Very
truly yours,
|
|
BLACKROCK
KELSO CAPITAL CORPORATION
|
|
/s/
Frank D. Gordon
|
|
Frank
D. Gordon
|
|
Chief
Financial Officer, Treasurer and
Secretary
|
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
(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 Chief Financial
Officer, Secretary and Treasurer of the Company, and 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 a majority of
the directors who are not "interested persons" of the Company, approving
the amount, type, form and coverage of the
Bond.
|
4.
|
Premiums
have been paid for the period June 26, 2009 to June 26,
2010.
|
/s/
Frank D. Gordon
|
|
Frank
D. Gordon
|
|
Chief
Financial Officer, Treasurer and
Secretary
|
Chubb Group of Insurance Companies | DECLARATIONS | |||||||||
FINANCIAL INSTITUTION INVESTMENT | ||||||||||
15 Mountain View Road, Warren, New Jersey 07059 | COMPANY ASSET PROTECTION BOND | |||||||||
NAME OF ASSURED (including its Subsidiaries): | Bond Number: 82047423 | |||||||||
BLACKROCK KELSO CAPITAL CORPORATION | ||||||||||
VIGILANT INSURANCE COMPANY | ||||||||||
Incorporated under the laws of New York | ||||||||||
40 EAST 52ND STREET | a stock insurance company herein called the COMPANY | |||||||||
NEW YORK, NY 10022 | ||||||||||
55 Water Street, New York NY 10041-2899 | ||||||||||
ITEM 1. | BOND PERIOD: | from | 12:01 a.m. on | June 26, 2009 | ||||||
to | 12:01 a.m. on | June 26, 2010 | ||||||||
ITEM 2. | LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS: | |||||||||
If Not
Covered is inserted below opposite any specified INSURING CLAUSE, such
INSURING CLAUSE
|
||||||||||
and any
other reference shall be deemed to be deleted. There
shall be no deductible applicable to any
|
||||||||||
loss
under INSURING CLAUSE 1. sustained by any Investment
Company.
|
||||||||||
DEDUCTIBLE | ||||||||||
INSURING CLAUSE | LIMIT OF LIABILITY | AMOUNT | ||||||||
1 | . | Employee | $ | 1,250,000 | $ | 25,000 | ||||
2 | . | On Premises | $ | 1,250,000 | $ | 25,000 | ||||
3 | . | In Transit | $ | 1,250,000 | $ | 25,000 | ||||
4 | . | Forgery or Alteration | $ | 1,250,000 | $ | 25,000 | ||||
5 | . | Extended Forgery | $ | 1,250,000 | $ | 25,000 | ||||
6 | . | Counterfeit Money | $ | 1,250,000 | $ | 25,000 | ||||
7 | . | Threats to Person | $ | Not Covered | $ | N/A | ||||
8 | . | Computer System | $ | 1,250,000 | $ | 25,000 | ||||
9 | . | Voice Initiated Funds Transfer Instruction | $ | 1,250,000 | $ | 25,000 | ||||
10 | . | Uncollectible Items of Deposit | $ | 25,000 | $ | 5,000 | ||||
11 | . | Audit Expense | $ | 25,000 | $ | 5,000 | ||||
ITEM 3. |
THE
LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE
FOLLOWING
|
|||||||||
ENDORSEMENTS EXECUTED SIMULTANEOUSLY
HEREWITH:
|
||||||||||
1 -
5
|
||||||||||
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not | ||||||||||
be valid unless also signed by an authorized representative of the Company. |
ICAP Bond (5-98) - Vigilant | |
Form 17-02-1422 (Ed. 5-98) | Page 1 of 1 |
The
COMPANY, in consideration of payment of the required premium, and in
reliance
|
||||||
on the
APPLICATION and all other statements made and information furnished to
the
|
||||||
|
COMPANY by
the ASSURED, and subject to the DECLARATIONS made a part of
this
|
|||||
Bond and to
all other terms and conditions of this Bond, agrees to pay the
ASSURED
|
||||||
for:
|
||||||
Insuring Clauses | ||||||
Employee | 1 | . |
Loss
resulting directly from Larceny or
Embezzlement committed
by any
|
|||
Employee, alone or in collusion with others. | ||||||
On Premises | 2 | . |
Loss of
Property resulting
directly from robbery, burglary, false pretenses,
|
|||
common law
or statutory larceny, misplacement, mysterious
unexplainable
|
||||||
|
disappearance, damage, destruction or removal, from the possession,
custody or
|
|||||
control of
the ASSURED, while such Property is lodged
or deposited at premises
|
||||||
located anywhere. | ||||||
In Transit | 3 | . |
Loss of
Property resulting
directly from common law or statutory larceny,
|
|||
misplacement, mysterious unexplainable disappearance, damage or
destruction,
|
||||||
while the Property is in transit anywhere: | ||||||
a. |
in an
armored motor vehicle, including loading and unloading
thereof,
|
|||||
b. |
in the
custody of a natural person acting as a messenger of the
ASSURED,
|
|||||
or
|
||||||
c. |
in the
custody of a Transportation Company and being
transported in a
|
|||||
conveyance
other than an armored motor vehicle provided, however,
that
|
||||||
|
covered
Property transported
in such manner is limited to the following:
|
|||||
(1 | ) |
written
records,
|
||||
|
||||||
(2 | ) |
securities
issued in registered form, which are not endorsed or
are
|
||||
restrictively endorsed, or | ||||||
(3 | ) |
negotiable
instruments not payable to bearer, which are not
endorsed
|
||||
or are
restrictively endorsed.
|
||||||
Coverage
under this INSURING CLAUSE begins immediately on the receipt
of
|
||||||
such
Property by the
natural person or Transportation Company and
ends
|
||||||
immediately on delivery to the premises of the addressee or to any representative | ||||||
of the addressee located anywhere. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 1 of 19 |
Forgery Or Alteration | 4 | . | Loss resulting directly from: | ||
a. |
Forgery on, or
fraudulent material alteration of, any bills of
exchange,
|
||||
checks,
drafts, acceptances, certificates of deposits, promissory notes,
due
|
|||||
bills,
money orders, orders upon public treasuries, letters of credit,
other
|
|||||
written
promises, orders or directions to pay sums certain in money,
or
|
|||||
receipts for the withdrawal of Property, or | |||||
b. |
transferring, paying or delivering any funds or other Property, or
establishing
|
||||
any credit
or giving any value in reliance on any written instructions,
advices
|
|||||
|
or
applications directed to the ASSURED authorizing or acknowledging
the
|
||||
transfer,
payment, delivery or receipt of funds or other Property,
which
|
|||||
instructions, advices or applications fraudulently purport to bear
the
|
|||||
handwritten
signature of any customer of the ASSURED, or shareholder
or
|
|||||
subscriber
to shares of an Investment Company, or of any
financial
|
|||||
institution
or Employee but which
instructions, advices or applications either
|
|||||
bear a
Forgery or have
been fraudulently materially altered without the
|
|||||
knowledge
and consent of such customer, shareholder, subscriber,
financial
|
|||||
institution or Employee; | |||||
excluding,
however, under this INSURING CLAUSE any loss covered
under
|
|||||
INSURING
CLAUSE 5. of this Bond, whether or not coverage for
INSURING
|
|||||
CLAUSE 5. is provided for in the DECLARATIONS of this Bond. | |||||
For the
purpose of this INSURING CLAUSE, a mechanically reproduced
facsimile
|
|||||
signature is treated the same as a handwritten
signature.
|
|||||
Extended Forgery | 5 | . |
Loss
resulting directly from the ASSURED having, in good faith, and in
the
|
||
ordinary
course of business, for its own account or the account of others in
any
|
|||||
capacity: | |||||
a. |
acquired,
accepted or received, accepted or received, sold or delivered,
or
|
||||
given
value, extended credit or assumed liability, in reliance on any
original
|
|||||
Securities, documents or other written instruments which prove to: | |||||
(1) |
bear a
Forgery or a
fraudulently material alteration,
|
||||
(2) |
have been
lost or stolen, or
|
||||
(3) |
be
Counterfeit,
or
|
||||
b. |
guaranteed
in writing or witnessed any signatures on any
transfer,
|
||||
assignment,
bill of sale, power of attorney, guarantee, endorsement or
other
|
|||||
obligation
upon or in connection with any Securities, documents or other
|
|||||
written instruments. | |||||
Actual
physical possession, and continued actual physical possession if taken
as
|
|||||
collateral,
of such Securities, documents or other written instruments
by
an
|
|||||
|
Employee, Custodian, or a
Federal or State chartered deposit institution of
the
|
||||
ASSURED is
a condition precedent to the ASSURED having relied on such
items.
