Main Street Capital Corporation
1300 Post Oak Boulevard, 8th Floor
Houston, Texas 77056
October 6, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0506
Re: Main Street Capital Corporation Rule 17g-1(g) Fidelity Bond Filing
Ladies and Gentlemen:
On behalf of Main Street Capital Corporation (the Company), enclosed herewith for filing, pursuant to Rule 17g-1(g) under the Investment Company Act of 1940, as amended, is a copy of the following materials:
1. A Certificate of the Secretary of the Company, which attaches a copy of the resolutions of the Board of Directors approving the amount, type, form and coverage of the Fidelity Bond and a statement as to the period for which premiums have been paid; and
2. A copy of the Fidelity Bond covering the Company.
If you have any questions regarding this submission, please do not hesitate to call me at (713) 350-6000.
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Very truly yours, |
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/s/ Jason B. Beauvais |
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Jason B. Beauvais |
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Senior Vice President, General Counsel |
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Chief Compliance Officer and Secretary |
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Enclosures
MAIN STREET CAPITAL CORPORATION
CERTIFICATE OF SECRETARY
The undersigned, Jason B. Beauvais, Secretary of Main Street Capital Corporation, a Maryland corporation (the Company), does hereby certify that:
1. This certificate is being delivered to the Securities and Exchange Commission (the SEC) in connection with the filing of the Companys fidelity bond (the Bond) pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended, and the SEC is entitled to rely on this certificate for purposes of the filing.
2. The undersigned is the duly elected, qualified and acting Secretary of the Company, and has custody of the corporate records of the Company and is a proper officer to make this certification.
3. Attached hereto as Exhibit A is a copy of the resolutions approved by the Board of Directors of the Company, including a majority of the Board of Directors who are not interested persons of the Company, approving the amount, type, form and coverage of the Bond.
4. Premiums have been paid for the period October 4, 2016 to October 4, 2017.
IN WITNESS WHEREOF, I have executed this certificate as of the 6th day of October, 2016.
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MAIN STREET CAPITAL CORPORATION | |
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By: |
/s/ Jason B. Beauvais |
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Name: |
Jason B. Beauvais |
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Title: |
Secretary |
EXHIBIT A
Resolutions approved by the Board of Directors
of Main Street Capital Corporation
on October 3, 2016
Approval of Fidelity Bond
WHEREAS, Section 17(g) of the Investment Company Act of 1940 (the 1940 Act), and Rule 17g-1(a) thereunder, require a business development company (BDC), such as Main Street Capital Corporation, a Maryland corporation (the Company), to provide and maintain a bond which shall be issued by a reputable fidelity insurance company, authorized to do business in the place where the bond is issued, to protect the Company against larceny and embezzlement, covering each officer and employee of the BDC, who may singly, or jointly with others, have access to the securities or funds of the BDC, either directly or through authority to draw upon such funds of, or to direct generally, the disposition of such securities, unless the officer or employee has such access solely through his position as an officer or employee of a bank (each, a covered person); and
WHEREAS, Rule 17g-1 specifies that the bond may be in the form of (i) an individual bond for each covered person, or a schedule or blanket bond covering such persons, (ii) a blanket bond which names the Company as the only insured (a single insured bond), or (iii) a bond which names the Company and one or more other parties as insureds (a joint insured bond), as permitted by Rule 17g-1; and
WHEREAS, Rule 17g-1 requires that a majority of the members of the Board of Directors of the Company (the Board) who are not interested persons of the BDC (the Non-Interested Directors) approve periodically (but not less than once every 12 months) the reasonableness of the form and amount of the bond, with due consideration to the value of the aggregate assets of the Company to which any covered person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of securities and other investments to be held by the Company, and pursuant to factors contained in Rule 17g-1; and
WHEREAS, the Board, including all of the Non-Interested Directors, have considered the expected aggregate value of the securities and funds of the Company to which the Companys officers and employees may have access (either directly or through authority to draw upon such funds or to direct generally the disposition of such securities), the type and terms of the arrangements made for the custody of such securities and funds, the nature of securities and other investments to be held by the Company, the accounting procedures and controls of the Company, the nature and method of conducting the operations of the Company, the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, and all other factors deemed relevant by the Board, including such Non-Interested Directors;
NOW, THEREFORE, BE IT RESOLVED, that having considered the expected aggregate value of the securities and funds of the Company to which officers or employees of the Company may have access (either directly or through authority to draw upon such funds or to direct generally the disposition of such securities), the type and terms of the arrangements made
for the custody of such securities and funds, the nature of securities and other investments to be held by the Company, the accounting procedures and controls of the Company, the nature and method of conducting the operations of the Company, and the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, it is determined that the amount, type, form, premium and coverage, covering the officers and employees of the Company and its subsidiaries and insuring the Company and its subsidiaries against loss from fraudulent or dishonest acts, including larceny and embezzlement, issued by Federal Insurance Company, a Chubb Group Insurance Company, having an aggregate coverage of $10,000,000 (the Fidelity Bond) is reasonable, and the Fidelity Bond be, and hereby is, approved by a majority of the Non-Interested Directors; and
FURTHER RESOLVED, that the officers of the Company be, and they hereby are, authorized to take all appropriate actions, including adjusting the terms of the Fidelity Bond as necessary, with the advice of legal counsel to the Company, to provide and maintain the Fidelity Bond on behalf of the Company; and
FURTHER RESOLVED, that any and all previous lawful actions taken by the Companys 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
FURTHER RESOLVED, 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 a copy of the Fidelity Bond with the U.S. Securities and Exchange Commission; and
FURTHER RESOLVED, that the Secretary of the Company be and hereby is, designated as the party responsible for making the necessary filings and giving the notices with respect to such bond required by paragraph (g) of Rule 17g-1 under the 1940 Act; and
Miscellaneous
FURTHER RESOLVED, that each of the senior executive officers of the Company is hereby authorized and empowered, for and on behalf of the Company, to take or cause to be taken any and all such lawful actions and to enter into, execute and deliver any and all such acknowledgments, agreements, certificates, contracts, instruments, notices, statements and other documents (collectively, documents), or to effect any necessary filings with any and all appropriate regulatory authorities, state, federal and foreign, as may be required or as any such officer may deem necessary, appropriate or advisable to effectuate and carry out the foregoing resolutions, in the manner and form as the officer performing or executing the same shall approve, with such performance or execution and delivery thereof to be conclusive evidence of such approval of the Board; and
FURTHER RESOLVED, that the Corporate Secretary and any Assistant Corporate Secretary of the Company are each hereby authorized and empowered, for and on behalf of the Company, to certify and attest any documents that he or she may deem necessary, appropriate or advisable to carry out the foregoing resolutions, provided that such attestation shall not be required for the due authorization, execution and delivery or validity of the particular document; and
FURTHER RESOLVED, that the authority granted to each officer of the Company under each of the foregoing resolutions shall be deemed to include the authority to perform such further lawful acts and deeds for and on behalf of the Company as the officers deem necessary, appropriate or advisable to carry out the foregoing resolution, and all lawful acts and deeds previously performed by any of the officers of or counsel to the Company prior to the date hereof that are within the authority conferred by the foregoing resolutions are hereby approved, ratified and confirmed in all respects as the authorized acts and deeds of the Company.
