December 10, 2010
Office of Registration and Reports
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
RE: Gladstone Capital Corporation Fidelity Bond
Ladies and Gentlemen:
On behalf of Gladstone Capital Corporation (the “Company”), I enclose the following documents
for filing pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the “1940
Act”):
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1. |
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A copy of the Company’s Crime Blanket Bond Coverage Policy No. 412PB1416, in the
amount of $3,000,000, effective as of November 25, 2010, covering the Company, and its
subsidiaries (the “Bond”). The Bond was received by the Company on December 6, 2010. |
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2. |
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A copy of the resolutions adopted by written consent of the Board of Directors dated
November 25, 2010, in which a majority of the Directors who are “not interested” ratified
and approved the amendment to the Bond. |
The period for which premiums have been paid on behalf of the Company is November 25, 2010 to
November 25, 2011. The Company’s premium is $7,526.
Thank you for your assistance. Should you have any questions, please feel free to call me at
703-287-5872.
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Sincerely,
GLADSTONE CAPITAL CORPORATION
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/s/ John A. Dellafiora, Jr.
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John A. Dellafiora, Jr.
Chief Compliance Officer |
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IMPORTANT NOTICE — INDEPENDENT AGENT AND BROKER COMPENSATION
NO COVERAGE IS PROVIDED BY THIS NOTICE. THIS NOTICE DOES NOT AMEND ANY PROVISION OF YOUR POLICY.
YOU SHOULD REVIEW YOUR ENTIRE POLICY CAREFULLY FOR COMPLETE INFORMATION ON THE COVERAGES PROVIDED
AND TO DETERMINE YOUR RIGHTS AND DUTIES UNDER YOUR POLICY. PLEASE CONTACT YOUR AGENT OR BROKER IF
YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE OR ITS CONTENTS. IF THERE IS ANY CONFLICT BETWEEN YOUR
POLICY AND THIS NOTICE, THE PROVISIONS OF YOUR POLICY PREVAIL.
For information about how Travelers compensates independent agents and brokers, please visit
www.travelers.com, call our toll-free telephone number, 1-866-904-8348, or you may request a
written copy from Marketing at One Tower Square, 2GSA, Hartford, CT 06183.
HOW TO REPORT LOSSES, CLAIMS, OR POTENTIAL CLAIMS TO TRAVELERS
Reporting new losses, claims, or potential claims promptly can be critical. It helps to resolve
covered losses or claims as quickly as possible and often reduces the overall cost. Prompt
reporting:
’ better protects the interests of all parties;
’ helps Travelers to try to resolve losses or claims more quickly; and
’ often reduces the overall cost of a loss or claim — losses or claims reported more than five days
after they happen cost on average 35% more than those reported earlier.
Report losses, claims, or potential claims to Travelers easily and quickly by fax, U S mail, or
email.
FAX
Use this number to report a loss, claim, or potential claim by fax toll free.
1-888-460-6622
US MAIL
Use this address to report a loss, claim, or potential claim by U S Mail.
Bond-FPS Claims Department Travelers Mail Code NB08F 385 Washington Street Saint Paul, Minnesota
55102
EMAIL
Use this address to report a loss, claim, or potential claim by email.
Pro.E&O.Claim.Reporting@SPT.com
This is a general description of how to report a loss, claim, or potential claim under this policy
or bond. This description does not replace or add to the terms of this policy or bond. The policy
or bond alone determines the scope of coverage. Please read it carefully for complete information
on coverage. Contact your agent or broker if you have any questions about coverage.
POLICY FORM LIST —˜™š›œ
Here’s a list of all forms included in your policy, on the date shown below. These forms are listed
in the same order as they appear in your policy.
TABLE OF CONTENTS
Title
Policy Form List Investment Company Blanket Bond — Declarations Investment Company Blanket Bond -
Insuring Agreements
Named Insured Endorsement Computer Systems Unauthorized Signatures Telefacsimile Transactions
Voice-Initiated Transactions Definition of Investment Company Add Exclusions (n) & (o) ERISA Rider
Virginia Statutory Rider Non-Accumulation Endorsement
Form Number
40705 ICB001 ICB005 ICB010 ICB011 ICB012 ICB013 ICB014 ICB016 ICB026 ICB030 ICB065
Edition Date
05-84 07-04 07-04 07-04 02-10 07-04 07-04 07-04 07-04 07-04 07-04 04-05
MEL3983 02-06
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
Name of
Insured Policy Number 412PB1416 Effective Date 11/25/10 GLADSTONE CAPITAL CORPORATION Processing
Date 12/02/10 15:02 001
40705 Ed.5-84 Printed in U.S.A. Form List aSt.Paul Fire and Marine Insurance Co.1995 Page
Page 2 aSt.Paul Fire and Marine Insurance Co.1995
INVESTMENT COMPANY BLANKET BOND
St. Paul Fire and Marine Insurance Company
St. Paul, Minnesota 55102-1396 (A Stock Insurance Company, herein called Underwriter)
DECLARATIONS BOND NO. 412PB1416
Item 1. Name of Insured (herein called Insured):
GLADSTONE CAPITAL CORPORATION
Principal Address:
1521 WESTBRANCH DRIVE SUITE 200 MCLEAN, VA 22102
Item 2. Bond Period from 12:01 a.m. on 11/25/10 to 12:01 a.m. on 11/25/11 the effective date of the
termination or cancellation of the bond, standard time at the Principal Address as to each of said
dates.
Item 3. Limit of Liability
Subject to Sections 9, 10, and 12 hereof:
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Limit of Liability |
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Deductible Amount |
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Insuring Agreement A — FIDELITY |
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$ |
3,000,000 |
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$ |
100,000 |
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Insuring Agreement B — AUDIT
EXPENSE |
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$ |
25,000 |
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$ |
0 |
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Insuring Agreement C — PREMISES |
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$ |
3,000,000 |
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$ |
100,000 |
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Limit of Liability |
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Deductible Amount |
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Insuring Agreement D — TRANSIT |
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$ |
3,000,000 |
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$ |
100,000 |
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Insuring Agreement E — FORGERY
OR ALTERATION |
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$ |
3,000,000 |
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$ |
100,000 |
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Insuring Agreement F — SECURITIES |
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$ |
3,000,000 |
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$ |
100,000 |
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Insuring Agreement G —
COUNTERFEIT CURRENCY |
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$ |
3,000,000 |
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$ |
100,000 |
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Insuring Agreement H — STOP
PAYMENT |
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$ |
100,000 |
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$ |
5,000 |
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Insuring Agreement I —
UNCOLLECTIBLE ITEMS OF
DEPOSIT |
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$ |
100,000 |
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$ |
5,000 |
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OPTIONAL COVERAGES ADDED BY RIDER: |
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Insuring Agreement J — Computer Systems |
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$ |
3,000,000 |
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$ |
100,000 |
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Insuring Agreement K — Voice Initiated
Transactions |
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$ |
1,000,000 |
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$ |
100,000 |
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Insuring Agreement L — Telefacsimile |
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$ |
3,000,000 |
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$ |
100,000 |
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Insuring Agreement M — Unauthorized
Signature |
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$ |
3,000,000 |
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$ |
100,000 |
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If “Not Covered” is inserted above opposite any specified Insuring Agreement or Coverage, such
Insuring Agreement or Coverage and any other reference thereto in this bond shall be deemed to be
deleted therefrom.
Item 4. Offices or Premises Covered — Offices acquired or established subsequent to theeffective
date of this bond are covered according to the terms of GeneralAgreement A. All the Insured’s
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: None
ICB001 Rev. 7/04 a 2004 The Travelers Companies, Inc. Page 1 of 2
Item 5. The liability of the Underwriter is subject to the terms of the following
endorsements or riders attached hereto: Endorsements or Riders No. 1 through
ICB010 ED. 07-04; ICB011 ED. 07-04; ICB012 ED. 07-04; ICB013 ED. 07-04; ICB014 ED. 07-04; ICB016
ED. 07-04; ICB026 ED. 07-04; ICB030 ED. 07-04; ICB065 ED. 04-05; MEL3983 ED. 02-06;
Item 6. The Insured by the acceptance of this bond gives notice to the Underwriterterminating or
canceling prior bonds or policy(ies) No.(s) 412PB1279 such termination or cancellation to be
effective as of the time this bond becomes effective.
IN WITNESS WHEREOF, the Company has caused this bond to be signed by its President and Secretary
and countersigned by a duly authorized representative of the Company.
Countersigned: ST. PAUL FIRE AND MARINE INSURANCE COMPANY
/s/Bruce Backberg, Secretary
/s/Brian MacLean, President
Authorized Representative Countersigned At
Countersignature Date
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
(A) FIDELITY
Loss resulting from any dishonest or fraudulent act(s), including Larceny or Embezzlement,
committed by an Employee, committed anywhere and whether committed alone or in collusion with
others, including loss of Property resulting from such acts of an Employee, which Property is held
by the Insured for any purpose or in any capacity and whether so held gratuitously or not and
whether or not the Insured is liable therefor.
Dishonest or fraudulent act(s) as used in this Insuring Agreement shall mean only dishonest or
fraudulent act(s) committed by such Employee with the manifest intent:
| (a) |
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to cause the Insured to sustain such loss; and |
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| (b) |
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to obtain financial benefit for the Employee, or for any other Person or organization intended
by the Employee to receive such benefit, other than salaries, commissions, fees, bonuses,
promotions, awards, profit sharing, pensions or other employee benefits earned in the normal course
of employment. |
(B) AUDIT EXPENSE
Expense incurred by the Insured for that part of the costs of audits or examinations required by
any governmental regulatory authority to be conducted either by such authority or by an independent
accountant by reason of the discovery of loss sustained by the Insured through any dishonest or
fraudulent act(s), including Larceny or Embezzlement, of any of the Employees. The total liability
of the Underwriter for such expense by reason of such acts of any Employee or in which such
Employee is concerned or implicated or with respect to any one audit or examination is limited to
the amount stated opposite Audit Expense in Item 3 of the Declarations; it being understood,
however, that such expense shall be deemed to be a loss sustained by the Insured through any
dishonest or fraudulent act(s), including Larceny or Embezzlement, of one or more of the Employees,
and the liability under this paragraph shall be in addition to the Limit of Liability stated in
Insuring Agreement (A) in Item 3 of the Declarations.
