rights reserved.
END 001
127427 (11/17) | 1 |
ENDORSEMENT# 2
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: | AIG Specialty Insurance Company |
COMPUTER SYSTEMS INSURING AGREEMENT
In consideration of the premium charged, the bond is amended as follows:
I.
The bond is hereby amended by adding Insuring Agreement (CS) to the bond as follows:
(CS) COMPUTER SYSTEMS
Loss resulting directly from a fraudulent:
(1) | entry of Electronic Data or Computer Program into, or |
(2) | change of Electronic Data or Computer Program within |
any Computer Systems operated by the Insured, whether owned or leased; or any Computer System identified in the application for this bond; or a Computer System first used by the Insured during the Bond Period, as provided by General Agreement A of this bond;
provided that the entry or change causes
(i) | property to be transferred, paid or delivered, |
(ii) | an account of the Insured, or of its customer, to be added, deleted, debited or credited, or |
(iii) | an unauthorized account or a fictitious account to be debited or credited. |
II.
For the purposes of the coverage afforded by the COMPUTER SYSTEMS Insuring Agreement, the following definitions shall be added to Section 1. DEFINITIONS of the CONDITIONS AND LIMITATIONS of the bond:
(CS-1) | Fraudulent Entry or Fraudulent Change shall include such entry or change made by an Employee of the Insured acting in good faith: |
(a) | on an instruction from a software contractor who has a written agreement with the Insured to design, implement or service programs for a Computer System covered by this Insuring Agreement, or |
(b) | on an instruction transmitted by Tested telex or similar means of Tested communication (except a Telefacsimile Device) identified in the application for this bond purportedly sent by a customer, financial institution or automated clearinghouse. |
© All rights reserved.
END 002
127420 (11/17) | 1 |
ENDORSEMENT# 2 (Continued)
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: | AIG Specialty Insurance Company |
(CS-2) | Computer Program means a set of related electronic instructions which direct the operations and functions of a computer or devices connected to it which enable the computer or devices to receive, process, store or send Electronic Data. |
(CS-3) | Computer Systems means: |
(1) | computers with related peripheral components, including storage components wherever located, |
(2) | systems and applications software, |
(3) | terminal devices, and |
(4) | related communication networks, including the Internet, |
by which Electronic Data are electronically collected, transmitted, processed, stored and retrieved.
(CS-4) | Electronic Data means facts or information converted to a form usable in a Computer System by Computer Programs, and which is stored on magnetic tapes or disks, or optical storage disks or other bulk media. |
(CS-5) | Internet means worldwide public network of computers, which are commonly referred to as the internet. |
(CS-6) | Telefacsimile Device means a machine capable of sending or receiving a duplicate image of a document by means of electronic impulses transmitted through a telephone line and which reproduces the duplicate image on paper. |
(CS-7) | Tested means a method of authenticating the contents of a communication by placing a valid test key on it which has been agreed upon between the Insured and a customer, automated clearing house, or another financial institution for the purpose of protecting the integrity of the communication in the ordinary course of business. |
III.
For the purpose of the coverage afforded by the COMPUTER SYSTEMS Insuring Agreement, the following exclusions shall be added to Section 2. EXCLUSIONS of the CONDITIONS AND LIMITATIONS of this bond:
(CS-A) | loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by the COMPUTER |
© All rights reserved.
END 002
127420 (11/17) | 2 |
ENDORSEMENT# 2 (Continued)
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: | AIG Specialty Insurance Company |
SYSTEMS Insuring Agreement and would be imposed on the Insured regardless of the existence of the contract.
(CS-B) | loss resulting directly or indirectly from negotiable instruments, securities, documents or other written instruments which bear a forged signature, or are counterfeit, altered or otherwise fraudulent and which are used as source documentation in the preparation of Electronic Data or manually keyed into a data terminal. |
(CS-C) | loss resulting directly or indirectly from |
(1) | mechanical failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual deterioration, electrical disturbance or electrical surge which affects a Computer System, or |
(2) | failure or breakdown of electronic data processing media, or |
(3) | error or omission in programming or processing. |
(CS-D) | loss resulting directly or indirectly from the input of Electronic Data into a Computer System terminal device either on the premises of a customer of the Insured or under the control of such a customer by a person who had authorized access to the customers authentication mechanism. |
(CS-E) | loss resulting directly from the theft of confidential information |
IV.