USI SOUTHWEST INC
ATTN: Merry Davis
840 GESSNER, STE. 600
HOUSTON, TX 77024
INSURED: |
MAIN STREET CAPITAL CORPORATION |
PRODUCT: |
DFIBond |
POLICY NO: |
82472911 |
TRANSACTION: |
NL |
Chubb Group of Insurance Companies |
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DECLARATIONS |
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FINANCIAL INSTITUTION INVESTMENT |
15 Mountain View Road, Warren, New Jersey 07059 |
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COMPANY ASSET PROTECTION BOND |
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NAME OF ASSURED (including its Subsidiaries): |
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Bond Number: 82472911 |
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MAIN STREET CAPITAL CORPORATION |
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1300 POST OAK BLVD, 8TH FLOOR |
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FEDERAL INSURANCE COMPANY |
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HOUSTON, TX 77056 |
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Incorporated under the laws of Indiana |
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Capital Center, 251 North Illinois, Suite 1100 |
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Indianapolis, IN 46204-1927 |
ITEM 1. |
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BOND PERIOD: |
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from |
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12:01 a.m. on |
October 4, 2016 | ||||||||
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to |
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12:01 a.m. on |
October 4, 2017 | ||||||||
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ITEM 2. |
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LIMITS OF LIABILITYDEDUCTIBLE AMOUNTS: | |||||||||||||
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If Not Covered is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE and any other reference shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company. | |||||||||||||
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INSURING CLAUSE |
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SINGLE LOSS |
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DEDUCTIBLE |
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1. |
Employee |
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$ |
10,000,000 |
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$ |
0 |
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2. |
On Premises |
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$ |
10,000,000 |
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$ |
100,000 |
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3. |
In Transit |
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$ |
10,000,000 |
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$ |
100,000 |
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4. |
Forgery or Alteration |
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$ |
10,000,000 |
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$ |
100,000 |
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5. |
Extended Forgery |
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$ |
10,000,000 |
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$ |
100,000 |
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6. |
Counterfeit Money |
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$ |
10,000,000 |
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$ |
100,000 |
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7. |
Threats to Person |
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$ |
10,000,000 |
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$ |
100,000 |
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8. |
Computer System |
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$ |
10,000,000 |
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$ |
100,000 |
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9. |
Voice Initiated Funds |
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Transfer Instruction |
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$ |
10,000,000 |
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$ |
100,000 |
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10. |
Uncollectible Items of Deposit |
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$ |
Not Covered |
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$ |
n/a |
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11. |
Audit Expense |
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$ |
Not Covered |
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$ |
n/a |
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ITEM 3. |
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THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH: | |||||||||||||
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be valid unless also signed by an authorized representative of the Company.
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Secretary |
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President | |
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Countersigned by |
October 6, 2016 |
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Authorized Representative | |
ICAP Bond (5-98) - Federal
Form 17-02-1421 (Ed. 5-98)
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The COMPANY, in consideration of payment of the required premium, and in reliance on the APPLICATION and all other statements made and information furnished to the COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED for: | ||||
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Insuring Clauses | |||||
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Employee |
1. |
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Loss resulting directly from Larceny or Embezzlement committed by any Employee, alone or in collusion with others. | ||
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On Premises |
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Loss of Property resulting directly from robbery, burglary, false pretenses, common law or statutory larceny, misplacement, mysterious unexplainable disappearance, damage, destruction or removal, from the possession, custody or control of the ASSURED, while such Property is lodged or deposited at premises located anywhere. | ||
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In Transit |
3. |
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Loss of Property resulting directly from common law or statutory larceny, misplacement, mysterious unexplainable disappearance, damage or destruction, while the Property is in transit anywhere: | ||
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a. |
in an armored motor vehicle, including loading and unloading thereof, | |
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b. |
in the custody of a natural person acting as a messenger of the ASSURED, or | |
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c. |
in the custody of a Transportation Company and being transported in a conveyance other than an armored motor vehicle provided, however, that covered Property transported in such manner is limited to the following: | |
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(1) |
written records, |
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(2) |
securities issued in registered form, which are not endorsed or are restrictively endorsed, or |
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(3) |
negotiable instruments not payable to bearer, which are not endorsed or are restrictively endorsed. |
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Coverage under this INSURING CLAUSE begins immediately on the receipt of such Property by the natural person or Transportation Company and ends immediately on delivery to the premises of the addressee or to any representative of the addressee located anywhere. |
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
Forgery Or Alteration |
4. |
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Loss resulting directly from: | ||
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a. |
Forgery on, or fraudulent material alteration of, any bills of exchange, checks, drafts, acceptances, certificates of deposits, promissory notes, due bills, money orders, orders upon public treasuries, letters of credit, other written promises, orders or directions to pay sums certain in money, or receipts for the withdrawal of Property, or | |
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b. |
transferring, paying or delivering any funds or other Property, or establishing any credit or giving any value in reliance on any written instructions, advices or applications directed to the ASSURED authorizing or acknowledging the transfer, payment, delivery or receipt of funds or other Property, which instructions, advices or applications fraudulently purport to bear the handwritten signature of any customer of the ASSURED, or shareholder or subscriber to shares of an Investment Company, or of any financial institution or Employee but which instructions, advices or applications either bear a Forgery or have been fraudulently materially altered without the knowledge and consent of such customer, shareholder, subscriber, financial institution or Employee; | |
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excluding, however, under this INSURING CLAUSE any loss covered under INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING CLAUSE 5. is provided for in the DECLARATIONS of this Bond. | ||
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For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile signature is treated the same as a handwritten signature. | ||
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Extended Forgery |
5. |
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Loss resulting directly from the ASSURED having, in good faith, and in the ordinary course of business, for its own account or the account of others in any capacity: | ||
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a. |
acquired, accepted or received, sold or delivered, or given value, extended credit or assumed liability, in reliance on any original Securities, documents or other written instruments which prove to: | |
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(1) |
bear a Forgery or a fraudulently material alteration, |
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(2) |
have been lost or stolen, or |
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(3) |
be Counterfeit, or |
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b. |
guaranteed in writing or witnessed any signatures on any transfer, assignment, bill of sale, power of attorney, guarantee, endorsement or other obligation upon or in connection with any Securities, documents or other written instruments. | |
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Actual physical possession, and continued actual physical possession if taken as collateral, of such Securities, documents or other written instruments by an Employee, Custodian, or a Federal or State chartered deposit institution of the ASSURED is a condition precedent to the ASSURED having relied on such items. Release or return of such collateral is an acknowledgment by the ASSURED that it no longer relies on such collateral. |
Extended Forgery (continued) |
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For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile signature is treated the same as a handwritten signature. | ||
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Counterfeit Money |
6. |
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Loss resulting directly from the receipt by the ASSURED in good faith of any Counterfeit money. | ||
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Threats To Person |
7. |
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Loss resulting directly from surrender of Property away from an office of the ASSURED as a result of a threat communicated to the ASSURED to do bodily harm to an Employee as defined in SECTION 1.e. (1), (2) and (5), a Relative or invitee of such Employee, or a resident of the household of such Employee, who is, or allegedly is, being held captive provided, however, that prior to the surrender of such Property: | ||