(C) ON PREMISES
Loss of Property (occurring with or without negligence or violence) through robbery, burglary,
Larceny, theft, holdup, or other fraudulent means, misplacement, mysterious unexplainable
disappearance, damage thereto or destruction thereof, abstraction or removal from the possession,
custody or control of the Insured, and loss of subscription, conversion, redemption or deposit
privileges through the misplacement or loss of Property, while the Property is (or is supposed or
believed by the Insured to be) lodged or deposited within any offices or premises located anywhere,
except in an office listed in Item 4 of the Declarations or amendment thereof or in the mail or
with a carrier for hire, other than an armored motor vehicle company, for the purpose of
transportation.
Office and Equipment
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loss of or damage to furnishings, fixtures, stationery, supplies or equipment, within any of
the Insured’s offices covered under this bond caused by Larceny or theft in, or by burglary,
robbery or hold-up of, such office, or attempt thereat, or by vandalism or malicious mischief; or |
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| (2) |
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loss through damage to any such office by Larceny or theft in, or by burglary, robbery or
hold-up of, such office, or attempt thereat, or to the interior of any such office by vandalism or
malicious mischief provided, in any event, that the Insured is the owner of such offices,
furnishings, fixtures, stationery, supplies or equipment or is legally liable for such loss or
damage always excepting, however, all loss or damage through fire. |
(D) IN TRANSIT
Loss of Property (occurring with or without negligence or violence) through robbery, Larceny,
theft, hold-up, misplacement, mysterious unexplainable disappearance, being lost or otherwise made
away with, damage thereto or destruction thereof, and loss of subscription, conversion, redemption
or deposit privileges through the misplacement or loss of Property, while the Property is in
transit anywhere in the custody of any person or persons acting as messenger, except while in the
mail or with a carrier for hire, other than an armored motor vehicle company, for the purpose of
transportation, such transit to begin immediately upon receipt of such Property by the transporting
person or persons,
and to end immediately upon delivery thereof at destination.
(E) FORGERY
OR ALTERATION
Loss through Forgery or alteration of or on:
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any bills of exchange, checks, drafts, acceptances, certificates of deposit, promissory notes,
or other written promises, orders or directions to pay sums certain in money, due bills, money
orders, warrants, orders upon public treasuries, letters of credit; or |
| (2) |
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other written instructions, advices or applications directed to the Insured,
authorizing or acknowledging the transfer, payment, delivery or receipt of funds or
Property, which instructions, advices or applications purport to have been signed or
endorsed by any: |
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(a) |
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customer of the Insured, or |
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(b) |
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shareholder or subscriber to shares, whether certificated or uncertificated, of any
Investment Company, or |
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(c) |
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financial or banking institution or stockbroker, |
but which instructions, advices or applications either bear the forged signature or endorsement or
have been altered without the knowledge and consent of such customer, shareholder or subscriber to
shares, or financial or banking institution or stockbroker; or
(3) withdrawal orders or receipts for the withdrawal of funds or Property, or receipts or
certificates of deposit for Property and bearing the name of the Insured as issuer, or of another
Investment Company for which the Insured acts as agent,
excluding, however, any loss covered under Insuring Agreement (F) hereof whether or not coverage
for Insuring Agreement (F) is provided for in the Declarations of this bond.
Any check or draft (a) made payable to a fictitious payee and endorsed in the name of such
fictitious payee or (b) procured in a transaction with the maker or drawer thereof or with one
acting as an agent of such maker or drawer or anyone impersonating another and made or drawn
payable to the one so impersonated and endorsed by anyone other than the one impersonated, shall be
deemed to be forged as to such endorsement.
Mechanically reproduced facsimile signatures are treated the same as handwritten signatures.
(F) SECURITIES
Loss sustained by the Insured, including loss sustained by reason of a violation of the
constitution by-laws, rules or regulations of any Self Regulatory Organization of which the Insured
is a member or which would have been imposed upon the Insured by the constitution, by-laws, rules
or regulations of any Self Regulatory Organization if the Insured had been a member thereof,
| (1) |
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through the Insured’s having, in good faith and in the course of business, whether for its own
account or for the account of others, in any representative, fiduciary, agency or any other
capacity, either gratuitously or otherwise, purchased or otherwise acquired, accepted or received,
or sold or delivered, or given any value, extended any credit or assumed any liability, on the
faith of, or otherwise acted upon, any securities, documents or other written instruments which
prove to have been: |
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(a) |
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counterfeited, or |
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(b) |
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forged as to the signature of any maker, drawer, issuer, endorser, assignor, lessee,
transfer agent or registrar, acceptor, surety or guarantor or as to the signature of any
person signing in any other capacity, or |
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(c) |
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raised or otherwise altered, or lost, or stolen, or |
| (2) |
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through the Insured’s having, in good faith and in the course of business, guaranteed in
writing or witnessed any signatures whether for valuable consideration or not and whether or
not such guaranteeing or witnessing is ultra vires the Insured, upon any transfers, |
assignments, bills of sale, powers of attorney, guarantees, endorsements or other obligations upon
or in connection with any securities, documents or other written instruments and which pass or
purport to pass title to such securities, documents or other written instruments; excluding losses
caused by Forgery or alteration of, on or in those instruments covered under Insuring Agreement (E)
hereof.
Securities, documents or other written instruments shall be deemed to mean original (including
original counterparts) negotiable or non-negotiable agreements which in and of themselves represent
an equitable interest, ownership, or debt, including an assignment thereof, which instruments are,
in the ordinary course of business, transferable by delivery of such agreements with any necessary
endorsement or assignment.
The word “counterfeited” as used in this Insuring Agreement shall be deemed to mean any security,
document or other written instrument which is intended to deceive and to be taken for an original.
Mechanically reproduced facsimile signatures are treated the same as handwritten signatures.
(G) COUNTERFEIT CURRENCY
Loss through the receipt by the Insured, in good faith, of any counterfeited money orders or
altered paper currencies or coin of the United States of America or Canada issued or purporting to
have been issued by the United States of America or Canada or issued pursuant to a United States of
America or Canada statute for use as currency.
(H) STOP PAYMENT
Loss against any and all sums which the Insured shall become obligated to pay by reason of the
liability imposed upon the Insured by law for damages:
For having either complied with or failed to comply with any written notice of any customer,
shareholder or subscriber of the Insured or any Authorized Representative of such customer,
shareholder or subscriber to stop payment of any check or draft made or drawn by such customer,
shareholder or subscriber or any Authorized Representative of such customer, shareholder or
subscriber, or
For having refused to pay any check or draft made or drawn by any customer, shareholder or
subscriber of the Insured or any Authorized Representative of such customer, shareholder or
subscriber.
(I) UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from payments of dividends or fund shares, or withdrawals permitted from any
customer’s, shareholder’s, or subscriber’s account based upon Uncollectible Items of Deposit of a
customer, shareholder or subscriber credited by the Insured or the Insured’s agent to such
customer’s, shareholder’s or subscriber’s Mutual Fund Account; or loss resulting from an Item of
Deposit processed through an Automated Clearing House which is reversed by the customer,
shareholder or subscriber and deemed uncollectible by the Insured.
Loss includes dividends and interest accrued not to exceed 15% of the Uncollectible Items which are
deposited.
This Insuring Agreement applies to all Mutual Funds with “exchange privileges” if all Fund(s) in
the exchange program are insured by the Underwriter for Uncollectible Items of Deposit. Regardless
of the number of transactions between Fund(s), the minimum number of days of deposit within the
Fund(s) before withdrawal as declared in the Fund(s) prospectus shall begin from the date a deposit
was first credited to any Insured Fund(s).
GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES CONSOLIDATION OR MERGER — NOTICE
(1) If the Insured shall, while this bond is in force, establish any additional office or offices,
such offices shall be automatically covered hereunder from the dates of their establishment,
respectively. No notice to the Underwriter of an increase during any premium period in the number
of offices or in the number of Employees at any of the offices covered hereunder need be given and no additional
premium need be paid for the remainder of such premium period.
(2) If an Investment Company, named as Insured herein, shall, while this bond is in force, merge or
consolidate with, or purchase the assets of another institution, coverage for such acquisition
shall apply automatically from the date of acquisition. The Insured shall notify the Underwriter of
such acquisition within 60 days of said date, and an additional premium shall be computed only if
such acquisition involves additional offices or employees.
B. WARRANTY
No statement made by or on behalf of the Insured, whether contained in the application or
otherwise, shall be deemed to be a warranty of anything except that it is true to the best of the
knowledge and belief of the person making the statement.
C. COURT COSTS AND ATTORNEYS’ FEES
(Applicable to all Insuring Agreements or Coverages now or hereafter forming part of this bond)
The Underwriter will indemnify the Insured against court costs and reasonable attorneys’ fees
incurred and paid by the Insured in defense, whether or not successful, whether or not fully
litigated on the merits and whether or not settled, of any suit or legal proceeding brought against
the Insured to enforce the Insured’s liability or alleged liability on account of any loss, claim
or damage which, if established against the Insured, would constitute a loss sustained by the
Insured covered under the terms of this bond provided, however, that with respect to Insuring
Agreement (A) this indemnity shall apply only in the event that:
| (1) |
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an Employee admits to being guilty of any dishonest or fraudulent act(s), including Larceny or
Embezzlement; or |
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| (2) |
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an Employee is adjudicated to be guilty of any dishonest or fraudulent act(s), including
Larceny or Embezzlement; |
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| (3) |
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in the absence of (1) or (2) above an arbitration
panel agrees, after a review of an agreed statement of facts, that an Employee would be found guilty of dishonesty if such Employee
were prosecuted.
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The Insured shall promptly give notice to the Underwriter of any such suit or legal proceedings and
at the request of the Underwriter shall furnish it with copies of all pleadings and other papers
therein. At the Underwriter’s election the Insured shall permit the Underwriter to conduct the
defense of such suit or legal proceeding, in the Insured’s name, through attorneys of the
Underwriter’s selection. In such event, the Insured shall give all reasonable information and
assistance which the Underwriter shall deem necessary to the proper defense of such suit or legal
proceeding.