|
|||||
Release or
return of such collateral is an acknowledgment by the ASSURED that
it
|
|||||
no longer relies on such collateral. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 2 of 19 |
Insuring Clauses | ||||||
Extended Forgery | For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile | |||||
(continued) | signature is treated the same as a handwritten signature. | |||||
Counterfeit Money | 6 | . | Loss resulting directly from the receipt by the ASSURED in good faith of any | |||
Counterfeit money. | ||||||
Threats To Person | 7 | . | Loss resulting directly from surrender of Property away from an office of the | |||
ASSURED as a result of a threat communicated to the ASSURED to do bodily | ||||||
harm to an Employee as defined in Section 1.e. (1), (2) and (5), a Relative or | ||||||
invitee of such Employee, or a resident of the household of such Employee, who | ||||||
is, or allegedly is, being held captive provided, however, that prior to the surrender | ||||||
of such Property: | ||||||
a. |
the
Employee who
receives the threat has made a reasonable effort
to
|
|||||
notify an
officer of the ASSURED who is not involved in such threat,
and
|
||||||
b. |
the ASSURED
has made a reasonable effort to notify the Federal Bureau
of
|
|||||
Investigation and local law enforcement authorities concerning such
threat.
|
||||||
It is agreed that for purposes of this INSURING CLAUSE, any Employee of the | ||||||
ASSURED, as set forth in the preceding paragraph, shall be deemed to be an | ||||||
ASSURED hereunder, but only with respect to the surrender of money, securities | ||||||
and other tangible personal property in which such Employee has a legal or | ||||||
equitable interest. | ||||||
Computer System | 8 | . | Loss resulting directly from fraudulent: | |||
a. |
entries of
data into, or
|
|||||
b. | changes of data elements or programs within, | |||||
a Computer System, provided the fraudulent entry or change causes: | ||||||
(1 | ) |
funds or
other property to be transferred, paid or
delivered,
|
||||
(2 | ) |
an account
of the ASSURED or of its customer to be added,
deleted,
|
||||
debited or credited, or | ||||||
(3 | ) |
an
unauthorized account or a fictitious account to be debited
or
|
||||
credited.
|
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 3 of 19 |
Voice Initiated Funds | 9 | . | Loss resulting directly from Voice Initiated Funds Transfer Instruction directed | |
Transfer Instruction | to the ASSURED authorizing the transfer of dividends or redemption proceeds of | |||
Investment Company shares from a Customer's account, provided such Voice | ||||
Initiated Funds Transfer Instruction was: | ||||
a. |
received at
the ASSURED'S offices by those Employees of the
ASSURED
|
|||
specifically authorized to receive the Voice
Initiated Funds Transfer
|
||||
Instruction,
|
||||
b. |
made by a
person purporting to be a Customer,
and
|
|||
c. |
made by
said person for the purpose of causing the ASSURED or Customer
|
|||
to sustain
a loss or making an improper personal financial gain for
such
|
||||
person or
any other person.
|
||||
In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated | ||||
Funds Transfer Instructions must be received and processed in accordance with | ||||
the Designated Procedures outlined in the APPLICATION furnished to the | ||||
COMPANY. | ||||
Uncollectible Items of | 10 | . | Loss resulting directly from the ASSURED having credited an account of a | |
Deposit | customer, shareholder or subscriber on the faith of any Items of Deposit which | |||
prove to be uncollectible, provided that the crediting of such account causes: | ||||
a. |
redemptions
or withdrawals to be permitted,
|
|||
b. |
shares to
be issued, or
|
|||
c. |
dividends
to be paid,
|
|||
from an account of an Investment Company. | ||||
In order for coverage to apply under this INSURING CLAUSE, the ASSURED | ||||
must hold Items of Deposit for the minimum number of days stated in the | ||||
APPLICATION before permitting any redemptions or withdrawals, issuing any | ||||
shares or paying any dividends with respect to such Items of Deposit. | ||||
Items of Deposit shall not be deemed uncollectible until the ASSURED'S | ||||
standard collection procedures have failed. | ||||
Audit Expense | 11 | . | Expense incurred by the ASSURED for that part of the cost of audits or | |
examinations required by any governmental regulatory authority or self-regulatory | ||||
organization to be conducted by such authority, organization or their appointee by | ||||
reason of the discovery of loss sustained by the ASSURED and covered by this | ||||
Bond. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 4 of 19 |
General Agreements | ||||
Additional Companies | A. |
If more
than one corporation, or Investment Company, or any
combination of
|
||
Included As Assured | them is included as the ASSURED herein: | |||
(1 | ) |
The total
liability of the COMPANY under this Bond for loss or
losses
|
||
sustained
by any one or more or all of them shall not exceed the limit
for
|
||||
which the
COMPANY would be liable under this Bond if all such loss
were
|
||||
sustained by any one of them. | ||||
(2 | ) |
Only the
first named ASSURED shall be deemed to be the sole agent of
the
|
||
others for
all purposes under this Bond, including but not limited to the
giving
|
||||
or
receiving of any notice or proof required to be given and for the purpose
of
|
||||
effecting
or accepting any amendments to or termination of this Bond.
The
|
||||
|
COMPANY
shall furnish each Investment Company with a copy
of the
|
|||
Bond and
with any amendment thereto, together with a copy of each
formal
|
||||
filing of
claim by any other named ASSURED and notification of the terms
of
|
||||
the
settlement of each such claim prior to the execution of such
settlement.
|
||||
(3 | ) |
The COMPANY
shall not be responsible for the proper application of
any
|
||
payment
made hereunder to the first named ASSURED.
|
||||
(4 | ) |
Knowledge
possessed or discovery made by any partner, director,
trustee,
|
||
officer or
supervisory employee of any ASSURED shall constitute
knowledge
|
||||
or
discovery by all the ASSUREDS for the purposes of this
Bond.
|
||||
(5 | ) |
If the
first named ASSURED ceases for any reason to be covered under
this
|
||
Bond, then
the ASSURED next named on the APPLICATION shall
thereafter
|
||||
be
considered as the first named ASSURED for the purposes of this
Bond.
|
||||
Representation Made By | B. |
The ASSURED
represents that all information it has furnished in
the
|
||
Assured |
APPLICATION
for this Bond or otherwise is complete, true and correct.
Such
|
|||
APPLICATION
and other information constitute part of this
Bond.
|
||||
The ASSURED
must promptly notify the COMPANY of any change in any fact
or
|
||||
circumstance which materially affects the risk assumed by the
COMPANY under
|
||||
this
Bond.
|
||||
Any
intentional misrepresentation, omission, concealment or incorrect
statement of
|
||||
a material
fact, in the APPLICATION or otherwise, shall be grounds for recision
of
|
||||
this
Bond.
|
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 5 of 19 |
Additional Offices Or | C. |
If the
ASSURED, other than an Investment Company, while
this Bond is in force,
|
||
Employees - Consolidation, |
merges or
consolidates with, or purchases or acquires assets or liabilities
of
|
|||
Merger Or Purchase Or |
another
institution, the ASSURED shall not have the coverage afforded under
this
|
|||
Acquisition Of Assets Or |
Bond for
loss which has:
|
|||
Liabilities - Notice To |
(1
|
) |
occurred or
will occur on premises, or
|
|
Company | ||||
(2 | ) |
been caused
or will be caused by an employee, or
|
||
(3 | ) | arisen or will arise out of the assets or liabilities, | ||
of such
institution, unless the ASSURED:
|
||||
a. |
gives the
COMPANY written notice of the proposed consolidation, merger
or
|
|||
purchase or
acquisition of assets or liabilities prior to the proposed
effective
|
||||
date of
such action, and
|
||||
b. |
obtains the
written consent of the COMPANY to extend some or all of
the
|
|||
coverage
provided by this Bond to such additional exposure,
and
|
||||
c. |
on
obtaining such consent, pays to the COMPANY an additional
premium.