Solely with respect to the coverage afforded by the COMPUTER SYSTEMS Insuring Agreement, all loss or series of losses involving the fraudulent acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically identified, shall be deemed to be one loss and shall be limited to the applicable Limit of Liability stated in Item 3 of the Declarations of this bond irrespective of the total amount of such loss or losses and shall not be cumulative in amounts from year to year or from period to period. A series of losses involving unidentified individuals but arising from the same method of operation shall be deemed to involve the same individual and in that event shall be treated as a one loss and shall be limited to the applicable Limit of Liability as described above.
© All rights reserved.
END 002
127420 (11/17) | 3 |
ENDORSEMENT# 2 (Continued)
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: | AIG Specialty Insurance Company |
V.
Nothing contained herein shall be held to vary, alter, waive, or extend any of the terms, limitations, conditions or agreements of the attached bond other than as above stated.
© All rights reserved.
END 002
127420 (11/17) | 4 |
ENDORSEMENT# 3
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
COUNTERFEIT CURRENCY AMENDED
In consideration of the premium charged, it is agreed that:
1. | Insuring Agreement G, COUNTERFEIT CURRENCY, is deleted and replaced by the following: |
(G) | COUNTERFEIT CURRENCY |
Loss resulting directly from the receipt by the Insured, in good faith, of any counterfeit money of the United States of America, Canada or any other country.
2. | Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, limitations, conditions, or provisions of the attached bond other than above stated. |
© All rights reserved.
END 003
127426 (11/17) | 1 |
ENDORSEMENT# 4
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
UNAUTHORIZED SIGNATURES COVERAGE
In consideration of the premium charged, it is agreed that:
1. | The following Insuring Agreement is added to this bond: |
(US) UNAUTHORIZED SIGNATURES
Loss resulting directly from the Insured having accepted, paid or cashed any check or withdrawal order made or drawn on a customers account which bears the signature or endorsement of someone other than a person whose name and signature is on file with the Insured as a signatory on such account.
It shall be a condition precedent to the Insureds right of recovery under this UNAUTHORIZED SIGNATURES Insuring Agreement that the Insured shall have on file the signatures of all persons who are signatories on such account.
2. | The Optional Insuring Agreements and Coverages section of Item 3 of the Declarations of this bond is amended by adding the following at the end thereof: |
Limit of Liability |
Deductible | |||||||
Insuring Agreement (US) - UNAUTHORIZED SIGNATURES |
$ | 50,000 | $ | 5,000 |
3. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements of the attached bond other than as above stated. |
© All rights reserved.
END 004
127425 (11/17) | 1 |
ENDORSEMENT# 5
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
NOTICE OF LOSS AMENDED
(THRESHOLD AMOUNT; AMENDED PROOF OF LOSS PERIOD)
In consideration of the premium charged, it is agreed that:
1. | In the CONDITIONS AND LIMITATIONS of this bond, Section 4 is amended by deleting the second sentence thereof and replacing it with the following: |
At the earliest practicable moment after discovery of any losses hereunder, which exceed or are reasonably expected to exceed $25,000, the Insured shall give the Underwriter notice thereof and shall also within six (6) months after such discovery furnish to the Underwriter affirmative proof of loss with full particulars.
2. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements of the attached policy other than as above stated. |
© All rights reserved.
END 005
127418 (11/17) | 1 |
ENDORSEMENT# 6
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
FRAUDULENT TRANSFER INSTRUCTIONS COVERAGE
In consideration of the premium charged, it is agreed that:
1. | The following Insuring Agreement is added to this bond: |
(FTI) FRAUDULENT TRANSFER INSTRUCTIONS
Loss resulting directly from the Insured having, in good faith, transferred money on deposit in a Customers account, or a Customers Certificated Securities, in reliance upon a fraudulent instruction transmitted to the Insured via telefacsimile, telephone, or electronic mail; provided, however that
(1) | The fraudulent instruction purports, and reasonably appears, to have originated from: |
(a) | such Customer, |
(b) | an Employee acting on instructions of such Customer; or |
(c) | another financial institution acting on behalf of such Customer with authority to make such instructions; and |
(2) | The sender of the fraudulent instruction verified the instruction with the password, PIN, or other security code of such Customer; and |
(3) | The sender was not, in fact, such Customer, was not authorized to act on behalf of such Customer, and was not an Employee of the Insured; and |
(4) | The instruction was received by an Employee of the Insured specifically authorized by the Insured to receive and act upon such instructions; and |
© All rights reserved.