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a. |
the Employee who receives the threat has made a reasonable effort to notify an officer of the ASSURED who is not involved in such threat, and | |
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b. |
the ASSURED has made a reasonable effort to notify the Federal Bureau of Investigation and local law enforcement authorities concerning such threat. | |
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It is agreed that for purposes of this INSURING CLAUSE, any Employee of the ASSURED, as set forth in the preceding paragraph, shall be deemed to be an ASSURED hereunder, but only with respect to the surrender of money, securities and other tangible personal property in which such Employee has a legal or equitable interest. | ||
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Computer System |
8. |
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Loss resulting directly from fraudulent: | ||
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a. |
entries of data into, or | |
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b. |
changes of data elements or programs within, a Computer System, provided the fraudulent entry or change causes: | |
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(1) |
funds or other property to be transferred, paid or delivered, |
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(2) |
an account of the ASSURED or of its customer to be added, deleted, debited or credited, or |
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(3) |
an unauthorized account or a fictitious account to be debited or credited. |
Voice Initiated Funds Transfer Instruction |
9. |
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Loss resulting directly from Voice Initiated Funds Transfer Instruction directed to the ASSURED authorizing the transfer of dividends or redemption proceeds of Investment Company shares from a Customers account, provided such Voice Initiated Funds Transfer Instruction was: | |
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a. |
received at the ASSUREDS offices by those Employees of the ASSURED specifically authorized to receive the Voice Initiated Funds Transfer Instruction, |
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b. |
made by a person purporting to be a Customer, and |
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c. |
made by said person for the purpose of causing the ASSURED or Customer to sustain a loss or making an improper personal financial gain for such person or any other person. |
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In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated Funds Transfer Instructions must be received and processed in accordance with the Designated Procedures outlined in the APPLICATION furnished to the COMPANY. | |
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Uncollectible Items of Deposit |
10. |
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Loss resulting directly from the ASSURED having credited an account of a customer, shareholder or subscriber on the faith of any Items of Deposit which prove to be uncollectible, provided that the crediting of such account causes: | |
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a. |
redemptions or withdrawals to be permitted, |
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b. |
shares to be issued, or |
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c. |
dividends to be paid, from an account of an Investment Company. |
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In order for coverage to apply under this INSURING CLAUSE, the ASSURED must hold Items of Deposit for the minimum number of days stated in the APPLICATION before permitting any redemptions or withdrawals, issuing any shares or paying any dividends with respect to such Items of Deposit. | |
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Items of Deposit shall not be deemed uncollectible until the ASSUREDS standard collection procedures have failed. | |
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Audit Expense |
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Expense incurred by the ASSURED for that part of the cost of audits or examinations required by any governmental regulatory authority or self-regulatory organization to be conducted by such authority, organization or their appointee by reason of the discovery of loss sustained by the ASSURED and covered by this Bond. |
General Agreements |
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Additional Companies Included As Assured |
A. |
If more than one corporation, or Investment Company, or any combination of them is included as the ASSURED herein: | |
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(1) |
The total liability of the COMPANY under this Bond for loss or losses sustained by any one or more or all of them shall not exceed the limit for which the COMPANY would be liable under this Bond if all such loss were sustained by any one of them. | |
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(2) |
Only the first named ASSURED shall be deemed to be the sole agent of the others for all purposes under this Bond, including but not limited to the giving or receiving of any notice or proof required to be given and for the purpose of effecting or accepting any amendments to or termination of this Bond. The COMPANY shall furnish each Investment Company with a copy of the Bond and with any amendment thereto, together with a copy of each formal filing of claim by any other named ASSURED and notification of the terms of the settlement of each such claim prior to the execution of such settlement. | |
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(3) |
The COMPANY shall not be responsible for the proper application of any payment made hereunder to the first named ASSURED. |
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(4) |
Knowledge possessed or discovery made by any partner, director, trustee, officer or supervisory employee of any ASSURED shall constitute knowledge or discovery by all the ASSUREDS for the purposes of this Bond. |
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(5) |
If the first named ASSURED ceases for any reason to be covered under this Bond, then the ASSURED next named on the APPLICATION shall thereafter be considered as the first named ASSURED for the purposes of this Bond. |
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Representation Made By Assured |
B. |
The ASSURED represents that all information it has furnished in the APPLICATION for this Bond or otherwise is complete, true and correct. Such APPLICATION and other information constitute part of this Bond. | |
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The ASSURED must promptly notify the COMPANY of any change in any fact or circumstance which materially affects the risk assumed by the COMPANY under this Bond. | |
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Any intentional misrepresentation, omission, concealment or incorrect statement of a material fact, in the APPLICATION or otherwise, shall be grounds for recision of this Bond. |
Additional Offices Or Employees - Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities - Notice To Company |
C. |
If the ASSURED, other than an Investment Company, while this Bond is in force, merges or consolidates with, or purchases or acquires assets or liabilities of another institution, the ASSURED shall not have the coverage afforded under this Bond for loss which has: | |
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(1) |
occurred or will occur on premises, or | |
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(2) |
been caused or will be caused by an employee, or | |
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(3) |
arisen or will arise out of the assets or liabilities, of such institution, unless the ASSURED: |
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a. |
gives the COMPANY written notice of the proposed consolidation, merger or purchase or acquisition of assets or liabilities prior to the proposed effective date of such action, and |
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b. |
obtains the written consent of the COMPANY to extend some or all of the coverage provided by this Bond to such additional exposure, and |
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c. |
on obtaining such consent, pays to the COMPANY an additional premium. |
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Change Of Control - Notice To Company |
D. |
When the ASSURED learns of a change in control (other than in an Investment Company), as set forth in Section 2(a) (9) of the Investment Company Act of 1940, the ASSURED shall within sixty (60) days give written notice to the COMPANY setting forth: | |
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(1) |
the names of the transferors and transferees (or the names of the beneficial owners if the voting securities are registered in another name), |
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(2) |
the total number of voting securities owned by the transferors and the transferees (or the beneficial owners), both immediately before and after the transfer, and |
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(3) |
the total number of outstanding voting securities. |
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Failure to give the required notice shall result in termination of coverage for any loss involving a transferee, to be effective on the date of such change in control. | |
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Court Costs And Attorneys Fees |
E. |
The COMPANY will indemnify the ASSURED for court costs and reasonable attorneys fees incurred and paid by the ASSURED in defense, whether or not successful, whether or not fully litigated on the merits and whether or not settled, of any claim, suit or legal proceeding with respect to which the ASSURED would be entitled to recovery under this Bond. However, with respect to INSURING CLAUSE 1., this Section shall only apply in the event that: | |
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(1) |
an Employee admits to being guilty of Larceny or Embezzlement, |
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(2) |
an Employee is adjudicated to be guilty of Larceny or Embezzlement, or |
General Agreements |
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Court Costs And Attorneys Fees (continued) |
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(3) |
in the absence of 1 or 2 above, an arbitration panel agrees, after a review of an agreed statement of facts between the COMPANY and the ASSURED, that an Employee would be found guilty of Larceny or Embezzlement if such Employee were prosecuted. |
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The ASSURED shall promptly give notice to the COMPANY of any such suit or legal proceeding and at the request of the COMPANY shall furnish copies of all pleadings and pertinent papers to the COMPANY. The COMPANY may, at its sole option, elect to conduct the defense of all or part of such legal proceeding. The defense by the COMPANY shall be in the name of the ASSURED through attorneys selected by the COMPANY. The ASSURED shall provide all reasonable information and assistance as required by the COMPANY for such defense. | ||
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If the COMPANY declines to defend the ASSURED, no settlement without the prior written consent of the COMPANY nor judgment against the ASSURED shall determine the existence, extent or amount of coverage under this Bond. | ||
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If the amount demanded in any such suit or legal proceeding is within the DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court costs and attorneys fees incurred in defending all or part of such suit or legal proceeding. | ||
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If the amount demanded in any such suit or legal proceeding is in excess of the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE, the COMPANYS liability for court costs and attorneys fees incurred in defending all or part of such suit or legal proceedings is limited to the proportion of such court costs and attorneys fees incurred that the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE bears to the total of the amount demanded in such suit or legal proceeding. | ||