|
|||
Change Of Control - | D. |
When the
ASSURED learns of a change in control (other than in an Investment
|
||
Notice To Company |
Company), as set
forth in Section 2(a) (9) of the Investment Company Act
of
|
|||
1940, |
the ASSURED
shall within sixty (60) days give written notice to
the
|
|||
COMPANY
setting forth:
|
||||
(1 | ) |
the names
of the transferors and transferees (or the names of the
beneficial
|
||
owners if
the voting securities are registered in another
name),
|
||||
(2 | ) |
the total
number of voting securities owned by the transferors and
the
|
||
transferees
(or the beneficial owners), both immediately before and after
the
|
||||
transfer, and | ||||
(3 | ) |
the total
number of outstanding voting securities.
|
||
Failure to give the required notice shall result in termination of coverage for any | ||||
loss involving a transferee, to be effective on the date of such change in control. | ||||
Court Costs And | E. |
The COMPANY
will indemnify the ASSURED for court costs and
reasonable
|
||
Attorneys’ Fees |
attorneys'
fees incurred and paid by the ASSURED in defense, whether or
not
|
|||
successful,
whether or not fully litigated on the merits and whether or not
settled,
|
||||
of any
claim, suit or legal proceeding with respect to which the ASSURED
would
|
||||
be entitled
to recovery under this Bond. However, with respect to
INSURING
|
||||
CLAUSE 1., this Section shall only apply in the event that: | ||||
(1 | ) | an Employee admits to being guilty of Larceny or Embezzlement, | ||
(2 | ) | an Employee is adjudicated to be guilty of Larceny or Embezzlement, or |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 6 of 19 |
General Agreements | ||
Court Costs And | (3) |
in the
absence of 1 or 2 above, an arbitration panel agrees, after a review
of
|
Attorneys’ Fees |
an agreed
statement of facts between the COMPANY and the
ASSURED,
|
|
(continued) |
that an
Employee would be
found guilty of Larceny or Embezzlement if
|
|
such
Employee were
prosecuted.
|
||
The ASSURED shall promptly give notice to the COMPANY of any such suit or | ||
legal proceeding and at the request of the COMPANY shall furnish copies of all | ||
pleadings and pertinent papers to the COMPANY. The COMPANY may, at its | ||
sole option, elect to conduct the defense of all or part of such legal proceeding. | ||
The defense by the COMPANY shall be in the name of the ASSURED through | ||
attorneys selected by the COMPANY. The ASSURED shall provide all reasonable | ||
information and assistance as required by the COMPANY for such defense. | ||
If the COMPANY declines to defend the ASSURED, no settlement without the | ||
prior written consent of the COMPANY nor judgment against the ASSURED shall | ||
determine the existence, extent or amount of coverage under this Bond. | ||
If the amount demanded in any such suit or legal proceeding is within the | ||
DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court | ||
costs and attorney's fees incurred in defending all or part of such suit or legal | ||
proceeding. | ||
If the amount demanded in any such suit or legal proceeding is in excess of the | ||
LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable | ||
INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees | ||
incurred in defending all or part of such suit or legal proceedings is limited to the | ||
proportion of such court costs and attorney's fees incurred that the LIMIT OF | ||
LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING | ||
CLAUSE bears to the total of the amount demanded in such suit or legal | ||
proceeding. | ||
If the amount demanded is any such suit or legal proceeding is in excess of the | ||
DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM | ||
2. |
of the
DECLARATIONS for the applicable INSURING CLAUSE,
the
|
|
COMPANY'S liability for court costs and attorney's fees incurred in defending all or | ||
part of such suit or legal proceedings shall be limited to the proportion of such | ||
court costs or attorney's fees that the amount demanded that would be payable | ||
under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total | ||
amount demanded. | ||
Amounts paid by the COMPANY for court costs and attorneys' fees shall be in | ||
addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 7 of 19 |
Conditions And | ||||||
Limitations | ||||||
Definitions | 1 | . | As used in this Bond: | |||
a. |
Computer System means a
computer and all input, output, processing,
|
|||||
storage,
off-line media libraries, and communication facilities which
are
|
||||||
connected
to the computer and which are under the control and
supervision
|
||||||
of the
operating system(s) or application(s) software used by the
ASSURED.
|
||||||
b. |
Counterfeit means an
imitation of an actual valid original which is
intended
|
|||||
to deceive and be taken as the original. | ||||||
c. |
Custodian means the
institution designated by an Investment Company to
|
|||||
maintain
possession and control of its assets.
|
||||||
d. |
Customer means an
individual, corporate, partnership, trust
customer,
|
|||||
shareholder
or subscriber of an Investment Company which has a
written
|
||||||
agreement
with the ASSURED for Voice
Initiated Funds Transfer
|
||||||
Instruction.
|
||||||
e. | Employee means: | |||||
(1 | ) | an officer of the ASSURED, | ||||
(2 | ) |
a natural
person while in the regular service of the ASSURED at any
of
|
||||
the
ASSURED'S premises and compensated directly by the
ASSURED
|
||||||
through its
payroll system and subject to the United States
Internal
|
||||||
Revenue
Service Form W-2 or equivalent income reporting plans
of
|
||||||
other
countries, and whom the ASSURED has the right to control
and
|
||||||
direct both
as to the result to be accomplished and details and
means
|
||||||
by which
such result is accomplished in the performance of
such
|
||||||
service, | ||||||
(3 | ) |
a guest
student pursuing studies or performing duties in any of
the
|
||||
ASSURED'S premises, | ||||||
(4 |
)
|
an attorney
retained by the ASSURED and an employee of such
|
||||
attorney
while either is performing legal services for the
ASSURED,
|
||||||
(5 | ) |
a natural
person provided by an employment contractor to
perform
|
||||
employee
duties for the ASSURED under the ASSURED'S
supervision
|
||||||
at any of
the ASSURED'S premises,
|
||||||
(6 | ) |
an employee
of an institution merged or consolidated with the
|
||||
ASSURED
prior to the effective date of this Bond,
|
||||||
(7 | ) |
a director
or trustee of the ASSURED, but only while performing
acts
|
||||
within the
scope of the customary and usual duties of any officer
or
|
||||||
other
employee of the ASSURED or while acting as a member of
any
|
||||||
committee
duly elected or appointed to examine or audit or
have
|
||||||
custody of
or access to Property of the
ASSURED, or
|
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 8 of 19 |
Conditions And | ||||
Limitations | ||||
Definitions | (8 | ) |
each
natural person, partnership or corporation authorized by
written
|
|
(continued) |
agreement
with the ASSURED to perform services as electronic
data
|
|||
processor of checks or other accounting records related to such checks but | ||||
only while
such person, partnership or corporation is actually
performing
|
||||
such services and not: | ||||
a. |
creating,
preparing, modifying or maintaining the ASSURED'S
|
|||
computer software or programs, or | ||||
b. |
acting as
transfer agent or in any other agency capacity in
issuing
|
|||
checks,
drafts or securities for the ASSURED,
|
||||
(9 | ) |
any
partner, officer or employee of an investment advisor, an
underwriter
|
||
(distributor), a transfer agent or shareholder accounting
recordkeeper, or an
|
||||
administrator, for an Investment Company while
performing acts coming
|
||||
within the
scope of the customary and usual duties of an officer or
employee
|
||||
of an
Investment Company or acting
as a member of any committee duly
|
||||
elected or
appointed to examine, audit or have custody of or access
to
|
||||
Property of an Investment Company. | ||||
The term Employee shall not include any partner, officer or employee of a | ||||
transfer agent, shareholder accounting recordkeeper or administrator: | ||||
a. |
which is
not an "affiliated person" (as defined in Section 2(a) of
the
|
|||
Investment
Company Act of 1940) of an Investment Company or
of
|
||||
the
investment advisor or underwriter (distributor) of such Investment
|
||||
Company,
or
|
||||
b. |
which is a
"bank" (as defined in Section 2(a) of the
Investment
|
|||
Company Act of 1940). | ||||
This Bond
does not afford coverage in favor of the employers
of
|
||||
persons as
set forth in e. (4), (5) and (8) above, and upon payment
to
|
||||
the ASSURED
by the COMPANY resulting directly from Larceny or
|
||||
Embezzlement committed
by any of the partners, officers or
|
||||
employees
of such employers, whether acting alone or in collusion
with
|
||||
others, an
assignment of such of the ASSURED'S rights and causes
of
|
||||
action as
it may have against such employers by reason of such
acts
|
||||
so
committed shall, to the extent of such payment, be given by
the
|
||||
ASSURED to
the COMPANY, and the ASSURED shall execute all
|
||||
papers
necessary to secure to the COMPANY the rights provided
for
|
||||
herein.