If the amount of the Insured’s liability or alleged liability is greater than the amount
recoverable under this bond, or if a Deductible Amount is applicable, or both, the liability of the
Underwriter under this General Agreement is limited to the proportion of court costs and attorneys’
fees incurred and paid by the Insured or by the Underwriter that the amount recoverable under this
bond bears to the total of such amount plus the amount which is not so recoverable. Such indemnity
shall be in addition to the Limit of Liability for the applicable Insuring Agreement or Coverage.
D. FORMER EMPLOYEE
Acts of an Employee, as defined in this bond, are covered under Insuring Agreement (A) only while
the Employee is in the Insured’s employ. Should loss involving a former Employee of the Insured be
discovered subsequent to the termination of employment, coverage would still apply under Insuring
Agreement (A) if the direct proximate cause of the loss occurred while the former Employee
performed duties within the scope of his/her employment.
THE FOREGOING INSURING AGREEMENTS AND GENERAL AGREEMENTS ARE SUBJECT TO THE
FOLLOWING CONDITIONS AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms, as used in this bond have the respective meanings stated in this Section:
| (a) |
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“Employee” means: |
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| (1) |
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any of the Insured’s officers, partners, or employees, and any of the officers or employees of |
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| (2) |
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any predecessor of the Insured whose principal assets are acquired by the Insured by consolidation or merger with, or purchase of assets or capital stock of, such predecessor, and |
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| (3) |
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attorneys retained by the Insured to perform legal services for the Insured and the employees
of such attorneys while such attorneys or employees of such attorneys are performing such
services for the Insured, and |
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| (4) |
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guest students pursuing their studies or duties in any of the Insured’s offices, and |
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| (5) |
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directors or trustees of the Insured, the investment advisor, underwriter (distributor),
transfer agent, or shareholder accounting record keeper, or administrator authorized by
written agreement to keep financial and/or other required records, but only while performing
acts coming within the scope of the usual duties of an officer or employee or while acting as
a member of any committee duly elected or appointed to examine or audit or have custody of or
access to the Property of the Insured, and |
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| (6) |
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any individual or individuals assigned to perform the usual duties of an employee within the
premises of the Insured, by contract, or by any agency furnishing temporary personnel on a
contingent or part-time basis, and |
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| (7) |
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each natural person, partnership or corporation authorized by written agreement with the
Insured to perform services as electronic data processor of checks or other accounting records
of the Insured, but excluding any such processor who acts as transfer agent or in any other
agency capacity in issuing checks, drafts or securities for the Insured, unless included under
sub-section (9) hereof, and |
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| (8) |
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those persons so designated in Section 15, Central Handling of Securities, and |
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| (9) |
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any officer, partner, or Employee of: |
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(a) |
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an investment advisor, |
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(b) |
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an underwriter (distributor), |
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(c) |
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a transfer agent or shareholder accounting record-keeper, or |
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(d) |
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an administrator authorized by written agreement to keep financial and/or other
required records, |
for an Investment Company named as Insured while performing acts coming within the scope of the
usual duties of an officer or Employee of any investment Company named as Insured herein, or while
acting as a member of any committee duly elected or appointed to examine or audit or have custody
of or access to the Property of any such Investment Company, provided that only Employees or
partners of a transfer agent, shareholder accounting record-keeper or administrator which is an
affiliated person, as defined in the Investment Company Act of 1940, of an Investment Company named
as Insured or is an affiliated person of the
advisor, underwriter or administrator of such
Investment Company, and which is not a bank, shall be included within the definition of Employee.
Each employer of temporary personnel or processors as set forth in sub-sections (6) and (7) of
Section 1(a) and their partners, officers and employees shall collectively be deemed to be one
person for all the purposes of this bond, excepting, however, the last paragraph of Section
| 13. |
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Brokers, or other agents under contract or representatives of the same general character shall
not be considered Employees. |
| (b) |
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“Property” means money (i.e. currency, coin, bank notes, Federal Reserve notes), postage and
revenue stamps, U.S. Savings Stamps, bullion, precious metals of all kinds and in any form and
articles made therefrom, jewelry, watches, necklaces, bracelets, gems, precious and
semi-precious stones, bonds, securities, evidences of debts, debentures, scrip, certificates,
interim receipts, warrants, rights, puts, calls, straddles, spreads, transfers, coupons,
drafts, bills of exchange, acceptances, notes, checks, withdrawal orders, money orders,
warehouse receipts, bills of lading, conditional sales contracts, abstracts of title,
insurance policies, deeds, mortgages under real estate and/or chattels and upon interests
therein, and assignments of such policies, mortgages and instruments, and other valuable
papers, including books of account and other records used by the Insured in the conduct of its
business, and all other instruments similar to or in the nature of the foregoing including
Electronic Representations of such instruments enumerated above (but excluding all data
processing records) in which the Insured has an interest or in which the Insured acquired or
should have acquired an interest by reason of a predecessor’s declared financial
condition at the time of the Insured’s consolidation or merger with, or purchase of the
principal assets of, such predecessor or which are held by the Insured for any purpose or
in any capacity and whether so held gratuitously or not and whether or not the Insured is
liable therefor. |
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| (c) |
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“Forgery” means the signing of the name of
another with intent to deceive; it does not include the signing of one’s own name with or without authority, in any capacity, for any purpose.
|
| (d) |
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“Larceny and Embezzlement” as it applies to any named Insured means those acts as set forth in
Section 37 of the Investment Company Act of 1940. |
| |
| (e) |
|
“Items of Deposit” means any one or more checks and drafts. Items of Deposit shall not be
deemed uncollectible until the Insured’s collection procedures have failed. |
SECTION 2. EXCLUSIONS
THIS BOND, DOES NOT COVER:
| (a) |
|
loss effected directly or indirectly by means of forgery or alteration of, on or in any
instrument, except when covered by Insuring Agreement (A), (E), (F) or (G). |
| |
| (b) |
|
loss due to riot or civil commotion outside the United States of America and Canada; or loss
due to military, naval or usurped power, war or insurrection unless such loss occurs in
transit in the circumstances recited in Insuring Agreement (D), and unless, when such transit
was initiated, there was no knowledge of such riot, civil commotion, military, naval or
usurped power, war or insurrection on the part of any person acting for the Insured in
initiating such transit. |
| |
| (c) |
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loss, in time of peace or war, directly or indirectly caused by or resulting from the effects
of nuclear fission or fusion or radioactivity; provided, however, that this paragraph shall
not apply to loss resulting from industrial uses of nuclear energy. |
| |
| (d) |
|
loss resulting from any wrongful act or acts of any person who is a member of the Board of
Directors of
|
| |
|
the Insured or a member of any equivalent body by whatsoever name known unless
such person is also an Employee or an elected official, partial owner or partner of the
Insured in some other capacity, nor, in any event, loss resulting from the act or acts of any
person while acting in the capacity of a member of such Board or equivalent body. |
| (e) |
|
loss resulting from the complete or partial non-payment of, or default upon, any loan or
transaction in the nature of, or amounting to, a loan made by or obtained from the Insured or
any of its partners, directors or Employees, whether authorized or unauthorized and whether
procured in good faith or through trick, artifice fraud or false pretenses, unless such loss is covered under
Insuring Agreement (A), (E) or (F). |
| (f) |
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loss resulting from any violation by the Insured or by any Employee: |
| |
| (1) |
|
of law regulating (a) the issuance, purchase or sale of securities, (b) securities
transactions upon Security Exchanges or over the counter market, (c) Investment Companies, or
(d) Investment Advisors, or |
| |
| (2) |
|
of any rule or regulation made pursuant to any such law. |
unless such loss, in the absence of such laws, rules or regulations, would be covered under
Insuring Agreements (A) or (E).
| (g) |
|
loss of Property or loss of privileges through the misplacement or loss of Property as set
forth in Insuring Agreement (C) or (D) while the Property is in the custody of any armored
motor vehicle company, unless such loss shall be in excess of the amount recovered or received
by the Insured under (a) the Insured’s contract with said armored motor vehicle company, (b)
insurance carried by said armored motor vehicle company for the benefit of users of its
service, and (c) all other insurance and indemnity in force in whatsoever form carried by or
for the benefit of users of said armored motor vehicle company’s service, and then this bond
shall cover only such excess. |
| |
| (h) |
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potential income, including but not limited to interest and dividends, not realized by the
Insured because of a loss covered under this bond, except as included under Insuring Agreement
(I). |
| |
| (i) |
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all damages of any type for which the Insured is legally liable, except direct compensatory
damages arising from a loss covered under this bond. |
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| (j) |
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loss through the surrender of Property away from an office of the Insured as a result of a
threat: |
(l) to do bodily harm to any person, except loss of Property in transit in the custody of any
person acting as messenger provided that when such transit was initiated there was no
knowledge by the Insured of any such threat, or
(2) to do damage to the premises or Property of the Insured, except when covered under Insuring
Agreement (A).
| (k) |
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all costs, fees and other expenses incurred by the Insured in establishing the existence of
or amount of loss covered under this bond unless such indemnity is provided for under Insuring
Agreement (B). |
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| (l) |
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loss resulting from payments made or withdrawals from the account of a customer of the
Insured, shareholder or subscriber to shares involving funds erroneously credited to such
account, unless such payments are made to or withdrawn by such depositors or representative of
such person, who is within the premises of the drawee bank of the Insured or within the office
of the Insured at the time of such payment or withdrawal or unless such payment is covered
under Insuring Agreement (A). |
| (m) |
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any loss resulting from Uncollectible Items of Deposit which are drawn from a financial
institution outside the fifty states of the United States of America, District of Columbia,
and territories and possessions of the United States of America, and Canada. |
SECTION 3. ASSIGNMENT OF RIGHTS
This bond does not afford coverage in favor of any Employers of temporary personnel or of
processors as set forth in sub-sections (6) and (7) of Section 1(a) of this bond, as aforesaid, and
upon payment to the Insured by the Underwriter on account of any loss through dishonest or
fraudulent act(s) including 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 Insured’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 Insured to the Underwriter, and the Insured shall execute
all papers necessary to secure to the Underwriter the rights herein provided for.