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If the amount demanded is any such suit or legal proceeding is in excess of the DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING CLAUSE, the COMPANYS liability for court costs and attorneys fees incurred in defending all or part of such suit or legal proceedings shall be limited to the proportion of such court costs or attorneys fees that the amount demanded that would be payable under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total amount demanded. | ||
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Amounts paid by the COMPANY for court costs and attorneys fees shall be in addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS. |
Conditions and Limitations |
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Definitions |
1. |
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As used in this Bond: | ||
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a. |
Computer System means a computer and all input, output, processing, storage, off-line media libraries, and communication facilities which are connected to the computer and which are under the control and supervision of the operating system(s) or application(s) software used by the ASSURED. | |
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b. |
Counterfeit means an imitation of an actual valid original which is intended to deceive and be taken as the original. | |
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c. |
Custodian means the institution designated by an Investment Company to maintain possession and control of its assets. | |
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d. |
Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction. | |
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e. |
Employee means: | |
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(1) |
an officer of the ASSURED, |
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(2) |
a natural person while in the regular service of the ASSURED at any of the ASSUREDS premises and compensated directly by the ASSURED through its payroll system and subject to the United States Internal Revenue Service Form W-2 or equivalent income reporting plans of other countries, and whom the ASSURED has the right to control and direct both as to the result to be accomplished and details and means by which such result is accomplished in the performance of such service, |
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(3) |
a guest student pursuing studies or performing duties in any of the ASSUREDS premises, |
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(4) |
an attorney retained by the ASSURED and an employee of such attorney while either is performing legal services for the ASSURED, |
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(5) |
a natural person provided by an employment contractor to perform employee duties for the ASSURED under the ASSUREDS supervision at any of the ASSUREDS premises, |
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(6) |
an employee of an institution merged or consolidated with the ASSURED prior to the effective date of this Bond, |
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(7) |
a director or trustee of the ASSURED, but only while performing acts within the scope of the customary and usual duties of any officer or other employee of the ASSURED or while acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to Property of the ASSURED, or |
Definitions (continued) |
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(8) |
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each natural person, partnership or corporation authorized by written agreement with the ASSURED to perform services as electronic data processor of checks or other accounting records related to such checks but only while such person, partnership or corporation is actually performing such services and not: | |
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creating, preparing, modifying or maintaining the ASSUREDS computer software or programs, or |
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b. |
acting as transfer agent or in any other agency capacity in issuing checks, drafts or securities for the ASSURED, |
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(9) |
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any partner, officer or employee of an investment advisor, an underwriter (distributor), a transfer agent or shareholder accounting recordkeeper, or an administrator, for an Investment Company while performing acts coming within the scope of the customary and usual duties of an officer or employee of an Investment Company or acting as a member of any committee duly elected or appointed to examine, audit or have custody of or access to Property of an Investment Company. | |
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The term Employee shall not include any partner, officer or employee of a transfer agent, shareholder accounting recordkeeper or administrator: | |
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a. |
which is not an affiliated person (as defined in Section 2(a) of the Investment Company Act of 1940) of an Investment Company or of the investment advisor or underwriter (distributor) of such Investment Company, or |
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b. |
which is a bank (as defined in Section 2(a) of the Investment Company Act of 1940). |
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This Bond does not afford coverage in favor of the employers of persons as set forth in e. (4), (5) and (8) above, and upon payment to the ASSURED by the COMPANY resulting directly from Larceny or Embezzlement committed by any of the partners, officers or employees of such employers, whether acting alone or in collusion with others, an assignment of such of the ASSUREDS rights and causes of action as it may have against such employers by reason of such acts so committed shall, to the extent of such payment, be given by the ASSURED to the COMPANY, and the ASSURED shall execute all papers necessary to secure to the COMPANY the rights provided for herein. |
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Each employer of persons as set forth in e.(4), (5) and (8) above and the partners, officers and other employees of such employers shall collectively be deemed to be one person for all the purposes of this Bond; excepting, however, the fifth paragraph of Section 13. | |
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Independent contractors not specified in e.(4), (5) or (8) above, intermediaries, agents, brokers or other representatives of the same general character shall not be considered Employees. |
Definitions (continued) |
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f. |
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Forgery means the signing of the name of another natural person with the intent to deceive but does not mean a signature which consists in whole or in part of ones own name, with or without authority, in any capacity for any purpose. |
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g. |
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Investment Company means any investment company registered under the Investment Company Act of 1940 and listed under the NAME OF ASSURED on the DECLARATIONS. |
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h. |
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Items of Deposit means one or more checks or drafts drawn upon a financial institution in the United States of America. |
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i. |
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Larceny or Embezzlement means larceny or embezzlement as defined in Section 37 of the Investment Company Act of 1940. |
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j. |
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Property means money, revenue and other stamps; securities; including any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of deposit, certificate of interest or participation in any profit- sharing agreement, collateral trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any interest or instruments commonly known as a security under the Investment Company Act of 1940, any other certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing; bills of exchange; acceptances; checks; withdrawal orders; money orders; travelers letters of credit; bills of lading; abstracts of title; insurance policies, deeds, mortgages on real estate and/or upon chattels and interests therein; assignments of such policies, deeds or mortgages; other valuable papers, including books of accounts and other records used by the ASSURED in the conduct of its business (but excluding all electronic data processing records); and, all other instruments similar to or in the nature of the foregoing in which the ASSURED acquired an interest at the time of the ASSUREDS consolidation or merger with, or purchase of the principal assets of, a predecessor or which are held by the ASSURED for any purpose or in any capacity and whether so held gratuitously or not and whether or not the ASSURED is liable therefor. |
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k. |
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Relative means the spouse of an Employee or partner of the ASSURED and any unmarried child supported wholly by, or living in the home of, such Employee or partner and being related to them by blood, marriage or legal guardianship. |
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l. |
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Securities, documents or other written instruments means original (including original counterparts) negotiable or non-negotiable instruments, or assignments thereof, which in and of themselves represent an equitable interest, ownership, or debt and which are in the ordinary course of business transferable by delivery of such instruments with any necessary endorsements or assignments. |
Definitions (continued) |
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m. |
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Subsidiary means any organization that, at the inception date of this Bond, is named in the APPLICATION or is created during the BOND PERIOD and of which more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for election of directors is owned or controlled by the ASSURED either directly or through one or more of its subsidiaries. |
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n. |
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Transportation Company means any organization which provides its own or its leased vehicles for transportation or which provides freight forwarding or air express services. |
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o. |
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Voice Initiated Election means any election concerning dividend options available to Investment Company shareholders or subscribers which is requested by voice over the telephone. |
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p. |
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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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q. |
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Voice Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election. |
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For the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise indicated. | ||
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General Exclusions - Applicable to All Insuring Clauses |
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2. |
This bond does not directly or indirectly cover: | ||
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loss not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety; | |
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loss due to riot or civil commotion outside the United States of America and Canada, or any loss due to military, naval or usurped power, war or insurrection. This Section 2.b., however, shall not apply to loss which occurs in transit in the circumstances recited in INSURING CLAUSE 3., provided that when such transit was initiated there was no knowledge on the part of any person acting for the ASSURED of such riot, civil commotion, military, naval or usurped power, war or insurrection; |