|
||||
Each
employer of persons as set forth in e.(4), (5) and (8) above and
the
|
||||
|
partners,
officers and other employees of such employers shall
collectively
|
|||
be deemed
to be one person for all the purposes of this Bond;
excepting,
|
||||
however,
the fifth paragraph of Section 13.
|
||||
Independent
contractors not specified in e.(4), (5) or (8)
above,
|
||||
intermediaries, agents, brokers or other representatives of the
same general
|
||||
character
shall not be considered Employees.
|
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 9 of 19 |
Conditions And | ||
Limitations | ||
Definitions | f. | Forgery means the signing of the name of another natural person with the |
(continued) | intent to deceive but does not mean a signature which consists in whole or in | |
part of one's own name, with or without authority, in any capacity for any | ||
purpose. | ||
g. | Investment Company means any investment company registered under the | |
Investment Company Act of 1940 and listed under the NAME OF ASSURED | ||
on the DECLARATIONS. | ||
h. | Items of Deposit means one or more checks or drafts drawn upon a | |
financial institution in the United States of America. | ||
i. | Larceny or Embezzlement means larceny or embezzlement as defined in | |
Section 37 of the Investment Company Act of 1940. | ||
j. | Property means money, revenue and other stamps; securities; including any | |
note, stock, treasury stock, bond, debenture, evidence of indebtedness, | ||
certificate of deposit, certificate of interest or participation in any profit- | ||
sharing agreement, collateral trust certificate, preorganization certificate or | ||
subscription, transferable share, investment contract, voting trust certificate, | ||
certificate of deposit for a security, fractional undivided interest in oil, gas, or | ||
other mineral rights, any interest or instruments commonly known as a | ||
security under the Investment Company Act of 1940, any other certificate of | ||
interest or participation in, temporary or interim certificate for, receipt for, | ||
guarantee of, or warrant or right to subscribe to or purchase any of the | ||
foregoing; bills of exchange; acceptances; checks; withdrawal orders; money | ||
orders; travelers' letters of credit; bills of lading; abstracts of title; insurance | ||
policies, deeds, mortgages on real estate and/or upon chattels and interests | ||
therein; assignments of such policies, deeds or mortgages; other valuable | ||
papers, including books of accounts and other records used by the | ||
ASSURED in the conduct of its business (but excluding all electronic data | ||
processing records); and, all other instruments similar to or in the nature of | ||
the foregoing in which the ASSURED acquired an interest at the time of the | ||
ASSURED'S consolidation or merger with, or purchase of the principal | ||
assets of, a predecessor or which are held by the ASSURED for any | ||
purpose or in any capacity and whether so held gratuitously or not and | ||
whether or not the ASSURED is liable therefor. | ||
k. | Relative means the spouse of an Employee or partner of the ASSURED | |
and any unmarried child supported wholly by, or living in the home of, such | ||
Employee or partner and being related to them by blood, marriage or legal | ||
guardianship. | ||
l. | Securities, documents or other written instruments means original | |
(including original counterparts) negotiable or non-negotiable instruments, or | ||
assignments thereof, which in and of themselves represent an equitable | ||
interest, ownership, or debt and which are in the ordinary course of business | ||
transferable by delivery of such instruments with any necessary | ||
endorsements or assignments. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 10 of 19 |
Conditions And | ||||
Limitations | ||||
Definitions | m. | Subsidiary means any organization that, at the inception date of this Bond, | ||
(continued) | is named in the APPLICATION or is created during the BOND PERIOD and | |||
of which more than fifty percent (50%) of the outstanding securities or voting | ||||
rights representing the present right to vote for election of directors is owned | ||||
or controlled by the ASSURED either directly or through one or more of its | ||||
subsidiaries. | ||||
n. | Transportation Company means any organization which provides its own | |||
or its leased vehicles for transportation or which provides freight forwarding | ||||
or air express services. | ||||
o. | Voice Initiated Election means any election concerning dividend options | |||
available to Investment Company shareholders or subscribers which is | ||||
requested by voice over the telephone. | ||||
p. | Voice Initiated Redemption means any redemption of shares issued by an | |||
Investment Company which is requested by voice over the telephone. | ||||
q. | Voice Initiated Funds Transfer Instruction means any Voice Initiated | |||
Redemption or Voice Initiated Election. | ||||
For the purposes of these definitions, the singular includes the plural and the | ||||
plural includes the singular, unless otherwise indicated. | ||||
General Exclusions - | 2 | . | This bond does not directly or indirectly cover: | |
Applicable to All Insuring | a. | loss not reported to the COMPANY in writing within sixty (60) days after | ||
Clauses | termination of this Bond as an entirety; | |||
b. | loss due to riot or civil commotion outside the United States of America and | |||
Canada, or any loss due to military, naval or usurped power, war or | ||||
insurrection. This Section 2.b., however, shall not apply to loss which occurs | ||||
in transit in the circumstances recited in INSURING CLAUSE 3., provided | ||||
that when such transit was initiated there was no knowledge on the part of | ||||
any person acting for the ASSURED of such riot, civil commotion, military, | ||||
naval or usurped power, war or insurrection; | ||||
c. | loss resulting from the effects of nuclear fission or fusion or radioactivity; | |||
d. | loss of potential income including, but not limited to, interest and dividends | |||
not realized by the ASSURED or by any customer of the ASSURED; | ||||
e. | damages of any type for which the ASSURED is legally liable, except | |||
compensatory damages, but not multiples thereof, arising from a loss | ||||
covered under this Bond; | ||||
f. | costs, fees and expenses incurred by the ASSURED in establishing the | |||
existence of or amount of loss under this Bond, except to the extent covered | ||||
under INSURING CLAUSE 11.; | ||||
g. | loss resulting from indirect or consequential loss of any nature; |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 11 of 19 |
Conditions And | |||||||
Limitations | |||||||
General Exclusions - | h. |
loss
resulting from dishonest acts by any member of the Board of
Directors
|
|||||
Applicable to All Insuring |
or Board of
Trustees of the ASSURED who is not an Employee,
acting
|
||||||
Clauses |
alone or in
collusion with others;
|
||||||
(continued) | i. |
loss, or
that part of any loss, resulting solely from any violation by
the
|
|||||
ASSURED or by any Employee: | |||||||
(1 | ) | of any law regulating: | |||||
a. |
the
issuance, purchase or sale of securities,
|
||||||
b.
|
securities
transactions on security or commodity exchanges
or
|
||||||
the over
the counter market,
|
|||||||
c. |
investment
companies,
|
||||||
d. |
investment
advisors, or
|
||||||
(2 | ) | of any rule or regulation made pursuant to any such law; or | |||||
j. |
loss of
confidential information, material or data;
|
||||||
k. |
loss
resulting from voice requests or instructions received over
the
|
||||||
telephone,
provided however, this Section 2.k. shall not apply to
INSURING
|
|||||||
CLAUSE 7.
or 9.