SECTION 4. LOSS -NOTICE -PROOF LEGAL PROCEEDINGS
This bond is for the use and benefit only of the Insured named in the Declarations and the
Underwriter shall not be liable hereunder for loss sustained by anyone other than the Insured
unless the Insured, in its sole discretion and at its option, shall include such loss in the
Insured’s proof of loss. At the earliest practicable moment after discovery of any loss hereunder
the Insured shall give the Underwriter written notice thereof and shall also within six months after such discovery furnish to
the Underwriter affirmative proof of loss with full particulars. If claim is made under this bond
for loss of securities or shares, the Underwriter shall not be liable unless each of such
securities or shares is identified in such proof of loss by a certificate or bond number or, where
such securities or shares are uncertificated, by such identification means as agreed to by the
Underwriter. The Underwriter shall have thirty days after notice and proof of loss within which to
investigate the claim, but where the loss is clear and undisputed, settlement shall be made within
forty-eight hours; and this shall apply notwithstanding the loss is made up wholly or in part of
securities of which duplicates may be obtained. Legal proceedings for recovery of any loss
hereunder shall not be brought prior to the expiration of sixty days after such proof of loss is
filed with the Underwriter nor after the expiration of twenty-four months from the discovery of
such loss, except that any action or proceedings to recover hereunder on account of any judgment
against the Insured in any suit mentioned in General Agreement C or to recover attorneys’ fees paid
in any such suit, shall be begun within twenty-four months from the date upon which the judgment in
such suit shall become final. If any limitation embodied in this bond is prohibited by any law
controlling the construction hereof, such limitation shall be deemed to be amended so as to be
equal to the minimum period of limitation permitted by such law.
Discovery occurs when the Insured:
| (a) |
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becomes aware of facts, or |
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| (b) |
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receives written notice of an actual or potential claim by a third party which alleges that the
Insured is liable under circumstances, |
which would cause a reasonable person to assume that a loss covered by the bond has been or will be
incurred even though the exact amount or details of loss may not be then known.
SECTION 5. VALUATION OF PROPERTY
The value of any Property, except books of accounts or other records used by the Insured in the
conduct of its business, for the loss of which a claim shall be made hereunder, shall be determined
by the average market value of such Property on the business day next preceding the discovery of
such loss; provided, however, that the value of any Property replaced by the Insured prior to the
payment of claim therefor shall be the actual market value at the time of replacement; and further
provided that in case of a loss or misplacement 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 thereof shall be the market value of such privileges
immediately preceding the expiration thereof if said loss or misplacement 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 or by arbitration.
In case of any loss or damage to Property consisting of books of accounts or other records used by
the Insured in the conduct of its business, the Underwriter shall be liable under this bond only if
such books or records are actually reproduced and then for not more than the cost of blank books,
blank pages or other materials plus the cost of labor for the actual transcription or copying of
data which shall have been furnished by the Insured in order to reproduce such books and other
records.
SECTION 6. VALUATION OF PREMISES AND FURNISHINGS
In case of damage to any office of the Insured, or loss of or damage to the furnishings, fixtures,
stationery, supplies, equipment, safes or vaults therein, the Underwriter shall not be liable for
more than the actual cash value thereof, or for more than the actual cost of their replacement or
repair. The Underwriter may, at its election, pay such actual cash value or make such replacement
or repair. If the underwriter and the Insured
cannot agree upon such cash value or such cost of replacement or repair, such shall be determined
by arbitration.
SECTION 7. LOST SECURITIES
If the Insured shall sustain a loss of securities the total value of which is in excess of the
limit stated in Item 3 of the Declarations of this bond, the liability of the Underwriter shall be
limited to payment for, or duplication of, securities having value equal to the limit stated in
Item 3 of the Declarations of this bond.
If the Underwriter shall make payment to the Insured for any loss of securities, the Insured shall
thereupon assign to the Underwriter all of the Insured’s rights, title and interest in and to said
securities.
With respect to securities the value of which do not exceed the Deductible Amount (at the time of
the discovery of the loss) and for which the Underwriter may at its sole discretion and option and
at the request of the Insured issue a Lost Instrument Bond or Bonds to effect replacement thereof,
the Insured will pay the usual premium charged therefor and will indemnify the Underwriter against
all loss or expense that the Underwriter may sustain because of the issuance of such Lost
Instrument Bond or Bonds.
With respect to securities the value of which exceeds the Deductible Amount (at the time of
discovery of the loss) and for which the Underwriter may issue or arrange for the issuance of a
Lost Instrument Bond or Bonds to effect replacement thereof, the Insured agrees that it will pay as
premium therefor a proportion of the usual premium charged therefor, said proportion being equal to
the percentage that the Deductible Amount bears to the value of the securities upon discovery of
the loss, and that it will indemnify the issuer of said Lost Instrument Bond or Bonds against all
loss and expense that is not recoverable from the Underwriter under the terms and conditions of
this Investment Company Blanket Bond subject to the Limit of Liability hereunder.
SECTION 8. SALVAGE
In case of recovery, whether made by the Insured or by the Underwriter, on account of any loss in
excess of the Limit of Liability hereunder plus the Deductible Amount applicable to such loss, from
any source other than suretyship, insurance, reinsurance, security or indemnity taken by or for
the benefit of the Underwriter, the net amount of such recovery, less the actual costs and expenses
of making same, shall be applied to reimburse the Insured in full for the excess portion of such
loss, and the remainder, if any, shall be paid first in reimbursement of the Underwriter and
thereafter in reimbursement of the Insured for that part of such loss within the Deductible Amount.
The Insured shall execute all necessary papers to secure to the Underwriter the rights provided for
herein.
SECTION 9. NON-REDUCTION AND NONACCUMULATION OF LIABILITY AND TOTAL LIABILITY
At all times prior to termination hereof, this bond shall continue in force for the limit stated in
the applicable sections of Item 3 of the Declarations of this bond notwithstanding any previous
loss for which the Underwriter may have paid or be liable to pay hereunder; PROVIDED, however, that
regardless of the number of years this bond shall continue in force and the number or premiums
which shall be payable or paid, the liability of the Underwriter under this bond with respect to
all loss resulting from:
| (a) |
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any one act of burglary, robbery or holdup, or attempt thereat, in which no Partner or
Employee is concerned or implicated shall be deemed to be one loss, or |
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| (b) |
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any one unintentional or negligent act on the part of any
other person resulting in damage to or destruction or misplacement of
Property, shall be deemed to be one loss, or |
| (c) |
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all wrongful acts, other than those specified in (a) above, of any one person shall be deemed
to be one loss, or |
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| (d) |
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all wrongful acts, other than those specified in (a) above, of one or more persons (which
dishonest act(s) or act(s) of Larceny or Embezzlement include, but are not limited to, the
failure of an Employee to report such acts of others) whose dishonest act or acts
intentionally or unintentionally, knowingly or unknowingly, directly or indirectly, aid or
aids in any way, or permits the continuation of, the dishonest act or acts of any other person
or persons shall be deemed to be one loss with the act or acts of the persons aided, or |
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| (e) |
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any one casualty or event other than those specified in (a), (b), (c) or (d) preceding, 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. |
Sub-section (c) is not applicable to any situation to which the language of sub-section (d)
applies.
SECTION 10. LIMIT OF LIABILITY
With respect to any loss set forth in the PROVIDED clause of Section 9 of this bond which is
recoverable or recovered in whole or in part under any other bonds or policies issued by the
Underwriter to the Insured or to any predecessor in interest of the Insured and terminated or
cancelled or allowed to expire and in which the period of discovery has not expired at the time any
such loss thereunder is discovered, the total liability of the Underwriter under this bond and
under other bonds or policies shall not exceed, in the aggregate, the amount carried hereunder on
such loss or the amount available to the Insured under such other bonds or policies, as limited by
the terms and conditions thereof, for any such loss if the latter amount be the larger.
SECTION 11. OTHER INSURANCE
If the Insured shall hold, as indemnity against any loss covered hereunder, any valid and
enforceable insurance or suretyship, the Underwriter shall be liable hereunder only for such amount
of such loss which is in excess of the amount of such other insurance or suretyship, not exceeding,
however, the Limit of Liability of this bond applicable to such loss.
SECTION 12. DEDUCTIBLE The Underwriter shall not be liable under any of the Insuring Agreements of
this bond on account of loss as specified, respectively, in
sub-sections (a), (b), (c), (d) and (e) of Section 9, NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY,
unless the amount of such loss, after deducting the net amount of all reimbursement and/or recovery
obtained or made by the Insured, other than from any bond or policy of insurance issued by an
insurance
company and covering such loss, or by the Underwriter on account thereof prior to payment by the
Underwriter of such loss, shall exceed the Deductible Amount set forth in Item 3 of the
Declarations hereof (herein called Deductible Amount), and then for such excess only, but in no
event for more than the applicable Limit of Liability stated in Item 3 of the Declarations.
The Insured will bear, in addition to the Deductible Amount, premiums on Lost Instrument Bonds as
set forth in Section 7.
There shall be no deductible applicable to any loss under Insuring Agreement A sustained by any
Investment Company named as Insured herein.
SECTION 13. TERMINATION
The Underwriter may terminate this bond as an entirety by furnishing written notice specifying the
termination date, which cannot be prior to 60 days after the receipt of such written notice by each
Investment Company named as Insured and the Securities and Exchange Commission, Washington,
D.C. The Insured may terminate this bond as an entirety by furnishing written notice to the
Underwriter. When the Insured cancels, the Insured shall furnish written notice to the Securities
and Exchange Commission, Washington, D.C., prior to 60 days before the effective date of the
termination. The Underwriter shall notify all other Investment Companies named as Insured of the
receipt of such termination notice and the termination cannot be effective prior to 60 days after
receipt of written notice by all other Investment Companies. Premiums are earned until the
termination date as set forth herein.
This Bond will terminate as to any one Insured immediately upon taking over of such Insured by a
receiver or other liquidator or by State or Federal officials, or immediately upon the filing of a
petition under any State or Federal statute relative to bankruptcy or reorganization of the
Insured, or assignment for the benefit of creditors of the Insured, or immediately upon such
Insured ceasing to exist, whether through merger into another entity, or by disposition of all of
its assets.
The Underwriter shall refund the unearned premium computed at short rates in accordance with the
standard short rate cancellation tables if terminated by the Insured or pro rata if terminated for
any other reason.