END 006
127417 (11/17) | 1 |
ENDORSEMENT# 6 (Continued)
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
(5) | For any transfer exceeding the Verification Threshold Amount set forth below, the Insured verified the instruction via a call back to a predetermined telephone number set forth in the Insureds Written agreement with such Customer or other verification procedure approved in writing by the Underwriter; and |
(6) | The Insured preserved a contemporaneous record of the call back, if any, and of the instruction which verifies use of the authorized password, PIN or other security code of the Customer. |
The Verification Threshold Amount applicable to this FRAUDULENT TRANSFER INSTRUCTIONS Insuring Agreement is: $50,000.
2. | Solely with respect to the FRAUDULENT TRANSFER INSTRUCTIONS Insuring Agreement, the following definitions shall apply: |
(FTI-1) | Certificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is: |
(i) | represented by a written instrument issued in bearer or registered form; |
(ii) | of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment; and |
(iii) | either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations. |
© All rights reserved.
END 006
127417 (11/17) | 2 |
ENDORSEMENT# 6 (Continued)
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
(FTI-2) | Customer means a natural person or entity which has a written agreement with the Insured authorizing the Insured to transfer money on deposit in an account or Certificated Securities in reliance upon instructions transmitted to the Insured via the means utilized to transmit the fraudulent instruction. |
3. | It shall be a condition precedent to coverage under the FRAUDULENT TRANSFER INSTRUCTIONS Insuring Agreement that the Insured assert any available claims, offsets or defenses against such Customer, any financial institution or any other party to the transaction. |
4. | The following additional Exclusions are added to the Bond applicable only to this Insuring Agreement: |
(FTI-1) | loss resulting directly or indirectly from a fraudulent instruction if the sender, or anyone acting in collusion with the sender, ever had authorized access to such Customers password, PIN or other security code; and |
(FTI-2) | loss resulting directly or indirectly from the fraudulent alteration of an instruction to initiate an automated clearing house (ACH) entry, or group of ACH entries, transmitted as an electronic message, or as an attachment to an electronic message, sent via the Internet, unless: |
(i) | each ACH entry was individually verified via the call back procedure without regard to the amount of the entry; or |
(ii) | the instruction was formatted, encoded or encrypted so that any alteration in the ACH entry or group of ACH entries would be apparent to the Insured. |
© All rights reserved.
END 006
127417 (11/17) | 3 |
ENDORSEMENT# 6 (Continued)
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
5. | The Optional Insuring Agreements and Coverages section of Item 3 of the Declarations of this bond is amended by adding the following at the end thereof: |
Limit of | ||||||||
Liability | Deductible | |||||||
Insuring Agreement (FTI)- FRAUDULENT |
$ | 3,000,000 | $ | 50,000 | ||||
TRANSFER INSTRUCTIONS |
6. | Nothing contained herein shall be held to vary, alter, waive, or extend any of the terms, limitations, conditions or agreements of the attached bond other than as above |
© All rights reserved.
END 006
127417 (11/17) | 4 |
ENDORSEMENT# 7
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: AIG Specialty Insurance Company
CLAIMS EXPENSE INSURING AGREEMENT
It is agreed that:
1. | The INSURING AGREEMENTS Clause of the attached bond is amended by adding the following additional Insuring Agreement to the end thereof: |
CLAIMS EXPENSE
Reasonable expenses necessarily incurred and paid by the Insured in preparing any valid claim for each and every loss, as defined in Insuring Agreements A, B, C, D, E, and F, and any other valid coverage added by rider, which loss exceeds the Single Loss Deductible Amount of $5,000. The Underwriters aggregate liability for such expenses paid by the Insured in preparing all such claims shall be $50,000, which shall be part of, and not in addition to, the Aggregate Limit of Liability stated in the Declarations.
2. | Solely for the purpose of the CLAIMS EXPENSE Insuring Agreement, paragraph K of Section 2. EXCLUSIONS of the CONDITIONS AND LIMITATIONS Clause is deleted in its entirety. |
3. | Nothing contained here shall be held to vary, alter, waive or extend any of the terms, limitations, conditions, or agreements of the attached bond other than as above stated. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
© All rights reserved.