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loss resulting from the effects of nuclear fission or fusion or radioactivity; |
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loss of potential income including, but not limited to, interest and dividends not realized by the ASSURED or by any customer of the ASSURED; |
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e. |
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damages of any type for which the ASSURED is legally liable, except compensatory damages, but not multiples thereof, arising from a loss covered under this Bond; |
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f. |
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costs, fees and expenses incurred by the ASSURED in establishing the existence of or amount of loss under this Bond, except to the extent covered under INSURING CLAUSE 11.; |
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g. |
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loss resulting from indirect or consequential loss of any nature; |
General Exclusions - Applicable to All Insuring Clauses (continued) |
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loss resulting from dishonest acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an Employee, acting alone or in collusion with others; | |
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loss, or that part of any loss, resulting solely from any violation by the ASSURED or by any Employee: | ||
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(1) |
of any law regulating: |
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a. the issuance, purchase or sale of securities, |
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b. securities transactions on security or commodity exchanges or the over the counter market, |
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c. investment companies, |
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d. investment advisors, or |
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(2) |
of any rule or regulation made pursuant to any such law; or |
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loss of confidential information, material or data; | |
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loss resulting from voice requests or instructions received over the telephone, provided however, this Section 2.k. shall not apply to INSURING CLAUSE 7. or 9. | |
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Specific Exclusions - Applicable To All Insuring Clauses Except Insuring Clause 1. |
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3. |
This Bond does not directly or indirectly cover: | |||
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loss caused by an Employee, provided, however, this Section 3.a. shall not apply to loss covered under INSURING CLAUSE 2. or 3. which results directly from misplacement, mysterious unexplainable disappearance, or damage or destruction of Property; | ||
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loss through the surrender of property away from premises of the ASSURED as a result of a threat: | |
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to do bodily harm to any natural person, except loss of Property in transit in the custody of any person acting as messenger of the ASSURED, provided that when such transit was initiated there was no knowledge by the ASSURED of any such threat, and provided further that this Section 3.b. shall not apply to INSURING CLAUSE 7., or |
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to do damage to the premises or Property of the ASSURED; |
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loss resulting from payments made or withdrawals from any account involving erroneous credits to such account; | |
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loss involving Items of Deposit which are not finally paid for any reason provided however, that this Section 3.d. shall not apply to INSURING CLAUSE 10.; | |
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loss of property while in the mail; |
Specific Exclusions - Applicable To All Insuring Clauses Except Insuring Clause 1. (continued) |
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loss resulting from the failure for any reason of a financial or depository institution, its receiver or other liquidator to pay or deliver funds or other Property to the ASSURED provided further that this Section 3.f. shall not apply to loss of Property resulting directly from robbery, burglary, misplacement, mysterious unexplainable disappearance, damage, destruction or removal from the possession, custody or control of the ASSURED. |
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loss of Property while in the custody of a Transportation Company, provided however, that this Section 3.g. shall not apply to INSURING CLAUSE 3.; |
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loss resulting from entries or changes made by a natural person with authorized access to a Computer System who acts in good faith on instructions, unless such instructions are given to that person by a software contractor or its partner, officer, or employee authorized by the ASSURED to design, develop, prepare, supply, service, write or implement programs for the ASSUREDs Computer System; or |
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loss resulting directly or indirectly from the input of data into a Computer System terminal, either on the premises of the customer of the ASSURED or under the control of such a customer, by a customer or other person who had authorized access to the customers authentication mechanism. |
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Specific Exclusions - Applicable To All Insuring Clauses Except Insuring Clauses 1., 4., And 5. |
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4. |
This bond does not directly or indirectly cover: | ||
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loss resulting from the complete or partial non-payment of or default on any loan whether such loan was procured in good faith or through trick, artifice, fraud or false pretenses; provided, however, this Section 4.a. shall not apply to INSURING CLAUSE 8.; | |
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loss resulting from forgery or any alteration; | |
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loss involving a counterfeit provided, however, this Section 4.c. shall not apply to INSURING CLAUSE 5. or 6. |
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Limit Of Liability/Non- Reduction And Non- Accumulation Of Liability |
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5. |
At all times prior to termination of this Bond, this Bond shall continue in force for the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS, notwithstanding any previous loss for which the COMPANY may have paid or be liable to pay under this Bond provided, however, that the liability of the COMPANY under this Bond with respect to all loss resulting from: | ||
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any one act of burglary, robbery or hold-up, or attempt thereat, in which no Employee is concerned or implicated, or |
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any one unintentional or negligent act on the part of any one person resulting in damage to or destruction or misplacement of Property, or |
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all acts, other than those specified in a. above, of any one person, or |
Limit Of Liability/Non- Reduction And Non- Accumulation Of Liability (continued) |
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any one casualty or event other than those specified in a., b., or c. above, |
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shall be deemed to be one loss and shall be limited to the applicable LIMIT OF LIABILITY stated in ITEM 2. 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. | |||
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All acts, as specified in c. above, of any one person which | ||
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directly or indirectly aid in any way wrongful acts of any other person or persons, or |
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permit the continuation of wrongful acts of any other person or persons |
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whether such acts are committed with or without the knowledge of the wrongful acts of the person so aided, and whether such acts are committed with or without the intent to aid such other person, shall be deemed to be one loss with the wrongful acts of all persons so aided. | ||
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Discovery |
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6. |
This Bond applies only to loss first discovered by an officer of the ASSURED during the BOND PERIOD. Discovery occurs at the earlier of an officer of the ASSURED being aware of: | ||
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facts which may subsequently result in a loss of a type covered by this Bond, or |
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an actual or potential claim in which it is alleged that the ASSURED is liable to a third party, |
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regardless of when the act or acts causing or contributing to such loss occurred, even though the amount of loss does not exceed the applicable DEDUCTIBLE AMOUNT, or the exact amount or details of loss may not then be known. | |
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Notice To Company - Proof - Legal Proceedings Against Company |
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7. |
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The ASSURED shall give the COMPANY notice thereof at the earliest practicable moment, not to exceed sixty (60) days after discovery of loss, in an amount that is in excess of 50% of the applicable DEDUCTIBLE AMOUNT, as stated in ITEM 2. of the DECLARATIONS. |
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The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to, with full particulars within six (6) months after such discovery. |
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Securities listed in a proof of loss shall be identified by certificate or bond numbers, if issued with them. |
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d. |
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Legal proceedings for the recovery of any loss under this Bond shall not be brought prior to the expiration of sixty (60) days after the proof of loss is filed with the COMPANY or after the expiration of twenty-four (24) months from the discovery of such loss. |
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e. |
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This Bond affords coverage only in favor of the ASSURED. No claim, suit, action or legal proceedings shall be brought under this Bond by anyone other than the ASSURED. |
Notice To Company - Proof - Legal Proceedings Against Company (continued) |
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f. Proof of loss involving Voice Initiated Funds Transfer Instruction shall include electronic recordings of such instructions. |
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Deductible Amount |
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8. |
The COMPANY shall not be liable under any INSURING CLAUSES of this Bond on account of loss unless the amount of such loss, after deducting the net amount of all reimbursement and/or recovery obtained or made by the ASSURED, other than from any Bond or policy of insurance issued by an insurance company and covering such loss, or by the COMPANY on account thereof prior to payment by the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the DECLARATIONS. |
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There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company. |
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Valuation |
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9. |
BOOKS OF ACCOUNT OR OTHER RECORDS |