This Bond shall terminate:
| (a) |
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as to any Employee as soon as any partner, officer or supervisory Employee of the Insured,
who is not in collusion with such Employee, shall learn of any dishonest or fraudulent act(s),
including Larceny or Embezzlement on the part of such Employee without prejudice to the loss
of any Property then in transit in the custody of such Employee (see Section 16(d)), or |
| (b) |
|
as to any Employee 60 days after receipt by each Insured and by the Securities and Exchange
Commission of a written notice from the Underwriter of its desire to terminate this bond as to
such Employee, or |
| (c) |
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as to any person, who is a partner, officer or employee of any Electronic Data Processor
covered under this bond, from and after the time that the Insured or any partner or officer
thereof not in collusion with such person shall have knowledge or information that such person
has committed any dishonest or fraudulent act(s), including Larceny or Embezzlement in the
service of the Insured or otherwise, whether such act be committed before or after the time
this bond is effective. |
SECTION 14. RIGHTS AFTER TERMINATION OR CANCELLATION
At any time prior to the termination or cancellation of this bond as an entirety, whether by the
Insured or the Underwriter, the Insured may give the Underwriter notice that it desires under this
bond an additional period of 12 months within which to discover loss sustained by the Insured prior
to the effective date of such termination or cancellation and shall pay an additional premium
therefor.
Upon receipt of such notice from the Insured, the Underwriter shall give its written consent
thereto; provided, however, that such additional period of time shall terminate immediately:
(a) on the effective date of any other insurance obtained by the Insured, its successor in business
or any other party, replacing in whole or in part the
insurance afforded by this bond, whether or not such other insurance provides coverage for loss
sustained prior to its effective date, or
(b) upon takeover of the Insured’s business by any State or Federal official or agency, or by any
receiver or liquidator, acting or appointed for this purpose without the necessity of the
Underwriter giving notice of such termination. In the event that such additional period of time is
terminated, as provided above, the Underwriter
shall refund any unearned premium.
The right to purchase such additional period for the discovery of loss may not be exercised by any
State or Federal official or agency, or by a receiver or liquidator, acting or appointed to take
over the Insured’s business for the operation or for the liquidation thereof or for any purpose.
SECTION 15. CENTRAL HANDLING OF SECURITIES
Securities included in the system for the central handling of securities established and maintained
by Depository Trust Company, Midwest Depository Trust Company, Pacific Securities Depository Trust
Company, and Philadelphia Depository Trust Company, hereinafter called Corporations, to the extent
of the Insured’s interest therein as effected by the making of appropriate entries on the books and
records of such Corporations shall be deemed to be Property.
The words “Employee” and ‘Employees” shall be deemed to include the officers, partners, clerks and
other employees of the New York Stock Exchange, Boston Stock Exchange, Midwest Stock Exchange,
Pacific Stock Exchange and Philadelphia Stock Exchange, hereinafter called Exchanges, and of the
above named Corporations, and of any nominee in whose name is registered any security included
within the systems for the central handling of securities established and maintained by such
Corporations, and any employee or any recognized service company, while such officers, partners,
clerks and other employees and employees of service companies perform services for such
Corporations in the operation of such systems. For the purpose of the above definition a recognized
service company shall be any company providing clerks or other personnel to the said Exchanges or
Corporations on a contract basis.
The Underwriter shall not be liable on account of any loss(es) in connection with the central
handling of securities within the systems established and maintained by such Corporations, unless
such loss(es) shall be in excess of the amount(s) recoverable or recovered under any
bond or policy of insurance indemnifying such Corporations against such loss(es), and then the
Underwriter shall be liable hereunder only for the Insured’s share of such excess loss(es), but in
no event for more than the Limit of Liability applicable hereunder.
For the purpose of determining the Insured’s share of excess loss(es) it shall be deemed that the
Insured has an interest in any certificate representing any security included within such systems
equivalent to the interest the Insured then has in all certificates representing the same security
included within such systems and that such Corporations shall use their best judgment in
apportioning the amount(s) recoverable or recovered under any bond or policy of insurance
indemnifying such Corporations against such loss(es) in connection with the central handling of
securities within such systems among all those having an interest as recorded by appropriate
entries in the books and records of such Corporations in Property involved in such loss(es) on the
basis that each such interest shall share in the amount(s) so recoverable or recovered in the ratio
that the value of each such interest bears to the total value all such interests and that the
Insured’s share of such excess loss(es) shall be the amount of the Insured’s interest in such
Property in excess of the amount(s) so apportioned to the Insured by such Corporations.
This bond does not afford coverage in favor of such Corporations or Exchanges or any nominee in
whose name is registered any security included within the systems for the central handling of
securities established and maintained by such Corporations, and upon payment to the Insured by the
Underwriter on account of any loss(es) within the systems, an assignment of such of the Insured’s
rights and causes of action as it may have against such Corporations or Exchanges shall to the
extent of such payment, be given by the Insured to the Underwriter, and the Insured shall execute
all papers necessary to secure the Underwriter the rights provided for herein.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one corporation, co-partnership or person or any combination of them be included as
the Insured herein:
| (a) |
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the total liability of the Underwriter hereunder for loss or losses sustained by any one or
more or all of them shall not exceed the limit for which the Underwriter would be liable
hereunder if all such loss were sustained by any one of them; |
| (b) |
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the one first named herein shall be deemed authorized to make, adjust and receive and enforce
payment of all claims hereunder and shall be deemed to be the agent of the others for such
purposes and for the giving or receiving of any notice required or permitted to be given by the terms hereof, provided that the
Underwriter shall furnish each named Investment Company with a copy of the bond and with any
amendment thereto, together with a copy of each formal filing of the settlement of each such claim
prior to the execution of such settlement; |
| (c) |
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the Underwriter shall not be responsible for the proper application of any payment made
hereunder to said first named Insured; |
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| (d) |
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knowledge possessed or discovery made by any partner, officer of supervisory Employee of any
Insured shall for the purposes of Section 4 and Section 13 of this bond constitute knowledge
or discovery by all the Insured; and |
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| (e) |
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if the first named Insured ceases for any reason to be covered under this bond, then the
Insured next named shall thereafter be considered as the first, named Insured for the purposes
of this bond. |
SECTION 17. NOTICE AND CHANGE OF CONTROL
Upon the Insured obtaining knowledge of a transfer of its outstanding voting securities which
results in a change in control (as set forth in Section 2(a) (9) of the Investment Company Act of
1940) of the Insured, the Insured shall within thirty (30) days of such knowledge give written
notice to the Underwriter setting forth:
| (a) |
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the names of the transferors and transferees (or the names of the beneficial owners if the
voting securities are requested in another name), and |
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| (b) |
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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 |
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| (c) |
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the total number of outstanding voting securities. |
As used in this section, control means the power to exercise a controlling influence over the
management or policies of the Insured.
Failing to give the required notice shall result in termination of coverage of this bond, effective
upon the date of stock transfer for any loss in which any transferee is concerned or implicated.
Such notice is not required to be given in the case of an Insured which is an Investment Company.
SECTION 18. CHANGE OR MODIFICATION This bond or any instrument amending or effecting same may not
be changed or modified orally. No changes in or modification thereof shall be effective unless made
by written endorsement issued to form a part hereof over the signature of the Underwriter’s
Authorized Representative. When a bond covers only one Investment Company no change or modification
which would adversely affect the rights of the Investment Company shall be effective prior to 60
days after written notification has been furnished to the Securities and Exchange Commission,
Washington, D.C., by the Insured or by the Underwriter. If more than one Investment Company is
named as the Insured herein, the Underwriter shall give written notice to each Investment Company
and to the Securities and Exchange Commission, Washington, D.C., not less than 60 days prior to the
effective date of any change or modification which would adversely affect the rights of such
Investment Company.
ENDORSEMENT OR RIDER NO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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ATTACHED TO AND
FORMING
PART OF BOND OR
POLICY NO.
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DATE
ENDORSEMENT
OR
RIDER
EXECUTED
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* EFFECTIVE DATE OF
ENDORSEMENT OR
RIDER
12:01 A.M. STANDARD TIME AS
SPECIFIED IN THE BOND OR
POLICY |
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412PB1416
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12/02/10
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11/25/10 |
GLADSTONE CAPITAL CORPORATION
Named Insured Endorsement
It is agreed that:
1. From and after the time this rider becomes effective the Insured under the attached bond are:
GLADSTONE CAPITAL CORPORATION GLADSTONE CAPITAL ADVISERS INC GLADSTONE BUSINESS LOAN, LLC GLADSTONE
FINANCIAL CORPORATION GLADSTONE SBIC GP, LLC GLADSTONE SBIC, LP NORTHERN VIRGINIA SBIC, LP NORTHERN
VIRGINIA SBIC GP, LLC
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1. |
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The first named Insured shall act for itself and for each and all of the Insured for
all the purposes of the attached bond. |
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2. |
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Knowledge possessed or discovery made by any Insured or by any partner or officer
thereof shall for all the purposes of the attached bond constitute knowledge or discovery
by all the Insured. |
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3. |
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If, prior to the termination of the attached bond in its entirety, the attached bond
is terminated as to any Insured, there shall be no liability for any loss sustained by
such Insured unless discovered before the time such termination as to such Insured becomes
effective. |
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4. |
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The liability of the Underwriter for loss or losses sustained by any or all of the
Insured shall not exceed the amount for which the Underwriter would be liable had all such
loss or losses been sustained by any one of the Insured. Payment by the Underwriter to the
first named Insured of loss sustained by any Insured shall fully release the Underwriter
on account of such loss. |
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5. |
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If the first named Insured ceases for any reason to be covered under the attached
bond, then the Insured next named shall thereafter be considered as the first named
Insured for all the purposes of the attached bond. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
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INSURED ICB010 Ed. 7-04 a
2004 The St. Paul
Travelers Companies, Inc.
All Rights Reserved
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Authorized Representative
Page
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1 of 1 |
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or
Policy have the same inception date.
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412PB1416
ATTACHED
TO AND FORMING PART
OF
BOND OR POLICY
NO.