END 007
126478 (10/17) | 1 |
ENDORSEMENT# 8
This endorsement, effective at 12:01 AM October 17, 2019 forms a part of Policy number: 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: | AIG Specialty Insurance Company |
PROTECTED INFORMATION EXCLUSION
This rider modifies insurance provided under the following:
BROKER-DEALER GUARD BOND
CREDIT UNION FINANCIAL INSTITUTION FIDELITY BOND
FINANCIAL INSTITUTIONS BOND, STANDARD FORM 14
FINANCIAL INSTITUTIONS BOND, STANDARD FORM 15
FINANCIAL INSTITUTIONS BOND, STANDARD FORM 24
FINANCIAL INSTITUTIONS BOND, STANDARD FORM 25
FOLLOW FORM BOND (EXCESS OVER A FIDELITY BOND)
INVESTMENT COMPANY BLANKET BOND
It is agreed that:
1. | Coverage shall not apply to any loss resulting directly or indirectly from the: (a) theft, disappearance or destruction of; (b) unauthorized use or disclosure of; (c) unauthorized access to; or (d) failure to protect any: |
(i) confidential or non-public; or
(ii) personal or personally identifiable;
information that any person or entity has a duty to protect under any law, rule or regulation, any agreement or any industry guideline or standard.
This exclusion shall not apply to the extent that any unauthorized use or disclosure of a password enables a theft by an Employee of the Insured of money, securities or tangible property of the Insured or that the Insured is holding for a third party; provided, however, this exception shall not apply to the extent that such unauthorized use or disclosure of a password enables a theft of or disclosure of information.
2. | Nothing contained here shall be held to vary, alter, waive or extend any of the terms, limitations, conditions, or agreements of the attached bond other than as above stated. |
© All rights reserved.
END 008
113011 (10/12) | 1 |
ENDORSEMENT# 9
This endorsement, effective 12:01 am October 17, 2019 forms a part of policy number 01-767-88-66
issued to | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
by | AIG Specialty Insurance Company |
NOTICE OF CLAIM
(REPORTING BY E- MAIL)
In consideration of the premium charged, it is hereby understood and agreed as follows:
1. | Email Reporting of Claims: In addition to the postal address set forth for any Notice of Claim Reporting under this policy, such notice may also be given in writing pursuant to the policys other terms and conditions to the Insurer by email at the following email address: |
c- claim@AIG.com
Your email must reference the policy number for this policy. The date of the Insurers receipt of the emailed notice shall constitute the date of notice.
In addition to Notice of Claim Reporting via email, notice may also be given to the Insurer by mailing such notice to: AIG, Financial Lines Claims, P.O. Box 25947, Shawnee Mission, KS 66225 or faxing such notice to (866) 227- 1750.
2. | Definitions: For this endorsement only, the following definitions shall apply: |
(a) | Insurer means the Insurer, Underwriter or Company or other name specifically ascribed in this policy as the insurance company or underwriter for this policy. |
(b) | Notice of Claim Reporting means notice of claim / circumstance, notice of loss or other reference in the policy designated for reporting of claims, loss or occurrences or situations that may give rise or result in loss under this policy. |
(c) | Policy means the policy, bond or other insurance product to which this endorsement is attached. |
3. | This endorsement does not apply to any Kidnap & Ransom / Extortion Coverage Section, if any, provided by this policy. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
© All rights reserved.
END 009
99758 (8/08) | Page 1 of 1 |
ENDORSEMENT# 10
This endorsement, effective at 12:01 am October 17, 2019 forms a part of Policy number 01-767-88-66
Issued to: | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
By: | AIG Specialty Insurance Company |
ECONOMIC SANCTIONS ENDORSEMENT
This endorsement modifies insurance provided under the following:
Coverage shall only be provided and payment of loss under this policy shall only be made in full compliance with enforceable United Nations economic and trade sanctions and the trade and economic sanction laws or regulations of the European Union and the United States of America, including, but not limited to, sanctions, laws and regulations administered and enforced by the U.S. Treasury Departments Office of Foreign Assets Control (OFAC).
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
© All rights reserved.