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The value of any loss of Property consisting of books of account or other records used by the ASSURED in the conduct of its business shall be the amount paid by the ASSURED for blank books, blank pages, or other materials which replace the lost books of account or other records, plus the cost of labor paid by the ASSURED for the actual transcription or copying of data to reproduce such books of account or other records. |
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The value of any loss of Property other than books of account or other records used by the ASSURED in the conduct of its business, for which a claim is made shall be determined by the average market value of such Property on the business day immediately preceding discovery of such loss provided, however, that the value of any Property replaced by the ASSURED with the consent of the COMPANY and prior to the settlement of any claim for such Property shall be the actual market value at the time of replacement. |
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In the case of a loss of interim certificates, warrants, rights or other securities, the production of which is necessary to the exercise of subscription, conversion, redemption or deposit privileges, the value of them shall be the market value of such privileges immediately preceding their expiration if said loss is not discovered until after their expiration. If no market price is quoted for such Property or for such privileges, the value shall be fixed by agreement between the parties. |
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OTHER PROPERTY |
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The value of any loss of Property, other than as stated above, shall be the actual cash value or the cost of repairing or replacing such Property with Property of like quality and value, whichever is less. |
Securities Settlement |
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10. |
In the event of a loss of securities covered under this Bond, the COMPANY may, at its sole discretion, purchase replacement securities, tender the value of the securities in money, or issue its indemnity to effect replacement securities. |
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The indemnity required from the ASSURED under the terms of this Section against all loss, cost or expense arising from the replacement of securities by the COMPANYS indemnity shall be: |
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a. for securities having a value less than or equal to the applicable DEDUCTIBLE AMOUNT - one hundred (100%) percent; |
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b. for securities having a value in excess of the DEDUCTIBLE AMOUNT but within the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE AMOUNT bears to the value of the securities; |
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c. for securities having a value greater than the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE AMOUNT and portion in excess of the applicable LIMIT OF LIABILITY bears to the value of the securities. |
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The value referred to in Section 10.a., b., and c. is the value in accordance with Section 9, Valuation, regardless of the value of such securities at the time the loss under the COMPANYS indemnity is sustained. |
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The COMPANY is not required to issue its indemnity for any portion of a loss of securities which is not covered by this Bond; however, the COMPANY may do so as a courtesy to the ASSURED and at its sole discretion. |
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The ASSURED shall pay the proportion of the Companys premium charge for the Companys indemnity as set forth in Section 10.a., b., and c. No portion of the LIMIT OF LIABILITY shall be used as payment of premium for any indemnity purchased by the ASSURED to obtain replacement securities. |
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Subrogation - Assignment Recovery |
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11. |
In the event of a payment under this Bond, the COMPANY shall be subrogated to all of the ASSUREDS rights of recovery against any person or entity to the extent of such payment. On request, the ASSURED shall deliver to the COMPANY an assignment of the ASSUREDS rights, title and interest and causes of action against any person or entity to the extent of such payment. |
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Recoveries, whether effected by the COMPANY or by the ASSURED, shall be applied net of the expense of such recovery in the following order: |
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a. first, to the satisfaction of the ASSUREDS loss which would otherwise have been paid but for the fact that it is in excess of the applicable LIMIT OF LIABILITY, |
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b. second, to the COMPANY in satisfaction of amounts paid in settlement of the ASSUREDS claim, |
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c. third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE AMOUNT, and |
Subrogation - Assignment Recovery (continued) |
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d. fourth, to the ASSURED in satisfaction of any loss suffered by the ASSURED which was not covered under this Bond. |
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Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a recovery under this section. |
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Cooperation Of Assured |
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12. |
At the COMPANYS request and at reasonable times and places designated by the COMPANY, the ASSURED shall: |
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a. submit to examination by the COMPANY and subscribe to the same under oath, |
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b. produce for the COMPANYS examination all pertinent records, and |
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c. cooperate with the COMPANY in all matters pertaining to the loss. |
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The ASSURED shall execute all papers and render assistance to secure to the COMPANY the rights and causes of action provided for under this Bond. The ASSURED shall do nothing after loss to prejudice such rights or causes of action. |
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Termination |
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13. |
If the Bond is for a sole ASSURED, it shall not be terminated unless written notice shall have been given by the acting party to the affected party and to the Securities and Exchange Commission, Washington, D.C., not less than sixty (60) days prior to the effective date of such termination. |
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If the Bond is for a joint ASSURED, it shall not be terminated unless written notice shall have been given by the acting party to the affected party, and by the COMPANY to all ASSURED Investment Companies and to the Securities and Exchange Commission, Washington, D.C., not less than sixty (60) days prior to the effective date of such termination. |
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This Bond will terminate as to any one ASSURED, other than an Investment Company: |
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a. immediately on the taking over of such ASSURED by a receiver or other liquidator or by State or Federal officials, or |
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b. immediately on the filing of a petition under any State or Federal statute relative to bankruptcy or reorganization of the ASSURED, or assignment for the benefit of creditors of the ASSURED, or |
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c. immediately upon such ASSURED ceasing to exist, whether through merger into another entity, disposition of all of its assets or otherwise. |
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The COMPANY shall refund the unearned premium computed at short rates in accordance with the standard short rate cancellation tables if terminated by the ASSURED or pro rata if terminated for any other reason. |
Termination (continued) |
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If any partner, director, trustee, or officer or supervisory employee of an ASSURED not acting in collusion with an Employee learns of any dishonest act committed by such Employee at any time, whether in the employment of the ASSURED or otherwise, whether or not such act is of the type covered under this Bond, and whether against the ASSURED or any other person or entity, the ASSURED: |
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a. shall immediately remove such Employee from a position that would enable such Employee to cause the ASSURED to suffer a loss covered by this Bond; and |
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b. within forty-eight (48) hours of learning that an Employee has committed any dishonest act, shall notify the COMPANY, of such action and provide full particulars of such dishonest act. |
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The COMPANY may terminate coverage as respects any Employee sixty (60) days after written notice is received by each ASSURED Investment Company and the Securities and Exchange Commission, Washington, D.C. of its desire to terminate this Bond as to such Employee. |
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Other Insurance |
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14. |
Coverage under this Bond shall apply only as excess over any valid and collectible insurance, indemnity or suretyship obtained by or on behalf of: |
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a. the ASSURED, |
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b. a Transportation Company, or |
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c. another entity on whose premises the loss occurred or which employed the person causing the loss or engaged the messenger conveying the Property involved. |
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Conformity |
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15. |
If any limitation within this Bond is prohibited by any law controlling this Bonds construction, such limitation shall be deemed to be amended so as to equal the minimum period of limitation provided by such law. |
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Change or Modification |
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16. |
This Bond or any instrument amending or affecting this Bond may not be changed or modified orally. No change in or modification of this Bond shall be effective except when made by written endorsement to this Bond signed by an authorized representative of the COMPANY. |
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If this Bond is for a sole ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to the Securities and Exchange Commission, Washington, D.C., by the acting party. |
Change or Modification (continued) |
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If this Bond is for a joint ASSURED, no charge or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and to the Securities and Exchange Commission, Washington, D.C., by the COMPANY. |
ENDORSEMENT/RIDER
Effective date of |
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this endorsement/rider: October 4, 2016 |
FEDERAL INSURANCE COMPANY | |
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Endorsement/Rider No. |
1 |
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To be attached to and |
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form a part of Bond No. |
82472911 |
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Issued to: MAIN STREET CAPITAL CORPORATION |
DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION ENDORSEMENT
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
1. |
The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety. |
2. |
The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced with the following: |
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If this Bond is for a joint ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and the Securities and Exchange Commission, Washington, D.C., by the COMPANY. |
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.