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12/02/10 DATE
ENDORSEMENT
OR RIDER
EXECUTED
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11/25/10 * EFFECTIVE
DATE OF
ENDORSEMENT
OR RIDER 12:01 A.M.
LOCAL TIME AS
SPECIFIED IN THE
BOND
OR POLICY |
GLADSTONE CAPITAL CORPORATION
COMPUTER SYSTEMS
It is agreed that:
1. The attached bond is amended by adding an additional Insuring Agreement as follows:
INSURING AGREEMENT COMPUTER SYSTEMS
Loss resulting directly from a fraudulent
| (1) |
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entry of data into, or |
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| (2) |
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change of data elements or program within,
a Computer System listed in the SCHEDULE below, provided the fraudulent entry or change causes
Property to be transferred, paid or delivered, |
| (b) |
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an account of the Insured, or of its customer, to be added, deleted, debited or credited,
or |
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| (c) |
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an unauthorized account or a fictitious account to be debited or credited,
and provided further, the fraudulent entry or change is made or caused by an individual acting with
the manifest intent to
cause the Insured to sustain a loss, and |
| (ii) |
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obtain financial benefit for that individual or for other persons intended by that
individual to receive financial benefit. |
SCHEDULE
2. As used in this Rider, Computer System means
| (a) |
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computers with related peripheral components, including storage components, wherever
located,
systems and applications software,
terminal devices, and
related communication networks
by which data are electronically collected, transmitted, processed, stored and retrieved. |
3. In addition to the exclusions in the attached bond, the following exclusions are applicable to
the Computer Systems Insuring Agreement:
| (a) |
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loss resulting directly or indirectly from the theft of confidential information, material
or data; and |
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| (b) |
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loss resulting directly or indirectly from entries or changes made by an individual
authorized to have access to a Computer System who acts in good faith on instructions,
unless such instructions are given to that individual by a software contractor (or by a
partner, officer or employee thereof) authorized by
the Insured to design, develop, prepare, supply, service, write or implement programs for the
Insured’s
Computer System; and |
| (c) |
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loss discovered by the Insured before this Rider is executed or after coverage under this Rider
terminates. |
4. Solely with respect to the Computer Systems Insuring Agreement, the following replaces SECTION
9, NONREDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY, (a) — (e), of the CONDITIONS
AND LIMITATIONS:
| (a) |
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all fraudulent activity of any one person, or in which any one person is implicated,
whether or not that person is specifically identified, shall be deemed to be one loss, or |
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| (b) |
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a series of losses involving unidentified persons but arising from the same method of
operation shall be deemed to be one loss, and |
5. The following is added to the OPTIONAL COVERAGE ADDED BY RIDER section of Item 3. of the
DECLARATIONS:
Limit of Liability Deductible Amount Insuring Agreement Computer Systems $3,000,000 $100,000
6. The following is added to the CONDITIONS AND LIMITATIONS:
If any loss is covered under the Computer Systems Insuring Agreement and any other Insuring
Agreement or Coverage, the maximum amount payable for such loss shall not exceed the largest amount
available under any one such Insuring Agreement or Coverage.
7. The following is added to SECTION 13. TERMINATION of the CONDITIONS AND LIMITATIONS:
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Coverage under this Rider may also be terminated or canceled without canceling the bond as an
entirety |
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| (a) |
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60 days after receipt by the Insured of written notice from the Underwriter of its desire
to terminate or cancel coverage under this Rider, or |
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| (b) |
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immediately upon receipt by the Underwriter of a written request from the Insured to
terminate or cancel coverage under this Rider. |
The Underwriter shall refund to the Insured the unearned premium for the coverage under this Rider.
The refund shall be computed at short rates if this Rider be terminated or canceled or reduced by
notice from, or at the instance of, the Insured.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
ENDORSEMENT OR RIDER NO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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ATTACHED TO AND
FORMING
PART OF BOND OR
POLICY NO.
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DATE
ENDORSEMENT
OR
RIDER
EXECUTED
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* EFFECTIVE DATE OF
ENDORSEMENT OR
RIDER
12:01 A.M. STANDARD TIME AS
SPECIFIED IN THE BOND OR
POLICY |
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412PB1416
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12/02/10
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11/25/10 |
GLADSTONE CAPITAL CORPORATION
Unauthorized Signatures
It is agreed that:
1. The attached bond is amended by inserting an additional Insuring Agreement as follows:
INSURING AGREEMENT M UNAUTHORIZED SIGNATURE
| (A) |
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Loss resulting directly from the Insured having accepted, paid or cashed any check or
withdrawal order, draft, made or drawn on a customer’s account which bears the signature or
endorsement of one other than a person whose name and signature is on the application on
file with the Insured as a signatory on such account. |
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| (B) |
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It shall be a condition precedent to the Insured’s right of recovery under this Rider that
the Insured shall have on file signatures of all persons who are authorized signatories on
such account. |
2. The total liability of the Underwriter under Insuring Agreement M is limited to the sum of THREE
MILLION Dollars ($3,000,000 ), it
being understood, however, that such liability shall be part of and not in addition to the Limit of
Liability stated in Item 3 of the Declarations of the attached bond or amendment thereof.
3. With respect to coverage afforded under this Rider, the Deductible Amount shall be ONE HUNDRED
THOUSAND Dollars ($100,000 ).
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
ENDORSEMENT OR RIDER NO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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ATTACHED TO AND
FORMING
PART OF BOND OR
POLICY NO.
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DATE
ENDORSEMENT
OR
RIDER
EXECUTED
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* EFFECTIVE DATE OF
ENDORSEMENT OR
RIDER
12:01 A.M. STANDARD TIME AS
SPECIFIED IN THE BOND OR
POLICY |
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412PB1416
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12/02/10
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11/25/10 |
GLADSTONE CAPITAL CORPORATION
Telefacsimile Transactions
It is agreed that:
1. The attached Bond is amended by adding an additional Insuring Agreement as follows:
INSURING AGREEMENT L TELEFACSIMILE TRANSACTIONS
Loss caused by a Telefacsimile Transaction, where the request for such Telefacsimile Transaction is
unauthorized or fraudulent and is made with the manifest intent to deceive; provided, that
the entity which receives such request generally maintains and follows during the Bond Period all
Designated Fax Procedures with respect to Telefacsimile Transactions. The isolated failure of such
entity to maintain and follow a particular Designated Fax Procedure in a particular instance will
not preclude coverage under this Insuring Agreement, subject to the exclusions herein and in the
Bond.
2. Definitions. The following terms used in this Insuring Agreement shall have the
following meanings:
| a. |
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“Telefacsimile System” means a system of transmitting and reproducing fixed graphic
material (as, for example, printing) by means of signals transmitted over telephone lines. |
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| b. |
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“Telefacsimile Transaction” means any Fax Redemption, Fax Election, Fax Exchange, or Fax
Purchase. |
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| c. |
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“Fax Redemption” means any redemption of shares issued by an Investment Company which is
requested through a Telefacsimile System. |
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| d. |
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“Fax Election” means any election concerning dividend options available to Fund
shareholders which is requested through a Telefacsimile System. |
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| e. |
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“Fax Exchange” means any exchange of shares in a registered account of one Fund into shares
in an identically registered account of another Fund in the same complex pursuant to
exchange privileges of the two Funds, which exchange is requested through a Telefacsimile
System. |
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| f. |
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“Fax Purchase” means any purchase of shares issued by an Investment Company which is
requested through a Telefacsimile System. |
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| g. |
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“Designated Fax Procedures” means the following procedures: |
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(1) |
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Retention: All Telefacsimile Transaction requests shall be retained for at least
six (6) months. Requests shall be capable of being retrieved and produced in legible form
within a reasonable time after retrieval is requested. |
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(2) |
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Identity Test: The identity of the sender in any request for a Telefacsimile
Transaction shall be tested before executing that Telefacsimile Transaction, either by
requiring the sender to include on the face of the request a unique identification number
or to include key specific account information. Requests of Dealers must be on company
letterhead and be signed by an authorized representative. Transactions by occasional users
are to be verified by telephone confirmation. |
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(3) |
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Contents: A Telefacsimile Transaction shall not be executed unless the request for
such Telefacsimile Transaction is dated and purports to have been signed by (a) any
shareholder or subscriber to shares issued by a Fund, or (b) any financial or banking
institution or stockbroker. |
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(4) |
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Written Confirmation: A written confirmation of each Telefacsimile Transaction
shall be sent to the shareholder(s) to whose account such Telefacsimile Transaction
relates, at the record address, by the end of the Insured’s next regular processing cycle,
but no later than five (5) business days following such Telefacsimile Transaction. |
| i. |
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“Designated” means or refers to a written designation signed by a shareholder of record of
a Fund, either in such shareholder’s initial application for the purchase of Fund shares,
with or without a Signature Guarantee, or in another document with a Signature Guarantee. |
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| j. |
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“Signature Guarantee” means a written guarantee of a signature, which guarantee is made by
an Eligible Guarantor Institution as
defined in Rule 17Ad-15(a)(2) under the Securities Exchange Act of 1934. |
3. Exclusions. It is further understood and agreed that this Insuring Agreement shall not
cover:
| a. |
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Any loss covered under Insuring Agreement A, “Fidelity,” of this Bond; and |
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| b. |
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Any loss resulting from: |
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(1) |
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Any Fax Redemption, where the proceeds of such redemption were requested to be paid or made
payable to other than (a) the shareholder of record, or (b) a person Designated in the
initial application or in writing at least one (1) day prior to such redemption to receive
redemption proceeds, or (c) a bank account Designated in the initial application or in
writing at least one (1) day prior to such redemption to receive redemption proceeds;
or |
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(2) |
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Any Fax Redemption of Fund shares which had been improperly credited to a shareholder’s
account, where such shareholder (a) did not cause, directly or indirectly, such shares to
be credited to such account, and (b) directly or indirectly received any proceeds or other
benefit from such redemption; or |
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(3) |
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Any Fax Redemption from any account, where the proceeds of such redemption were requested
to be sent to any address other than the record address or another address for such account
which was designated (a) over the telephone or by telefacsimile at least fifteen (15) days
prior to such redemption, or (b) in the initial application or in writing at least one (1)
day prior to such redemption; or |
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(4) |
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The intentional failure to adhere to one or more Designated Fax Procedures; or |
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(5) |
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The failure to pay for shares attempted to be purchased. |
4. The Single Loss Limit of Liability under Insuring Agreement L is limited to the sum of THREE
MILLION Dollars ($3,000,000 ) it
being understood, however, that such liability shall be part of and not in addition to the Limit of
Liability stated in Item 3 of the Declarations of the attached Bond or amendments thereof.