|
|||||||
Specific Exclusions - | 3 | . | This Bond does not directly or indirectly cover: | ||||
Applicable To All Insuring | a. |
loss caused
by an Employee, provided,
however, this Section 3.a. shall not
|
|||||
Clauses Except Insuring |
apply to
loss covered under INSURING CLAUSE 2. or 3. which
results
|
||||||
Clause 1. |
directly
from misplacement, mysterious unexplainable disappearance,
or
|
||||||
damage or destruction of Property; | |||||||
b. |
loss
through the surrender of property away from premises of the
ASSURED
|
||||||
as a result
of a threat:
|
|||||||
(1 | ) |
to do
bodily harm to any natural person, except loss of Property in
|
|||||
transit in
the custody of any person acting as messenger of
the
|
|||||||
ASSURED,
provided that when such transit was initiated there was
no
|
|||||||
knowledge
by the ASSURED of any such threat, and provided
further
|
|||||||
that this Section 3.b. shall not apply to INSURING CLAUSE 7., or | |||||||
(2 | ) | to do damage to the premises or Property of the ASSURED; | |||||
c. |
loss
resulting from payments made or withdrawals from any
account
|
||||||
involving
erroneous credits to such account;
|
|||||||
d. |
loss
involving Items
of Deposit which are
not finally paid for any reason
|
||||||
|
provided
however, that this Section 3.d. shall not apply to
INSURING
|
||||||
CLAUSE
10.;
|
|||||||
e. |
loss of
property while in the mail;
|
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 12 of 19 |
Conditions And | ||||
Limitations | ||||
Specific Exclusions - | f. | loss resulting from the failure for any reason of a financial or depository | ||
Applicable To All Insuring | institution, its receiver or other liquidator to pay or deliver funds or other | |||
Clauses Except Insuring | Property to the ASSURED provided further that this Section 3.f. shall not | |||
Clause 1. | apply to loss of Property resulting directly from robbery, burglary, | |||
(continued) | misplacement, mysterious unexplainable disappearance, damage, | |||
destruction or removal from the possession, custody or control of the | ||||
ASSURED. | ||||
g. | loss of Property while in the custody of a Transportation Company, | |||
provided however, that this Section 3.g. shall not apply to INSURING | ||||
CLAUSE 3.; | ||||
h. | loss resulting from entries or changes made by a natural person with | |||
authorized access to a Computer System who acts in good faith on | ||||
instructions, unless such instructions are given to that person by a software | ||||
contractor or its partner, officer, or employee authorized by the ASSURED to | ||||
design, develop, prepare, supply, service, write or implement programs for | ||||
the ASSURED's Computer System; or | ||||
i. | loss resulting directly or indirectly from the input of data into a Computer | |||
System terminal, either on the premises of the customer of the ASSURED | ||||
or under the control of such a customer, by a customer or other person who | ||||
had authorized access to the customer's authentication mechanism. | ||||
Specific Exclusions - | 4 | . | This bond does not directly or indirectly cover: | |
Applicable To All Insuring | a. | loss resulting from the complete or partial non-payment of or default on any | ||
Clauses Except Insuring | loan whether such loan was procured in good faith or through trick, artifice, | |||
Clauses 1., 4., And 5. | fraud or false pretenses; provided, however, this Section 4.a. shall not apply | |||
to INSURING CLAUSE 8.; | ||||
b. | loss resulting from forgery or any alteration; | |||
c. | loss involving a counterfeit provided, however, this Section 4.c. shall not | |||
apply to INSURING CLAUSE 5. or 6. | ||||
Limit Of Liability/Non- | 5 | . | At all times prior to termination of this Bond, this Bond shall continue in force for | |
Reduction And Non- | the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS, | |||
Accumulation Of Liability | notwithstanding any previous loss for which the COMPANY may have paid or be | |||
liable to pay under this Bond provided, however, that the liability of the COMPANY | ||||
under this Bond with respect to all loss resulting from: | ||||
a. | any one act of burglary, robbery or hold-up, or attempt thereat, in which no | |||
Employee is concerned or implicated, or | ||||
b. | any one unintentional or negligent act on the part of any one person | |||
resulting in damage to or destruction or misplacement of Property, or | ||||
c. | all acts, other than those specified in a. above, of any one person, or |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 13 of 19 |
Conditions And | ||||
Limitations | ||||
Limit Of Liability/Non- | d. | any one casualty or event other than those specified in a., b., or c. above, | ||
Reduction And Non- | shall be deemed to be one loss and shall be limited to the applicable LIMIT OF | |||
Accumulation Of Liability | LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of | |||
(continued) | the total amount of such loss or losses and shall not be cumulative in amounts | |||
from year to year or from period to period. | ||||
All acts, as specified in c. above, of any one person which | ||||
i. | directly or indirectly aid in any way wrongful acts of any other person or | |||
persons, or | ||||
ii. | permit the continuation of wrongful acts of any other person or persons | |||
whether such acts are committed with or without the knowledge of the wrongful | ||||
acts of the person so aided, and whether such acts are committed with or without | ||||
the intent to aid such other person, shall be deemed to be one loss with the | ||||
wrongful acts of all persons so aided. | ||||
Discovery | 6 | . | This Bond applies only to loss first discovered by an officer of the ASSURED | |
during the BOND PERIOD. Discovery occurs at the earlier of an officer of the | ||||
ASSURED being aware of: | ||||
a. | facts which may subsequently result in a loss of a type covered by this Bond, | |||
or | ||||
b. | an actual or potential claim in which it is alleged that the ASSURED is liable | |||
to a third party, | ||||
regardless of when the act or acts causing or contributing to such loss occurred, | ||||
even though the amount of loss does not exceed the applicable DEDUCTIBLE | ||||
AMOUNT, or the exact amount or details of loss may not then be known. | ||||
Notice To Company - | 7 | . | a. | The ASSURED shall give the COMPANY notice thereof at the earliest |
Proof - Legal Proceedings | practicable moment, not to exceed sixty (60) days after discovery of loss, in | |||
Against Company | an amount that is in excess of 50% of the applicable DEDUCTIBLE | |||
AMOUNT, as stated in ITEM 2. of the DECLARATIONS. | ||||
b. | The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to, | |||
with full particulars within six (6) months after such discovery. | ||||
c. | Securities listed in a proof of loss shall be identified by certificate or bond | |||
numbers, if issued with them. | ||||
d. | Legal proceedings for the recovery of any loss under this Bond shall not be | |||
brought prior to the expiration of sixty (60) days after the proof of loss is filed | ||||
with the COMPANY or after the expiration of twenty-four (24) months from | ||||
the discovery of such loss. | ||||
e. | This Bond affords coverage only in favor of the ASSURED. No claim, suit, | |||
action or legal proceedings shall be brought under this Bond by anyone | ||||
other than the ASSURED. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 14 of 19 |
Conditions And | ||||
Limitations | ||||
Notice To Company - | f. |
Proof of
loss involving Voice
Initiated Funds Transfer Instruction shall
|
||
Proof - Legal Proceedings |
include
electronic recordings of such instructions.
|
|||
Against Company | ||||
(continued) | ||||
Deductible Amount | 8 | . | The COMPANY shall not be liable under any INSURING CLAUSES of this Bond | |
on account of loss unless the amount of such loss, after deducting the net amount | ||||
of all reimbursement and/or recovery obtained or made by the ASSURED, other | ||||
than from any Bond or policy of insurance issued by an insurance company and | ||||
covering such loss, or by the COMPANY on account thereof prior to payment by | ||||
the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in | ||||
ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event | ||||
for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the | ||||
DECLARATIONS. | ||||
There shall be no deductible applicable to any loss under INSURING CLAUSE 1. | ||||
sustained by any Investment Company. | ||||
Valuation | 9 | . | BOOKS OF ACCOUNT OR OTHER RECORDS | |
The value of any loss of Property consisting of books of account or other records | ||||
used by the ASSURED in the conduct of its business shall be the amount paid by | ||||
the ASSURED for blank books, blank pages, or other materials which replace the | ||||
lost books of account or other records, plus the cost of labor paid by the | ||||
ASSURED for the actual transcription or copying of data to reproduce such books | ||||
of account or other records. | ||||
The value of any loss of Property other than books of account or other records | ||||
used by the ASSURED in the conduct of its business, for which a claim is made | ||||
shall be determined by the average market value of such Property on the | ||||
business day immediately preceding discovery of such loss provided, however, | ||||
that the value of any Property replaced by the ASSURED with the consent of the | ||||
COMPANY and prior to the settlement of any claim for such Property shall be the | ||||
actual market value at the time of replacement. | ||||
In the case of a loss of interim certificates, warrants, rights or other securities, the | ||||
production of which is necessary to the exercise of subscription, conversion, | ||||
redemption or deposit privileges, the value of them shall be the market value of | ||||
such privileges immediately preceding their expiration if said loss is not discovered | ||||
until after their expiration. If no market price is quoted for such Property or for | ||||
such privileges, the value shall be fixed by agreement between the parties. | ||||
OTHER PROPERTY | ||||
The value of any loss of Property, other than as stated above, shall be the actual | ||||
cash value or the cost of repairing or replacing such Property with Property of | ||||
like quality and value, whichever is less. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 15 of 19 |
Conditions And | ||||
Limitations | ||||
(continued) | ||||
Securities Settlement | 10 | . | In the event of a loss of securities covered under this Bond, the COMPANY may, | |
at its sole discretion, purchase replacement securities, tender the value of the | ||||
securities in money, or issue its indemnity to effect replacement securities. | ||||
The indemnity required from the ASSURED under the terms of this Section | ||||
against all loss, cost or expense arising from the replacement of securities by the | ||||
COMPANY'S indemnity shall be: | ||||
a. |
for
securities having a value less than or equal to the
applicable
|
|||
DEDUCTIBLE
AMOUNT - one hundred (100%) percent;
|
||||
b. |
for
securities having a value in excess of the DEDUCTIBLE AMOUNT
but
|
|||
within the
applicable LIMIT OF LIABILITY - the percentage that
the
|
||||
|
DEDUCTIBLE
AMOUNT bears to the value of the securities;
|
|||
c. |
for
securities having a value greater than the applicable LIMIT OF
LIABILITY
|
|||
|
- the
percentage that the DEDUCTIBLE AMOUNT and portion in excess
of
|
|||
the
applicable LIMIT OF LIABILITY bears to the value of the
securities.