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17-02-2437 (12/2006) rev.
ENDORSEMENT/RIDER
Effective date of |
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this endorsement/rider: October 4, 2016 |
FEDERAL INSURANCE COMPANY | |
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Endorsement/Rider No. |
2 |
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To be attached to and |
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form a part of Policy No. |
82472911 |
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Issued to: MAIN STREET CAPITAL CORPORATION | ||
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COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS |
It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the coverage provided by this insurance.
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.
All other terms, conditions and limitations of this Policy shall remain unchanged.
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14-02-9228 (2/2010)
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FEDERAL INSURANCE COMPANY | |
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Endorsement No: |
3 |
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Bond Number: |
82472911 |
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NAME OF ASSURED: MAIN STREET CAPITAL CORPORATION |
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NAME OF ASSURED ENDORSEMENT
It is agreed that the NAME OF ASSURED in the DECLARATIONS is amended to read as follows:
· Main Street Capital Corporation
· Main Street Capital Partners, LLC
· Main Street Mezzanine Management, LLC
· Main Street Mezzanine Fund, LP
· Main Street Capital II, LP
· Main Street Capital III, LP
· Main Street Capital II GP, LLC
· Main Street Capital III GP, LLC
· MSCII Equity Interests, LLC
· Main Street Equity Interests, Inc.
· MSC Adviser I, LLC
· BIGTS Loan Servicing, LLC
This Endorsement applies to loss discovered after 12:01 a.m. on October 4, 2016.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
Date: October 6, 2016 |
By |
ICAP Bond
Form 17-02-0949 (Rev. 1-97)
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FEDERAL INSURANCE COMPANY | |
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Endorsement No.: |
4 |
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Bond Number: |
82472911 |
NAME OF ASSURED: MAIN STREET CAPITAL CORPORATION
EXTENDED COMPUTER SYSTEMS ENDORSEMENT
It is agreed that this Bond is amended as follows: | |||
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1 . |
By adding the following INSURING CLAUSE: | ||
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12. Extended Computer Systems | ||
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A. |
Electronic Data, Electronic Media, Electronic Instruction | |
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Loss resulting directly from: | |
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(1) |
the fraudulent modification of Electronic Data, Electronic Media or Electronic Instruction being stored within or being run within any system covered under this INSURING CLAUSE, |
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(2) |
robbery, burglary, larceny or theft of Electronic Data, Electronic Media or Electronic Instructions, |
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(3) |
the acts of a hacker causing damage or destruction of Electronic Data, Electronic Media or Electronic Instruction owned by the ASSURED or for which the ASSURED is legally liable, while stored within a Computer System covered under this INSURING CLAUSE, or |
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(4) |
the damage or destruction of Electronic Data, Electronic Media or Electronic Instruction owned by the ASSURED or for which the ASSURED is legally liable while stored within a Computer System covered under INSURING CLAUSE 8, provided such damage or destruction was caused by a computer program or similar instruction which was written or altered to intentionally incorporate a hidden instruction designed to damage or destroy Electronic Data, Electronic Media, or Electronic Instruction in the Computer System in which the computer program or instruction so written or so altered is used. |
ICAP2 Bond |
Form 17-02-2976 (Ed. 1-02) |
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B. |
Electronic Communication | |
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Loss resulting directly from the ASSURED having transferred, paid or delivered any funds or property, established any credit, debited any account or given any value on the faith of any electronic communications directed to the ASSURED, which were transmitted or appear to have been transmitted through: | |
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(1) |
an Electronic Communication System, |
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(2) |
an automated clearing house or custodian, or |
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(3) |
a Telex, TWX, or similar means of communication, |
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directly into the ASSUREDS Computer System or Communication Terminal, and fraudulently purport to have been sent by a customer, automated clearing house, custodian, or financial institution, but which communications were either not sent by said customer, automated clearing house, custodian, or financial institution, or were fraudulently modified during physical transit of Electronic Media to the ASSURED or during electronic transmission to the ASSUREDS Computer System or Communication Terminal. | |
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C. |
Electronic Transmission | |
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Loss resulting directly from a customer of the ASSURED, any automated clearing house, custodian, or financial institution having transferred, paid or delivered any funds or property, established any credit, debited any account or given any value on the faith of any electronic communications, purporting to have been directed by the ASSURED to such customer, automated clearing house, custodian, or financial institution initiating, authorizing, or acknowledging, the transfer, payment, delivery or receipt of funds or property, which communications were transmitted through: | |
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(1) |
an Electronic Communication System, |
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(2) |
an automated clearing house or custodian, or |
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(3) |
a Telex, TWX, or similar means of communication, |
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directly into a Computer System or Communication Terminal of said customer, automated clearing house, custodian, or financial institution, and fraudulently purport to have been directed by the ASSURED, but which communications were either not sent by the ASSURED, or were fraudulently modified during physical transit of Electronic Media from the ASSURED or during electronic transmission from the ASSUREDS Computer System or Communication Terminal, and for which loss the ASSURED is held to be legally liable. |
2. |
By adding to Section 1., Definitions, the following: | ||
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r. |
Communication Terminal means a teletype, teleprinter or video display terminal, or similar device capable of sending or receiving information electronically. Communication Terminal does not mean a telephone. | |
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s. |
Electronic Communication System means electronic communication operations by Fedwire, Clearing House Interbank Payment System (CHIPS), Society of Worldwide International Financial Telecommunication (SWIFT), similar automated interbank communication systems, and Internet access facilities. | |
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t. |
Electronic Data means facts or information converted to a form usable in Computer Systems and which is stored on Electronic Media for use by computer programs. | |
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u. |
Electronic Instruction means computer programs converted to a form usable in a Computer System to act upon Electronic Data. | |
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v. |
Electronic Media means the magnetic tape, magnetic disk, optical disk, or any other bulk media on which data is recorded. | |
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3. |
By adding the following Section after Section 4., Specific Exclusions-Applicable to All INSURING CLAUSES except 1., 4., and 5.: | ||
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Section 4.A. Specific Exclusions-Applicable to INSURING CLAUSE 12 | ||
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This Bond does not directly or indirectly cover: | ||
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a. |
loss resulting directly or indirectly from Forged, altered or fraudulent negotiable instruments, securities, documents or written instruments used as source documentation in the preparation of Electronic Data; | |
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b. |
loss of negotiable instruments, securities, documents or written instruments except as converted to Electronic Data and then only in that converted form; | |
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c. |
loss resulting from mechanical failure, faulty construction, error in design, latent defect, wear or tear, gradual deterioration, electrical disturbance, Electronic Media failure or breakdown or any malfunction or error in programming or error or omission in processing; | |
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d. |
loss resulting directly or indirectly from the input of Electronic Data at an authorized electronic terminal of an Electronic Funds Transfer System or a Customer Communication System by a person who had authorized access from a customer to that customers authentication mechanism; or | |
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e. |
liability assumed by the ASSURED by agreement under any contract, unless such liability would have attached to the ASSURED even in the absence of such agreement; or | |
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f. |
loss resulting directly or indirectly from: | |
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(1) |
written instruction unless covered under this INSURING CLAUSE; or |
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(2) |
instruction by voice over the telephone, unless covered under this INSURING CLAUSE. |
4. |
By adding to Section 9., Valuation, the following: | |
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Electronic Data, Electronic Media, Or Electronic Instruction | |
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In case of loss of, or damage to, Electronic Data, Electronic Media or Electronic Instruction used by the ASSURED in its business, the COMPANY shall be liable under this Bond only if such items are actually reproduced form other Electronic Data, Electronic Media or Electronic Instruction of the same kind or quality and then for not more than the cost of the blank media and/or the cost of labor for the actual transcription or copying of data which shall have been furnished by the ASSURED in order to reproduce such Electronic Data, Electronic Media or Electronic Instruction subject to the applicable SINGLE LOSS LIMIT OF LIABILITY. | |
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However, if such Electronic Data can not be reproduced and said Electronic Data represents Securities or financial instruments having a value, then the loss will be valued as indicated in the SECURITIES and OTHER PROPERTY paragraphs of this Section. |
This Endorsement applies to loss discovered after 12:01 a.m. on October 4, 2016.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
Date: October 6, 2016 |
By |
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FEDERAL INSURANCE COMPANY |
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Endorsement No. |
5 |
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Bond Number: |
82472911 |
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NAME OF ASSURED: MAIN STREET CAPITAL CORPORATION
REVISE ITEM 2. ENDORSEMENT
It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and substituting the following:
ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:
If Not Covered is inserted below opposite any specified INSURING CLAUSE,such INSURING CLAUSE and any other reference to such INSURING CLAUSE in this Bond shall be deemed to be deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any Investment Company.