5. With respect to coverage afforded under this Rider the applicable Single loss Deductible
Amount is ONE HUNDRED THOUSAND Dollars ($100,000 ).
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
ENDORSEMENT OR RIDER NO. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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ATTACHED TO AND
FORMING
PART OF BOND OR
POLICY NO.
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DATE
ENDORSEMENT
OR
RIDER
EXECUTED
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* EFFECTIVE DATE OF ENDORSEMENT OR
RIDER
12:01 A.M. STANDARD TIME AS
SPECIFIED IN THE BOND OR POLICY
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412PB1416 |
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12/02/10 |
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11/25/10 |
GLADSTONE CAPITAL CORPORATION
Voice Initiated Transactions
It is agreed that:
1. The attached bond is amended by inserting an additional Insuring Agreement as follows:
INSURING AGREEMENT K -VOICE-INITIATED TRANSACTIONS
Loss caused by a Voice-initiated Transaction, where the request for such Voice-initiated
Transaction is unauthorized or fraudulent and is made with the manifest intent to deceive;
provided, that the entity which receives such request generally maintains and follows
during the Bond Period all Designated Procedures with respect to Voice-initiated Redemptions and
the Designated Procedures described in paragraph 2f (1) and (3) of this Rider with respect to all
other Voice-initiated Transactions. The isolated failure of such entity to maintain and follow a
particular Designated Procedure in a particular instance will not preclude coverage under this
Insuring Agreement, subject to the specific exclusions herein and in the Bond.
2. Definitions. The following terms used in this Insuring Agreement shall have the
following meanings:
| a. |
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“Voice-initiated Transaction” means any Voice-initiated Redemption, Voice-initiated
Election, Voice-initiated Exchange, or Voice-initiated Purchase. |
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| b. |
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“Voice-initiated Redemption” means any redemption of shares issued by an Investment Company
which is requested by voice over the telephone. |
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| c. |
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“Voice-initiated Election” means any election concerning dividend options available to Fund
shareholders which is requested by voice over the telephone. |
| d. |
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“Voice-initiated Exchange” means any exchange of shares in a registered account of one Fund
into shares in an identically registered account of another Fund in the same complex
pursuant to exchange privileges of the two Funds, which exchange is requested by voice over
the telephone. |
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(1) |
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Recordings: All Voice-initiated Transaction requests shall be recorded, and the
recordings shall be retained for at least six (6) months. Information contained on the
recordings shall be capable of being retrieved and produced within a reasonable time after
retrieval of specific information is requested, at a success rate of no less than 85%. |
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(2) |
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Identity Test: The identity of the caller in any request for a Voice-initiated
Redemption shall be tested before executing that Voice-initiated Redemption, either by
requesting the caller to state a unique identification number or to furnish key specific
account information. |
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(3) |
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Written Confirmation: A written confirmation of each Voice-initiated Transaction
and of each change of the record address of a Fund shareholder requested by voice over the
telephone shall be mailed to the shareholder(s) to whose account such Voice-initiated
Transaction or change of address relates, at the original record address (and, in the case
of such change of address, at the changed record address) by the end of the Insured’s next
regular processing cycle, but no later than five (5) business days following such
Voice-initiated Transaction or change of address. |
| e. |
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“Voice-initiated Purchase” means any purchase of shares issued by an Investment Company which is
requested by voice over the telephone. |
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| f. |
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“Designated Procedures” means the following procedures: |
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| g. |
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“Investment Company” or “Fund” means an investment company registered under the Investment |
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
Company Act of 1940.
| h. |
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“Officially Designated” means or refers to a written designation signed by a shareholder of
record of a Fund, either in such shareholder’s initial application for the purchase of Fund
shares, with or without a Signature Guarantee, or in another document with a Signature
Guarantee. |
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| i. |
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“Signature Guarantee” means a written guarantee of a signature, which guarantee is made by
a financial or banking institution whose deposits are insured by the Federal Deposit
Insurance Corporation or by a broker which is a member of any national securities exchange
registered under the Securities Exchange Act of 1934. |
3. Exclusions. It is further understood and agreed that this Insuring Agreement shall not
cover:
| a. |
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Any loss covered under Insuring Agreement A,
“Fidelity, ” of this Bond; and |
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| b. |
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Any loss resulting from: |
| (1) |
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Any Voice-initiated Redemption, where the proceeds of such redemption were requested to be
paid or made payable to other than (a) the shareholder of record, or (b) a person
Officially Designated to receive redemption proceeds, or (c) a bank account Officially
Designated to receive redemption proceeds; or |
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| (2) |
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Any Voice-initiated Redemption of Fund shares which had been improperly credited to a
shareholder’s account, where such shareholder (a) did not cause, directly or indirectly,
such shares to be credited to such account, and (b) directly or indirectly received any
proceeds or other benefit from such redemption; or |
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(3) |
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Any Voice-initiated Redemption from any account, where the proceeds of such redemption were
requested to be sent (a) to any address other than the record address for such account, or
(b) to a record address for such account which was either (i) designated over the telephone
fewer than thirty (30) days prior to such redemption, or (ii) designated in writing less
than on (1) day prior to such redemption; or |
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(4) |
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The intentional failure to adhere to one or more Designated Procedures; or |
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(5) |
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The failure to pay for shares attempted to be purchased; or |
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(6) |
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Any Voice-initiated Transaction requested by voice over the telephone and received by an
automated system which receives and converts such request to executable instructions. |
4. The total liability of the Underwriter under Insuring Agreement K is limited to the sum of ONE
MILLION Dollars ($1,000,000 ), it being understood, however, that such liability shall be part of and not in addition to the Limit
of Liability stated in Item 3 of the Declarations of the attached bond or amendment thereof.
5. With respect to coverage afforded under this Rider the applicable Deductible Amount is ONE
HUNDRED THOUSAND Dollars ($100,000 ).
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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412PB1416
ATTACHED TO
AND
FORMING PART OF
BOND OR POLICY NO.
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12/02/10 DATE
ENDORSEMENT
OR RIDER
EXECUTED
|
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11/25/10 * EFFECTIVE
DATE OF
ENDORSEMENT
OR RIDER 12:01 A.M.
STANDARD TIME AS
SPECIFIED IN THE
BOND
OR POLICY |
GLADSTONE CAPITAL CORPORATION
Definition of Investment Company
It is agreed that:
1. Section 1, Definitions, under General Agreements is amended to include the following paragraph:
(f) Investment Company means an investment company registered under the Investment Company Act of
1940 and as listed under the names of Insureds on the Declarations.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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412PB1416
ATTACHED TO
AND
FORMING PART OF
BOND OR POLICY NO.
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12/02/10 DATE
ENDORSEMENT
OR RIDER
EXECUTED
|
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11/25/10 * EFFECTIVE
DATE OF
ENDORSEMENT
OR RIDER 12:01 A.M.
STANDARD TIME AS
SPECIFIED IN THE
BOND
OR POLICY |
GLADSTONE CAPITAL CORPORATION
Add Exclusions (n) & (o)
It is agreed that:
1. Section 2, Exclusions, under General Agreements, is amended to include the following
sub-sections:
| (n) |
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loss from the use of credit, debit, charge, access, convenience, identification, cash
management or other cards, whether such cards were issued or purport to have been issued by
the Insured or by anyone else, unless such loss is otherwise covered under Insuring
Agreement A. |
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| (o) |
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the underwriter shall not be liable under the attached bond for loss due to liability
imposed upon the Insured as a result of the unlawful disclosure of non-public material
information by the Insured or any Employee, or as a result of any Employee acting upon such
information, whether authorized or unauthorized. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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412PB1416
ATTACHED TO
AND
FORMING PART OF
BOND OR POLICY NO.
|
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12/02/10 DATE
ENDORSEMENT
OR RIDER
EXECUTED
|
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11/25/10 * EFFECTIVE
DATE OF
ENDORSEMENT
OR RIDER 12:01 A.M.
STANDARD TIME AS
SPECIFIED IN THE
BOND OR POLICY |
GLADSTONE CAPITAL CORPORATION
ERISA Rider
It is agreed that:
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1. |
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“Employee” as used in the attached bond shall include any natural person who is a
director or trustee of the Insured while such director or trustee is engaged in handling
funds or other property of any Employee Welfare or Pension Benefit Plan owned, controlled
or operated by the Insured or any natural person who is a trustee, manager, officer of
employee of any such Plan. |
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2. |
|
If the Bond, in accordance with the agreements, limitations and conditions thereof,
covers loss sustained by two or more Employee Welfare or Pension Benefit Plans or
sustained by any such Plan in addition to loss sustained by an Insured other than such
Plan, it is the obligation of the Insured or the Plan Administrator(s) of such Plans under
Regulations published by the Secretary of Labor Implementing Section 13 of the Welfare and
Pension Plans Disclosure Act of 1958 to obtain under one or more bonds issued by one or
more Insurers an amount of coverage for each such Plan at least equal to that which would
be required if such Plans were bonded separately. |
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3. |
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In compliance with the foregoing, payment by the Company in accordance with the
agreements, limitations and conditions of the bond shall be held by the Insured, or, if
more than one, by the Insured first named, for the use and benefit of any Employee Welfare
or Pension Benefit Plan sustaining loss so covered and to the extent that such payment is
in excess of the amount of coverage required by such Regulations to be carried by said
Plan sustaining such loss, such excess shall be held for the use and benefit of any other
such Plan also covered in the event that such other Plan discovers that it has sustained
loss covered thereunder. |
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4. |
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If money or other property of two or more Employee Welfare or Pension Benefit Plans
covered under the bond is commingled, recovery for loss of such money or other property
through fraudulent or dishonest acts of Employees shall be shared by such Plans on a pro
rata basis in accordance with the amount for which each such Plan is required to carry
bonding coverage in accordance with the applicable provisions of said Regulations. |
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5. |
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The Deductible Amount of this bond applicable to loss sustained by a Plan through
acts committed by an Employee of the Plan shall be waived, but only up to an amount equal
to the amount of coverage required to be carried by the Plan because of compliance with
the provisions of the Employee Retirement Income Security Act of 1974. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Bond or Policy have the same inception date.