|
||||
The value referred to in Section 10.a., b., and c. is the value in accordance with | ||||
Section 9, VALUATION, regardless of the value of such securities at the time the | ||||
loss under the COMPANY'S indemnity is sustained. | ||||
The COMPANY is not required to issue its indemnity for any portion of a loss of | ||||
securities which is not covered by this Bond; however, the COMPANY may do so | ||||
as a courtesy to the ASSURED and at its sole discretion. | ||||
The ASSURED shall pay the proportion of the Company's premium charge for the | ||||
Company's indemnity as set forth in Section 10.a., b., and c. No portion of the | ||||
LIMIT OF LIABILITY shall be used as payment of premium for any indemnity | ||||
purchased by the ASSURED to obtain replacement securities. | ||||
Subrogation - Assignment - 11. | In the event of a payment under this Bond, the COMPANY shall be subrogated to | |||
Recovery | all of the ASSURED'S rights of recovery against any person or entity to the extent | |||
of such payment. On request, the ASSURED shall deliver to the COMPANY an | ||||
assignment of the ASSURED'S rights, title and interest and causes of action | ||||
against any person or entity to the extent of such payment. | ||||
Recoveries, whether effected by the COMPANY or by the ASSURED, shall be | ||||
applied net of the expense of such recovery in the following order: | ||||
a. |
first, to
the satisfaction of the ASSURED'S loss which would otherwise
have
|
|||
been paid
but for the fact that it is in excess of the applicable LIMIT
OF
|
||||
LIABILITY,
|
||||
b. |
second, to
the COMPANY in satisfaction of amounts paid in settlement
of
|
|||
the
ASSURED'S claim,
|
||||
c. |
third, to
the ASSURED in satisfaction of the applicable
DEDUCTIBLE
|
|||
AMOUNT,
and
|
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 16 of 19 |
Conditions And | ||||
Limitations | ||||
Subrogation - Assignment - | d. |
fourth, to
the ASSURED in satisfaction of any loss suffered by
the
|
||
Recovery |
ASSURED
which was not covered under this Bond.
|
|||
(continued) | Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a | |||
recovery under this section. | ||||
Cooperation Of Assured | 12 | . | At the COMPANY'S request and at reasonable times and places designated by | |
the COMPANY, the ASSURED shall: | ||||
a. |
submit to
examination by the COMPANY and subscribe to the same
under
|
|||
oath,
|
||||
b. |
produce for
the COMPANY'S examination all pertinent records,
and
|
|||
c. |
cooperate
with the COMPANY in all matters pertaining to the
loss.
|
|||
The ASSURED shall execute all papers and render assistance to secure to the | ||||
COMPANY the rights and causes of action provided for under this Bond. The | ||||
ASSURED shall do nothing after loss to prejudice such rights or causes of action. | ||||
Termination | 13 | . | If the Bond is for a sole ASSURED, it shall not be terminated unless written notice | |
shall have been given by the acting party to the affected party and to the | ||||
Securities and Exchange Commission, Washington, D.C., not less than sixty (60) | ||||
days prior to the effective date of such termination. | ||||
If the Bond is for a joint ASSURED, it shall not be terminated unless written notice | ||||
shall have been given by the acting party to the affected party, and by the | ||||
COMPANY to all ASSURED Investment Companies and to the Securities and | ||||
Exchange Commission, Washington, D.C., not less than sixty (60) days prior to | ||||
the effective date of such termination. | ||||
This Bond will terminate as to any one ASSURED, other than an Investment | ||||
Company: | ||||
a. |
immediately
on the taking over of such ASSURED by a receiver or
other
|
|||
liquidator
or by State or Federal officials, or
|
||||
b. |
immediately
on the filing of a petition under any State or Federal
statute
|
|||
relative to
bankruptcy or reorganization of the ASSURED, or assignment
for
|
||||
the benefit
of creditors of the ASSURED, or
|
||||
c. |
immediately
upon such ASSURED ceasing to exist, whether through
merger
|
|||
into
another entity, disposition of all of its assets or
otherwise.
|
||||
The COMPANY shall refund the unearned premium computed at short rates in | ||||
accordance with the standard short rate cancellation tables if terminated by the | ||||
ASSURED or pro rata if terminated for any other reason. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 17 of 19 |
Conditions And | ||||
Limitations | ||||
Termination | If any partner, director, trustee, or officer or supervisory employee of an | |||
(continued) | ASSURED not acting in collusion with an Employee learns of any dishonest act | |||
committed by such Employee at any time, whether in the employment of the | ||||
ASSURED or otherwise, whether or not such act is of the type covered under this | ||||
Bond, and whether against the ASSURED or any other person or entity, the | ||||
ASSURED: | ||||
a. |
shall
immediately remove such Employee from a
position that would enable
|
|||
such
Employee to cause
the ASSURED to suffer a loss covered by this
|
||||
Bond;
and
|
||||
b. |
within
forty-eight (48) hours of learning that an Employee has
committed
|
|||
any
dishonest act, shall notify the COMPANY, of such action and provide
full
|
||||
particulars of such dishonest act. | ||||
The COMPANY may terminate coverage as respects any Employee sixty (60) | ||||
days after written notice is received by each ASSURED Investment Company | ||||
and the Securities and Exchange Commission, Washington, D.C. of its desire to | ||||
terminate this Bond as to such Employee. | ||||
Other Insurance | 14 | . | Coverage under this Bond shall apply only as excess over any valid and collectible | |
insurance, indemnity or suretyship obtained by or on behalf of: | ||||
a. |
the
ASSURED,
|
|||
|
||||
b. | a Transportation Company, or | |||
c. |
another
entity on whose premises the loss occurred or which employed
the
|
|||
person
causing the loss or engaged the messenger conveying the Property
|
||||
involved.