END 010
119679 (9/15) | Page 1 of 1 |
ENDORSEMENT# 11
This endorsement, effective 12:01 am October 17, 2019 forms a part of policy number 01-767-88-66
issued to | OAKTREE SPECIALTY LENDING CORPORATION; |
OAKTREE STRATEGIC INCOME CORPORATION |
by | AIG Specialty Insurance Company |
FORMS INDEX ENDORSEMENT
The contents of the Policy is comprised of the following forms:
FORM NUMBER |
EDITION DATE |
FORM TITLE | ||
41205 | 03/95 | INVESTMENT COMPANY BLANKET BOND | ||
99288 | 04/16 | NOTICE TO POLICY HOLDER TAXES AND FEES (Addendum) | ||
41206 | 08/84 | Investment Company Blanket Bond guts | ||
127427 | 11/17 | FIDELITY AGREEMENT AMENDED | ||
127420 | 11/17 | COMPUTER SYSTEMS INSURING AGREEMENT | ||
127426 | 11/17 | COUNTERFEIT CURRENCY AMENDED | ||
127425 | 11/17 | UNAUTHORIZED SIGNATURES COVERAGE | ||
127418 | 11/17 | NOTICE OF LOSS AMENDED | ||
127417 | 11/17 | FRAUDULENT TRANSFER INSTRUCTIONS COVERAGE | ||
126478 | 10/17 | CLAIMS EXPENSE INSURING AGREEMENT | ||
113011 | 10/12 | PROTECTED INFORMATION EXCLUSION | ||
99758 | 08/08 | NOTICE OF CLAIM (REPORTING BY E-MAIL) | ||
119679 | 09/15 | ECONOMIC SANCTIONS ENDORSEMENT | ||
78859 | 10/01 | FORMS INDEX ENDORSEMENT |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
© All rights reserved.
END 011
78859 (10/01) | Page 1 of 1 |
CLAIM REPORTING FORM
Issuing Company: AIG Specialty Insurance Company
Reported under Policy / Bond Number: 01-767-88-66 Date:
Type of Coverage: D&O E&O Fidelity (complete the Fidelity Supplemental on the next page)
Insureds Name, as given on Policy Declarations (Face Page):
OAKTREE SPECIALTY LENDING CORPORATION; OAKTREE STRATEGIC INCOME CORPORATION |
Contact Person: |
Title: |
Phone: ( ) - Ext |
eMail: @ |
|
Case or Claimant Name: |
If the party involved is different from Insured Name (as given on Policy Declarations) state relationship:
Insurance Broker / Agent: ARTHUR J. GALLAGHER & CO. INSURANCE BROKERS OF CAL |
Address: 505 N BRAND BLVD, STE 600 |
Address: GLENDALE, CA 91203-3018 |
Contact: MATTHEW SARAZEN Phone: Ext |
eMail: Matthew_Sarazen@ajg.com |
Send Notice of Claims to: | AIG | Phone: (888) 602- 5246 | ||
Financial Lines Claims | Fax: (866) 227- 1750 | |||
P.O. Box 25947 | Email: c-Claim@AIG.com | |||
Shawnee Mission, KS 66225 |
CLAIM REPORTING FORM
FIDELITY SUPPLEMENTAL
(Only complete this supplemental if the Claim is being reported under Fidelity Coverage)
Issuing Company: AIG Specialty Insurance Company
Reported under Policy / Bond Number: 01-767-88-66
Date of Discovery: Estimated Amount of loss: | ||||||||
Cause of Loss: | Employee Dishonesty | Computer Fraud | ||||||
Funds Transfer | Robbery/Burglary | |||||||
ID Theft | Forgery | |||||||
Client Property | In Transit | |||||||
ERISA | Credit Card Forgery | |||||||
Other | if Other, describe: |
Send Notice Of Claims To: |
AIG |
Phone: (888) 602-5246 | ||
Financial Lines Claims |
Fax: (866) 227-1750 | |||
P.O. Box 25947 |
Email: c-Claim@AIG.com | |||
Shawnee Mission, KS 66225 |
Exhibit B
Certificate of Secretary
The undersigned, Mary Gallegly, Secretary of Oaktree Specialty Lending Corporation, a Delaware 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 Companys 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 Company, has custody of the corporate records of the Company and is a proper officer to make this certification. |
3. | Attached hereto as Annex A is a copy of the resolutions approved by the Board of Directors of the Company, including a majority of the Board of Directors who are not interested persons of the Company, as such term is defined under the 1940 Act, approving the amount, type, form and coverage of the Bond and the portion of the premium paid by the Company. |
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 17th day of October, 2019.