The hard copy of the bond issued by the Underwriter will be referenced in the event of a loss.
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412PB1416
ATTACHED TO
AND
FORMING PART OF
BOND OR POLICY NO.
|
|
12/02/10 DATE
ENDORSEMENT
OR RIDER
EXECUTED
|
|
11/25/10 * EFFECTIVE
DATE OF
ENDORSEMENT
OR RIDER 12:01 A.M.
STANDARD TIME AS
SPECIFIED IN THE
BOND
OR POLICY |
GLADSTONE CAPITAL CORPORATION
Virginia Statutory Rider
It is agreed that:
| |
1. |
|
Any reference to arbitration in the bond is removed. |
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2. |
|
The “Representation” paragraph found in the application is deleted and replaced by
the following “REPRESENTATION” The Insured represents that the information furnished in
the application for this bond is complete, true and correct. Such application constitutes
part of this bond. Any misrepresentation, omission, concealment or any incorrect statement
of a material fact, in the application |
or otherwise, may be grounds for the rescission of this bond. Premium to be returned in the event
of termination of this bond shall be determined as follows: First, any unearned premium for the
unexpired term of the bond period shall be the original premium minus
the greater of the earned premium computed on the basis of either:
| (i) |
|
the percentage developed by dividing paid losses during the bond period by the annual
aggregate limit of liability, or |
| |
| (ii) |
|
the percentage developed by dividing the elapsed time of the bond period by the bond
period. Second, the dollar amount of the unearned premium so determined shall be returned
accordingly: |
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| (i) |
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if the bond is canceled at the Underwriter’s request, or it coverage is being canceled and
rewritten, the entire amount shall be returned, or |
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| (ii) |
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if the bond is canceled at the Insured’s request 90% of the amount shall be returned. |
3. The second sentence of Section 18. CHANGE OR MODIFICATION, is hereby deleted in its entirety and
replaced with:
No changes in or modification thereof shall be effective unless made by written endorsement.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the
Policy have the same inception date.
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412PB1416
ATTACHED TO
AND
FORMING PART OF
POLICY NO.
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12/02/10 DATE
ENDORSEMENT
OR RIDER
EXECUTED
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11/25/10 * EFFECTIVE
DATE OF
ENDORSEMENT
OR RIDER 12:01 A.M.
LOCAL TIME AS
SPECIFIED IN THE
POLICY |
GLADSTONE CAPITAL CORPORATION
NON-ACCUMULATION ENDORSEMENT For use with forms: ICB005 Ed. 7/04, FIIC100 Ed. 02/06 and SAA Form 25
MEL3983 Ed. 2/06
It is agreed that:
The liability of the Underwriter under this bond shall not be cumulative with amounts which may be
recoverable under any one or more bonds written by TRAVELERS; 412PB1416, 412PB1417 & 412PB1419 .
The liability of the Underwriter for any loss payable under this bond and any other bond shall not
exceed in the aggregate the largest applicable single limit of liability under any such bond.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms,
conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than
as above stated.
By
Authorized Representative
INSURED
Action by Written Consent
of the
Board of Directors
of
Gladstone Capital Corporation
The undersigned, being all of the members of the Board of Directors of Gladstone Capital
Corporation, a Maryland Corporation (the “Company”), pursuant to Section 2-408(c) of the Maryland
General Corporation Law, hereby adopt the following resolutions by written consent dated effective
as of the 25th day of November, 2010:
Whereas, the Board has reviewed the renewal of the Company’s Investment Company
Blanket Bond No. 412PB1416, the terms of which are attached hereto as Exhibit A, issued by The St.
Paul Fire and Marine Insurance Company (the “Fidelity Bond”);
Now, Therefore, Be It Resolved, that the members of the Board, including
Paul W. Adelgren, Anthony Parker, Michela A. English, John H. Outland and Gerard Mead, each of whom
is not an interested person under the 1940 Act, hereby acknowledge and agree that the Fidelity Bond
is reasonable in form and amount; and it be
Resolved Further, that the appropriate officers of the Company be, and they
hereby are, authorized to enter into the Fidelity Bond for the Company; and it be
Resolved, Further, that any and all previous actions taken by the Company’s
officers, principals or agents in connection with the Fidelity Bond be, and hereby are, approved
and ratified as duly authorized actions of the Company; and it be
Resolved Further, that the appropriate officers of the Company be, and each
of them hereby is, authorized and directed, for and on behalf of the Company, to file the Fidelity
Bond with the Securities and Exchange Commission.
[Signature Page Follows]
In Witness Whereof, the undersigned have executed this Action by Written Consent
of the Board of Directors of Gladstone Capital Corporation as of the day and year first written
above.
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/s/ David Gladstone
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David Gladstone |
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/s/ Terry Lee Brubaker
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Terry Lee Brubaker |
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/s/ George Stelljes III
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George Stelljes III |
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/s/ Anthony Parker
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Anthony Parker |
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/s/ David Dullum
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David Dullum |
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/s/ Michela English
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Michela English |
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/s/ John Outland
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John Outland |
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/s/ Paul Adelgren
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Paul Adelgren |
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/s/ Gerard Mead
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Gerard Mead |
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Exhibit A
Terms of Fidelity Bond
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SelectOne SM Bond
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TRAVELERS |
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SUITE 2200 |
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200 NORTH LASALLE STREET |
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CHICAGO, IL 60601 |
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11/19/2010 |
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AON RISK SERVS CENTRAL |
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Ryan O´hare |
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200 E RANDOLPH ST 12TH FL |
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CHICAGO, IL 60601 |
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Binder |
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Bond Policy Number: 412PB1416
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Prior Bond Number: 412PB1279
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| We are pleased to offer the following Binder for Investment Company Blanket Bond coverages. |
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| Insured: |
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Gladstone Capital Corporation
McLean, VA 22102 |
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| Company: |
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St. Paul Fire & Marine Insurance Company |
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| Term: |
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11/25/2010 to 11/25/2011 |
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| Commission: |
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15.0% |
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| Bond Premium Payable [Pre-Paid]: |
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$ |
7,526 |
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| Bill Type: |
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Agency Bill |
| Payment Type: |
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Lump Sum / Full Pay |
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1 installments
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| Insuring Agreements |
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Single
Loss |
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Single
Loss |
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Limit of Liability |
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Deductible Amount |
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| All insuring agreements are shown. A checked checkbox indicates |
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| an agreement that was selected by the insured. |
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þ (A) Fidelity |
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$ |
3,000,000 |
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$ |
100,000 |
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o Data Processing Organizations |
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o Partners |
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þ (B)Audit Expense |
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$ |
25,000 |
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$ |
0 |
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þ (C)Premises |
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Same As Insuring Agreement A |
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Same As Insuring Agreement A |
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þ (D)Transit |
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Same As Insuring Agreement A |
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Same As Insuring Agreement A |
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þ (E) Forgery or Alteration |
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$ |
3,000,000 |
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$ |
100,000 |
|
1
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SelectOne SM Bond
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| Insuring Agreements |
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Single
Loss |
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Single
Loss |
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Limit of Liability |
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|
Deductible Amount |
|
| All insuring agreements are shown. A checked checkbox indicates |
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| an agreement that was selected by the insured. |
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þ (F) Securities |
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$ |
3,000,000 |
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$ |
100,000 |
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þ (G) Counterfeit Currency |
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Same As Insuring Agreement A |
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Same As Insuring Agreement A |
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þ (H) Stop Payment |
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$ |
100,000 |
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$ |
5,000 |
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þ (I)Uncollectible Items of Deposit |
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$ |
100,000 |
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$ |
5,000 |
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þ Computer Systems |
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$ |
3,000,000 |
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Same As Insuring Agreement A |
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þ Voice Initiated Transactions |
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$ |
1,000,000 |
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$ |
100,000 |
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þ Telefacsimile |
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$ |
3,000,000 |
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$ |
100,000 |
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þ Unauthorized Signature |
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$ |
3,000,000 |
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$ |
100,000 |
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o Registered Representatives |
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o Extortion — Threats to Persons and Property |
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Endorsements
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| Form # |
|
Form Title |
ICB001
|
|
Investment Company Blanket Bond Declarations Page |
ICB005
|
|
Investment Company Blanket Bond Form |
ICB010
|
|
Named Insured Endorsement |
ICB011
|
|
Computer Systems |
ICB012
|
|
Unauthorized Signature |
ICB013
|
|
Telefacsimile Coverage |
ICB014
|
|
Voice Initiated Transactions |
ICB016
|
|
Definition of Investment Company |
ICB026
|
|
Add Exclusions N&O (Mandatory) |
ICB030
|
|
ERISA Rider |
ICB065
|
|
Virginia Statutory Rider |
MEL 3983
|
|
Non -accumulative |
2
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|
|
|
SelectOne SM Bond
|
|
|
Proposal Subjectivities — For Investment Company Blanket Bond
| þ |
|
This binder is valid until 12:01 a.m. on 12/25/2011.
This binder shows the premiums for the general coverages described, but in no way changes or
affects any terms, conditions or exclusions of policies as actually issued. |
Thank you for considering the Travelers for your client’s specialty insurance coverages. Please
call if you have any questions regarding the terms and conditions offered here.
| |
|
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|
|
|
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|
|
|
|
Michael Parduhn
|
|
Telephone:
|
|
312/917-5346 |
Acct Exec Officer Bond/FPS
|
|
Facsimile:
|
|
312/917-4173 |
|
|
E-mail Address:
|
|
MPARDUHN@travelers.com |
3
IMPORTANT NOTICE REGARDING COMPENSATION DISCLOSURE
For information about how Travelers compensates independent agents, brokers, or other
insurance producers, please visit this website:
http://www.travelers.com/w3c/legal/Producer_Compensation_Disclosure.html
If you prefer, you can call the following toll-free number: 1-866-904-8348. Or you can write to us
at Travelers, Enterprise Development, One Tower Square, Hartford, CT 06183
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