|
||||
Conformity | 15 | . | If any limitation within this Bond is prohibited by any law controlling this Bond's | |
construction, such limitation shall be deemed to be amended so as to equal the | ||||
minimum period of limitation provided by such law. | ||||
Change or Modification | 16 | . | This Bond or any instrument amending or affecting this Bond may not be changed | |
or modified orally. No change in or modification of this Bond shall be effective | ||||
except when made by written endorsement to this Bond signed by an authorized | ||||
representative of the COMPANY. | ||||
If this Bond is for a sole ASSURED, no change or modification which would | ||||
adversely affect the rights of the ASSURED shall be effective prior to sixty (60) | ||||
days after written notice has been furnished to the Securities and Exchange | ||||
Commission, Washington, D.C., by the acting party. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 18 of 19 |
Conditions And | |
Limitations | |
Change or Modification | If this Bond is for a joint ASSURED, no charge or modification which would |
(continued) | adversely affect the rights of the ASSURED shall be effective prior to sixty (60) |
days after written notice has been furnished to all insured Investment Companies | |
and to the Securities and Exchange Commission, Washington, D.C., by the | |
COMPANY. |
ICAP Bond (5-98) | |
Form 17-02-1421 (Ed. 5-98) | Page 19 of 19 |
ENDORSEMENT/RIDER | |
Effective date of | |
this endorsement/rider: June 26, 2009 | VIGILANT INSURANCE COMPANY |
Endorsement/Rider No. 1 | |
To be attached to and | |
form a part of Bond No. 82047423 | |
Issued to: BLACKROCK KELSO CAPITAL CORPORATION | |
AMEND INVESTMENT COMPANY ENDORSEMENT | |
In consideration of the premium charged, it is agreed that Section 1, Definition g., Investment Company, is | |
deleted in its entirety and replaced with the following: | |
Investment Company means (1) any investment company registered under the Investment Company Act of | |
1940 or (2) any business development company that has filed a Form N-54A (or successor form) with the | |
Securities and Exchange Commission electing to be subject to the provisions of the Investment Company Act | |
of 1940 applicable to business development companies, and listed under the NAME OF ASSURED on the | |
DECLARATIONS. | |
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms | |
and conditions of coverage. | |
All other terms, conditions and limitations of this Bond shall remain unchanged. |
Effective date of | ||
this endorsement: June 26, 2009 | VIGILANT INSURANCE COMPANY | |
Endorsement No.: 2 | ||
To be attached to and form a part of Bond | ||
Number: | 82047423 | |
Issued to: BLACKROCK KELSO CAPITAL CORPORATION | ||
COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS RIDER | ||
It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other laws | ||
or regulations prohibit the coverage provided by this insurance. | ||
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED. |
ENDORSEMENT/RIDER | ||||
Effective date of | ||||
this endorsement/rider: June 26, 2009 | VIGILANT INSURANCE COMPANY | |||
Endorsement/Rider No. | 3 | |||
To be attached to and | ||||
form a part of Bond No. | 82047423 | |||
Issued to: BLACKROCK KELSO CAPITAL CORPORATION | ||||
DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION | ||||
ENDORSEMENT | ||||
In consideration of the premium charged, it is agreed that this Bond is amended as follows: | ||||
1 | . | The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety. | ||
2 | . | The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced | ||
with the following: | ||||
If this Bond is for a joint ASSURED, no change or modification which would adversely affect the | ||||
rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been | ||||
furnished to all insured Investment Companies and the Securities and Exchange Commission, | ||||
Washington, D.C., by the COMPANY. | ||||
The title and any headings in this endorsement/rider are solely for convenience and form no part of the | ||||
terms and conditions of coverage. | ||||
All other terms, conditions and limitations of this Bond shall remain unchanged. |
VIGILANT INSURANCE COMPANY | |||||
Endorsement No.: 4 | |||||
Bond Number: | 82047423 | ||||
NAME OF ASSURED: BLACKROCK KELSO CAPITAL CORPORATION | |||||
NEW YORK AMENDATORY ENDORSEMENT | |||||
It is agreed that this Bond is amended as follows: | |||||
1 | . | By adding to Section 13, Termination, the following: | |||
Bonds In Effect Sixty (60) Days Or Less | |||||
If this Bond has been in effect for less than sixty (60) days and if it is not a renewal Bond, the | |||||
COMPANY may terminate it for any reason by mailing or delivering to the ASSURED and to the | |||||
authorized agent or broker, if any, written notice of termination at least sixty (60) days before the | |||||
effective date of termination. | |||||
Bonds In Effect More Than Sixty (60) Days | |||||
If this Bond has been in effect for sixty (60) days or more, or if it is a renewal of a Bond issued by the | |||||
COMPANY, it may be terminated by the COMPANY by mailing or delivering to the ASSURED and to | |||||
the authorized agent or broker, if any, written notice of termination at least sixty (60) days before the | |||||
effective date of termination. Furthermore, when the Bond is a renewal or has been in effect for sixty | |||||
(60) days or more, the COMPANY may terminate only for one or more of the reasons stated in 1-7 | |||||
below. | |||||
1
|
. | Nonpayment of premium; | |||
2
|
. | Conviction of a crime arising out of acts increasing the hazard insured against ; | |||
3
|
. | Discovery of fraud or material misrepresentation in the obtaining of this Bond or in the | |||
|
presentation of a claim thereunder; | ||||
4
|
. | Violation of any provision of this Bond that substantially and materially increases the hazard | |||
insured against, and which occurred subsequent to inception of the current BOND PERIOD; | |||||
5
|
. | If applicable, material physical change in the property insured, occurring after issuance or last | |||
annual renewal anniversary date of this Bond, which results in the property becoming uninsurable | |||||
in accordance with the COMPANY's objective, uniformly applied underwriting standards in effect | |||||
at the time this Bond was issued or last renewed; or material change in the nature or extent of this | |||||
Bond occurring after issuance or last annual renewal anniversary date of this Bond, which causes | |||||
the risk of loss to be substantially and materially increased beyond that contemplated at the time | |||||
this Bond was issued or last renewed; |
ICAP Bond - New York | |
Form 17-02-2863 (Rev. 7-03) | Page 1 |
6 | . | A determination by the Superintendent of Insurance that continuation of the present premium | |||
volume of the COMPANY would jeopardize the COMPANY's policyholders, creditors or the public, | |||||
or continuing the Bond itself would place the COMPANY in violation of any provision of the New | |||||
York Insurance Code; or | |||||
7 | . | Where the COMPANY has reason to believe, in good faith and with sufficient cause, that there is | |||
a probable risk or danger that the Property will be destroyed by the ASSURED for the purpose of | |||||
collecting the insurance proceeds. | |||||
Notice Of
Termination
|
|||||
Notice of
termination under this SECTION shall be mailed to the ASSURED and to the
authorized agent
|
|||||
or broker,
if any, at the address shown on the DECLARATIONS of this Bond. The
COMPANY,
|
|||||
|
however, may deliver any notice instead of mailing it. | ||||
Return Premium Calculations | |||||
The COMPANY shall refund the unearned premium computed pro rata if this Bond is terminated by the | |||||
COMPANY." | |||||
2 | . | By adding a new Section reading as follows: | |||
"Section 17. Election To Conditionally Renew / Nonrenew This Bond | |||||
Conditional Renewal | |||||
If the COMPANY conditionally renews this Bond subject to: | |||||
1 | . | Change of limits of liability ; | |||
2 | . | Change in type of coverage; | |||
3 | . | Reduction of coverage; | |||
4 | . | Increased deductible; | |||
5 | . | Addition of exclusion; or | |||
6 | . | Increased premiums in excess of 10%, exclusive of any premium increase due to and | |||
commensurate with insured value added; or as a result of experience rating, retrospective rating | |||||
or audit; the COMPANY shall send notice as provided in Notices Of Nonrenewal And Conditional | |||||
Renewal immediately below. | |||||
Notices Of
Nonrenewal And Conditional Renewal
|
|||||
1 | . | If the COMPANY elects not to renew this Bond, or to conditionally renew this Bond as provided | |||
herein, the COMPANY shall mail or deliver written notice to the ASSURED at least sixty (60) but | |||||
not more than one hundred twenty (120) days before: | |||||
a. |
The
expiration date; or
|
||||
b. |
The
anniversary date if this Bond has been written for a term of more than one
year.