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SINGLE LOSS |
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DEDUCTIBLE |
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INSURING CLAUSE |
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LIMIT OF LIABILITY |
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AMOUNT |
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1. |
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Employee |
$ |
10,000,000 |
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$ |
0 |
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2. |
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On Premises |
$ |
10,000,000 |
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$ |
100,000 |
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3. |
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In Transit |
$ |
10,000,000 |
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$ |
100,000 |
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4. |
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Forgery or Alteration |
$ |
10,000,000 |
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$ |
100,000 |
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5. |
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Extended Forgery |
$ |
10,000,000 |
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$ |
100,000 |
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6. |
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Counterfeit Money |
$ |
10,000,000 |
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$ |
100,000 |
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7. |
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Threats to Person |
$ |
10,000,000 |
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$ |
100,000 |
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8. |
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Computer System |
$ |
10,000,000 |
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$ |
100,000 |
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9. |
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Voice Initiated Funds Transfer Instruction |
$ |
10,000,000 |
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$ |
100,000 |
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10. |
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Uncollectible Items of Deposit |
$ |
n/a |
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$ |
n/a |
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11. |
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Audit Expense |
$ |
n/a |
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$ |
n/a |
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12. |
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Extended Computer System |
$ |
10,000,000 |
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$ |
100,000 |
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This Endorsement applies to loss discovered after 12:01 a.m. on October 4, 2016.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
Date: October 6, 2016 |
By |
ICAP Bond
Form 17-02-1582 (Ed. 5-98)
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FEDERAL INSURANCE COMPANY |
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Endorsement No: |
6 |
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BOND Number: |
82472911 |
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NAME OF ASSURED: MAIN STREET CAPITAL CORPORATION
TEXAS AMENDATORY ENDORSEMENT
It is agreed that this BOND is amended by adding an additional paragraph to Section 13.,Termination, as follows:
The COMPANY may not terminate or refuse to renew this BOND solely because the ASSURED is an elected official.
This Endorsement applies to loss discovered after 12:01 a.m. on October 4, 2016.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
Date: October 6, 2016 |
By |
State Amendatory-General Use Form 17-02-1429 (Ed. 1-97)
Policyholder Information Notice | ||
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IMPORTANT NOTICE |
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AVISO IMPORTANTE |
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To obtain information or make a complaint: |
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Para obtener información o para someter una queja: |
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You may call Chubbs toll-free telephone number for information or to make a complaint at |
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Usted puede llamar al número de teléfono gratis de Chubbs para información o para someter una queja al |
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1-800-36-CHUBB |
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1-800-36-CHUBB |
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You may contact the Texas Department of Insurance to obtain the information on companies, coverages, rights or complaints at |
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Puede comunicarse con el Departamento de Seguros de Texas para obtener información acerca de compañias coberturas, derechos o quejas al |
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(512) 676-6000 or (800) 578-4677 |
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(512) 676-6000 or (800) 578-4677 |
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You may write the Texas Department of Insurance |
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Puede escribir al Departamento de Seguros de Texas |
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P.O. Box 149104 |
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P.O. Box 149104 |
Austin, TX 78714-9104 |
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Austin TX 78714-9104 |
Fax # (512) 475-1771 |
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FAX # (512) 475-1771 |
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You may email the Texas Department of Insurance at: |
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Puede correo electrónico Departamento de Seguros de Texas al: |
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consumerprotection@tdi.texas.gov |
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consumerprotection@tdi.texas.gov |
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You may visit the Texas Department of Insurances website at: |
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Puede visitar el Departamento de Seguros de Texas en el sitio web de: |
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www.tdi.texas.gov |
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www.tdi.texas.gov |
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PREMIUM OR CLAIM DISPUTES |
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DISPUTAS SOBRE PRIMAS O RECLAMOS: |
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Should you have a dispute concerning your premium or about a claim you should contact the agent first. If the dispute is not resolved, you may contact the Texas Department of Insurance. |
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Si tiene una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente primero. Si no se resueve la disputa, puede entonces comunicarse con el departamento (TDI). |
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ATTACH THIS NOTICE TO YOUR POLICY: |
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UNA ESTE AVISO A SU POLIZA: |
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This notice is for information only and does not become a part or condition of the attached document. |
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Este aviso es solo para proposito de información y no se convierte en parte o condicion del documento adjunto. |
99-10-0299 (01/2015)
Important Notice:
The SEC Requires Proof of Your Fidelity Insurance Policy
Your company is now required to file an electronic copy of your fidelity insurance coverage (Chubbs ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.
Chubb is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how to submit this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker shortly.
The electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage as set forth in the paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.
If you have any questions, please contact your agent or broker.
Form 14-02-12160 (ed. 7/2006)
IMPORTANT NOTICE TO POLICYHOLDERS
All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter Chubb) distribute their products through licensed insurance brokers and agents (producers). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from your producer.
Thank you for choosing Chubb.
10-02-1295 (ed. 6/2007)
POLICYHOLDER
DISCLOSURE NOTICE OF
TERRORISM INSURANCE COVERAGE
(for policies with no terrorism exclusion or sublimit)
Insuring Company: FEDERAL INSURANCE
COMPANY
You are hereby notified that, under the Terrorism Risk Insurance Act (the Act), this policy makes available to you insurance for losses arising out of certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.
You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage. Beginning in 2016, the Federal share will be reduced by 1% per year until it reaches 80%, where it will remain.
However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion.
10-02-1281 (Ed. 03/2015)
If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury.
The portion of your policys annual premium that is attributable to insurance for such acts of terrorism is: $ -0-.
If you have any questions about this notice, please contact your agent or broker.