/s/ Mary Gallegly |
Mary Gallegly |
Secretary |
Oaktree Specialty Lending Corporation |
Annex A
Approval of Joint Insured Fidelity Bond and Related Agreement
RESOLVED, that the Company shall be named as an insured under a joint fidelity bond provided by AIG, having an aggregate coverage of $3 million that complies with or exceeds the requirements of Rule 17g-1 under the 1940 Act and issued by 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 Company from time to time, containing such provisions as may be required by the rules promulgated under the 1940 Act;
RESOLVED, that the joint fidelity bond in the amount of $3 million be, and the same hereby is, approved after consideration of all factors deemed relevant by the Board, including the amount of the bond, the expected value of the assets of the Company 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 Companys assets, and the nature of the securities in the Companys portfolio;
RESOLVED, that the share of the premium to be allocated to the Company and Oaktree Strategic Income Corporation for the bond, which is 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 the same hereby is, approved, after the Board 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 Company under the bond is less than the premium the Company would have had to pay had it maintained a single insured bond;
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized to enter into said fidelity bond with the other named insureds under said bond providing that in the event that any recovery is received under the bond as a result of a loss sustained by the Company and also by the other named insured, the Company 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; and
RESOLVED, that the Chief Financial Officer of the Company be, and hereby is, designated as the party responsible for making the necessary filings and giving the notices with respect to such bond required by paragraph (g) of Rule 17g-1 under the 1940 Act.
Exhibit C
JOINT FIDELITY BOND AGREEMENT
THIS AGREEMENT is made as of October 17, 2017, by and among Oaktree Specialty Lending Corporation and Oaktree Strategic Income Corporation (each, an Insured, and together, the Insureds), each acting on behalf of itself, and is effective as of October 17, 2017.
WHEREAS, each Insured is a closed-end management investment company which has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, each of the Insureds is named as an insured party under a joint fidelity bond in accordance with Rule 17g-1 (such joint insured bond as it is currently executed and as it may be amended from time to time, hereinafter, the Bond);
WHEREAS, the Insureds, in order to be covered jointly under the Bond, are required by Rule 17g-1 to be parties to an agreement that establishes the criteria by which the premiums and any recoveries under the Bond shall be allocated among them.
WHEREAS, the Insureds desire to confirm the criteria by which recoveries under the Bond shall
be allocated between the Insureds;
WHEREAS, this Agreement has been approved by the directors of the Insureds, including a majority of the directors who are not interested persons of the Insureds (as defined in the 1940 Act).
NOW, THEREFORE, it is agreed as follows:
1. In the event that recovery is received under the Bond as a result of a loss sustained by more than one Insured, the following rules shall apply for determining the priorities for satisfaction of such claims under the Bond:
a. Each Insured agrees to maintain in effect, and will pay a portion of the premiums for, the Bond, which premium will be allocated pro rata according to the relative premium that such Insured would pay for separate fidelity bond coverage;
b. Each Insured shall receive an equitable and proportionate share of the recovery, but at least equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required under Rule 17g-1(d)(1) under the 1940 Act;
c. The remaining amount of recovery, if any, shall then be applied to each claim of each Insured in proportion to the amount of the unreimbursed loss in excess of such minimums incurred by each Insured; and
d. Each Insured 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 Insured 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 Insured.
2. The obligations of an Insured under this Agreement are not binding upon any of the directors of an Insured or Insured shareholders individually, but are binding only with respect to the assets of that Insured.
3. This Agreement may not be modified or amended in any manner except by written agreement executed by the parties hereto.
4. A copy of this Agreement, and any amendment thereto, shall be filed with the Securities and Exchange Commission within 10 days after receipt by the Insureds of an executed copy of the Bond.
5. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New York.
6. This Agreement and the rights and duties hereunder shall not be assignable by any party hereto without the written consent of the other party.
2
IN WITNESS WHEREOF, the insured parties have caused this Agreement to be executed by their respective officers thereunto duly authorized.
OAKTREE SPECIALTY LENDING CORPORATION | ||
By: | /s/ Mathew Pendo | |
Name: | Mathew Pendo | |
Title: | Chief Operating Officer | |
OAKTREE STRATEGIC INCOME CORPORATION | ||
By: | /s/ Mathew Pendo | |
Name: | Mathew Pendo | |
Title: | Chief Operating Officer |
3