|
ICAP Bond - New York | |
Form 17-02-2863 (Rev. 7-03) | Page 2 |
2 | . | Notice shall be mailed or delivered to the ASSURED at the address shown on the | ||
DECLARATIONS of this Bond and the authorized agent or broker, if any. If notice is mailed, proof | ||||
of mailing shall be sufficient proof of notice. | ||||
3 | . | Paragraphs 1. and 2. immediately above shall not apply when the ASSURED, authorized agent or | ||
broker, or another insurer has mailed or delivered written notice to the COMPANY that the Bond | ||||
has been replaced or is no longer desired. | ||||
3 | . | By adding to General Agreement B., Representations Made By Assured, the following: | ||
No misrepresentation shall be deemed material unless knowledge by the COMPANY would have lead | ||||
to the COMPANY'S refusal to write this Bond. | ||||
This Endorsement applies to loss discovered after 12:01 a.m. on June 26, 2009. | ||||
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED. |
ICAP Bond - New York | |
Form 17-02-2863 (Rev. 7-03) | Page 3 |
VIGILANT INSURANCE COMPANY | |||||
Endorsement No: | 5 | ||||
Bond Number: | 82047423 | ||||
NAME OF ASSURED: BLACKROCK KELSO CAPITAL CORPORATION | |||||
TERMINATION-NONRENEWAL-NOTICE ENDORSEMENT | |||||
It is agreed that this Bond is amended as follows: | |||||
1 | . | By adding to Section 13., Termination, the following: | |||
"Termination By The Company | |||||
Bonds In Effect For More Than Sixty (60) Days | |||||
If this
Bond has been in effect for more than sixty (60) days, or, if this Bond is
a renewal, the COMPANY
|
|||||
may
terminate by providing written notice of cancellation at least sixty (60)
days before the effective date
|
|||||
of termination for at least one of the following reasons: | |||||
1 | . | Nonpayment of premium; | |||
2 | . | Discovery of fraud or material misrepresentation in obtaining this Bond or in the presentation of a | |||
claim thereunder; | |||||
3 | . | Discovery of willful or reckless acts or omissions or violation of any provision of this Bond on the | |||
part of the ASSURED which substantially and materially increases any hazard insured against, | |||||
and which occurred subsequent to the inception of the current BOND PERIOD; | |||||
4 | . | Conviction of the ASSURED of a crime arising out of acts increasing the hazard insured against; | |||
5 | . | Material change in the risk which increases the risk of loss after insurance coverage has been | |||
issued or renewed, except to the extent that the COMPANY should reasonably have foreseen the | |||||
change, or contemplated the risk when the contract was written; | |||||
6 | . | Determination by the Commissioner that the continuation of the Bond would jeopardize a | |||
COMPANY'S solvency or would place the COMPANY in violation of the insurance laws of any | |||||
state; | |||||
7 | . | Determination by the Commissioner that continuation of the present premium volume of the | |||
COMPANY would jeopardize the COMPANY'S policyholders, creditors or the public; | |||||
8 | . | Such other reasons that are approved by the Commissioner; | |||
9 | . | Determination by the Commissioner that the COMPANY no longer has adequate reinsurance to | |||
meet the ASSUREDS needs; | |||||
10 | . | Substantial breaches of contractual duties, conditions or warranties; or | |||
11 | . | Unfavorable underwriting facts, specific to the ASSURED, existing that were not present at the | |||
inception of the Bond. |
ICAP Bond | |
Form 17-02-1360 (Rev. 10-99) | Page 1 |
Bonds In Effect Sixty (60) Days Or Less | |
If this Bond has been in effect for sixty (60) days or less, and it is not a renewal Bond, the COMPANY | |
may terminate for any reason by providing written notice of termination at least sixty (60) days before | |
the effective date of termination. | |
Notice Of Termination | |
Notice of termination under this Section shall be mailed or delivered, by certified mail, return receipt | |
provided by the United States Postal Service, to the ASSURED and to the authorized agent or broker, if | |
any, at least sixty (60) days prior to the effective date of cancellation at the address shown on the | |
DECLARATIONS of this Bond. | |
If this Bond is cancelled for nonpayment of premium, the COMPANY will mail or deliver, by certified | |
mail, return receipt provided by the United States Postal Service, a written notice at least thirty (30) days | |
before the effective date of cancellation. The cancellation notice shall contain information regarding the | |
amount of premium due and the due date, and shall state the effect of nonpayment by the due date. | |
Cancellation shall not be effective if payment of the amount due is made prior to the effective date of | |
cancellation. | |
All notice of cancellation shall state the reason(s) for cancellation. | |
There is no liability on the part of, and no cause of action of any nature shall arise against, the | |
COMPANY, its authorized representatives, its employees, or any firm, person or corporation furnishing | |
to the COMPANY, information relating to the reasons for cancellation or nonrenewal, for any statement | |
made by them in complying or enabling the COMPANY to comply with this Section, for the provision of | |
information pertaining thereto, or for statements made or evidence submitted at any hearings conducted | |
in connection therewith, if such information was provided in good faith and without malice. | |
Notice Of Nonrenewal | |
If the COMPANY elects not to renew this Bond, the COMPANY shall mail or deliver written notice, by | |
certified mail, return receipt, provided by the United States Postal Service, to the ASSURED, at his last | |
known address, at least sixty (60) days before the expiration date or before the anniversary date, if this | |
Bond has been written for a term of more than one (1) year. Such notice shall also be mailed to the | |
ASSURED'S agent or broker, if any. | |
Such notice shall contain all of the following: | |
a. | Bond Number: |
b. | Date of Notice; |
c. | Reason for Cancellation; |
d. | Expiration Date of the Bond; |
e. | Effective Date and Hour of Cancellation. |
Notice of nonrenewal shall not be required if the COMPANY or a COMPANY within the same insurance | |
group has offered to issue a renewal Bond, the ASSURED has obtained replacement coverage or has | |
agreed in writing to obtain replacement coverage, the ASSURED has requested or agreed to | |
nonrenewal, or the Bond is expressly designated as nonrenewable. |
ICAP Bond | |
Form 17-02-1360 (Rev. 10-99) | Page 2 |
Return Premium Calculations | ||
Any unearned premiums which have been paid by the ASSURED shall be refunded to the ASSURED | ||
on a pro rata basis if terminated by the COMPANY or the ASSURED. The unearned premiums shall be | ||
refunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or the | ||
effective date of cancellation, whichever is later. | ||
Conditional Renewal | ||
If the COMPANY offers or purports to renew the Bond, but on less favorable terms or at higher rates, | ||
the new terms or higher premiums may take effect on the renewal date, if the COMPANY mails or | ||
delivers by certified mail, return receipt provided by the United States Postal Service, to the ASSURED, | ||
notice of the new terms or premiums at least sixty (60) days prior to the renewal date. If the COMPANY | ||
notifies the ASSURED within sixty (60) days prior to the renewal date, the new terms or premiums do | ||
not take effect until sixty (60) days after the notice is mailed or delivered, in which case, the ASSURED | ||
may elect to cancel the renewal Bond within the sixty (60) day period. If the COMPANY does not notify | ||
the ASSURED of the new terms or premiums, the COMPANY shall continue the Bond at the expiring | ||
terms and premiums until notice is given or until the effective date of replacement coverage is obtained | ||
by the ASSURED, whichever occurs first.â? | ||
2 | . | It is further understood and agreed that for the purposes of Section 13., Termination, any occurrence |
listed in this Section shall be considered to be a request by the ASSURED to immediately terminate this | ||
Bond. | ||
This Endorsement applies to loss discovered after 12:01 a.m. on June 26, 2009. | ||
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED. |
ICAP Bond | |
Form 17-02-1360 (Rev. 10-99) | Page 3 |
POLICYHOLDER
|
DISCLOSURE NOTICE OF
|
TERRORISM INSURANCE COVERAGE
|
(for policies
with no terrorism exclusion or sublimit)
|
You are hereby notified that, under the Terrorism Risk Insurance Act (the Act), effective |
December 26, 2007, this policy makes available to you insurance for losses arising out of |
certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the |
Treasury, in concurrence with the Secretary of State and the Attorney General of the |
United States, to be an act of terrorism; to be a violent act or an act that is dangerous to |
human life, property or infrastructure; to have resulted in damage within the United |
States, or outside the United States in the case of an air carrier or vessel or the premises |
of a United States Mission; and to have been committed by an individual or individuals as |
part of an effort to coerce the civilian population of the United States or to influence the |
policy or affect the conduct of the United States Government by coercion. |
You should know that the insurance provided by your policy for losses caused by acts of |
terrorism is partially reimbursed by the United States under the formula set forth in the |
Act. Under this formula, the United States pays 85% of covered terrorism losses that |
exceed the statutorily established deductible to be paid by the insurance company |
providing the coverage. |
However, if aggregate insured losses attributable to terrorist acts certified under the Act |
exceed $100 billion in a Program Year (January 1 through December 31), the Treasury |
shall not make any payment for any portion of the amount of such losses that exceeds |
$100 billion. |
If aggregate insured losses attributable to terrorist acts certified under the Act exceed |
$100 billion in a Program Year (January 1 through December 31) and we have met our |
insurer deductible under the Act, we shall not be liable for the payment of any portion of |
the amount of such losses that exceeds $100 billion, and in such case insured losses up |
to that amount are subject to pro rata allocation in accordance with procedures |
established by the Secretary of the Treasury. |
The portion of your policy’s annual premium that is attributable to insurance for such acts |
of terrorism is: $ -0-. |
If you have any questions about this notice, please contact your agent or broker. |
IMPORTANT NOTICE TO POLICYHOLDERS |
All of the members of the Chubb Group of Insurance companies doing business in the United |
States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents |
(“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on |
US insurance transactions is available under the Producer Compensation link located at the bottom of the |
page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from |
your producer. |
Thank you for choosing Chubb. |
Important Notice: |
The SEC Requires Proof of Your Fidelity Insurance Policy |
Your company is now required to file an electronic copy of your fidelity insurance coverage |
(Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to |
rules adopted by the SEC on June 12, 2006. |
Chubb is in the process of providing your agent/broker with an electronic copy of your insurance |
policy as well as instructions on how to submit this proof of fidelity insurance coverage to the |
SEC. You can expect to receive this information from your agent/broker shortly. |
The electronic copy of your policy is provided by Chubb solely as a convenience and does not |
affect the terms and conditions of coverage as set forth in the paper policy you receive by mail. |
The terms and conditions of the policy mailed to you, which are the same as those set forth in |
the electronic copy, constitute the entire agreement between your company and Chubb. |
If you have any questions, please contact your agent or broker. |