New
York
Menlo
Park
Washington
DC
London
Paris
|
Madrid
Tokyo
Beijing
Hong
Kong
|
Jeffrey
Pohlman
|
|
Davis
Polk & Wardwell LLP
450
Lexington Avenue
New
York, NY 10017
|
212
450 4078 tel
212
701 5078 fax
jeffrey.pohlman@davispolk.com
|
Re:
|
Investment
Company Asset Protection Bond
|
File
Nos.
|
Securities
Act File No. 333-138051
Securities
Exchange Act File No. 001-33376
Investment
Company Act File No. 814-00732
|
|
(i)
|
A copy of the
investment company asset protection bond (the “Bond”) covering GSC
Investment Corp. in the amount of $750,000.00 and Endorsements 1-3
thereto; and
|
|
(ii)
|
Form of
resolution of a majority of the Directors who are not “interested” persons
of the Company approving the amount, type, form and coverage of the
Bond.
|
Jeffrey
Pohlman, Esq.
|
David
Goret
Eric
Rubenfeld
|
DECLARATIONS
|
||
FINANCIAL
INSTITUTION INVESTMENT
|
||
15
Mountain View Road, Warren, New Jersey 07059
|
COMPANY
ASSET PROTECTION BOND
|
|
NAME OF
ASSURED (including its Subsidiaries):
|
Bond Number:
82126585
|
|
GSC
INVESTMENT CORP.
|
||
FEDERAL
INSURANCE COMPANY
|
||
888 7TH
AVENUE
NEW YORK, NY
10019
|
Incorporated
under the laws of Indiana
a
stock insurance company herein called the COMPANY
Capital
Center, 251 North Illinois, Suite 1100
Indianapolis,
IN 46204-1927
|
ITEM
1.
|
BOND
PERIOD:
|
from
|
12:01 a.m. on |
April 7,
2009
|
to
|
12:01 a.m. on |
April 7,
2010
|
ITEM
2.
|
LIMITS OF
LIABILITY--DEDUCTIBLE AMOUNTS:
|
DEDUCTIBLE
|
|||||||
INSURING
CLAUSE
|
LIMIT OF
LIABILITY
|
AMOUNT
|
|||||
1
.
|
Employee
|
$
|
750,000
|
$
|
0
|
||
2
.
|
On
Premises
|
$
|
750,000
|
$
|
50,000
|
||
3
.
|
In
Transit
|
$
|
750,000
|
$
|
50,000
|
||
4
.
|
Forgery or
Alteration
|
$
|
750,000
|
$
|
50,000
|
||
5
.
|
Extended
Forgery
|
$
|
750,000
|
$
|
50,000
|
||
6
.
|
Counterfeit
Money
|
$
|
750,000
|
$
|
50,000
|
||
7
.
|
Threats to
Person
|
$
|
750,000
|
$
|
50,000
|
||
8
.
|
Computer
System
|
$
|
750,000
|
$
|
50,000
|
||
9
.
|
Voice
Initiated Funds Transfer Instruction
|
$
|
750,000
|
$
|
50,000
|
||
10
.
|
Uncollectible
Items of Deposit
|
$
|
750,000
|
$
|
50,000
|
||
11
.
|
Audit
Expense
|
$
|
50,000
|
$
|
5,000
|
ITEM
3.
|
THE LIABILITY OF THE COMPANY IS
ALSO SUBJECT TO THE TERMS OF THE FOLLOWING ENDORSEMENTS EXECUTED
SIMULTANEOUSLY HEREWITH:
|
1 - 3 |
Form
17-02-1421 (Ed. 5-98) Page 1 of
1
|
The COMPANY,
in consideration of payment of the required premium, and in reliance on
the APPLICATION and all other statements made and information furnished to
the COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of
this Bond and to all other terms and conditions of this Bond, agrees to
pay the ASSURED
|
||
for:
|
||
Insuring
Clauses
|
||
Employee
|
1
.
|
Loss
resulting directly from Larceny or Embezzlement committed
by any Employee,
alone or in collusion with others.
|
On
Premises
|
2
.
|
Loss of Property resulting
directly from robbery, burglary, false pretenses, common law or statutory
larceny, misplacement, mysterious unexplainable disappearance, damage,
destruction or removal, from the possession, custody or control of the
ASSURED, while such Property is lodged or
deposited at premises located anywhere.
|
|
In
Transit
|
3
.
|
Loss of Property resulting
directly from common law or statutory larceny, misplacement, mysterious
unexplainable disappearance, damage or destruction, while the Property is in transit
anywhere:
|
|
a.
|
in an armored
motor vehicle, including loading and unloading thereof,
|
||
|
|||
b.
|
in the
custody of a natural person acting as a messenger of the ASSURED, or
|
||
|
|||
c.
|
in the
custody of a Transportation Company
and being transported in a conveyance
other than an armored motor vehicle provided, however, that covered Property transported in
such manner is limited to the following:
|
||
|
(1
)
|
written
records,
|
|
(2
)
|
securities
issued in registered form, which are not endorsed or are
restrictively
endorsed, or
|
||
(3
)
|
negotiable
instruments not payable to bearer, which are not endorsed
or are
restrictively endorsed.
|
||
Coverage under this INSURING
CLAUSE begins immediately on the receipt of such Property by the natural person or Transportation Company and ends immediately on delivery
to the premises of the addressee or to any representative of the addressee
located anywhere.
|
Forgery
Or Alteration
|
4
.
|
Loss
resulting directly from:
|
a.
|
Forgery on, or fraudulent material
alteration of, any bills of exchange, checks, drafts, acceptances,
certificates of deposits, promissory notes, due bills, money orders,
orders upon public treasuries, letters of credit, other written promises,
orders or directions to pay sums certain in money, or receipts for the
withdrawal of Property,
or
|
||
b.
|
transferring,
paying or delivering any funds or other Property, or establishing any credit or
giving any value in reliance on any written instructions, advices or
applications directed to the ASSURED authorizing or acknowledging the
transfer, payment, delivery or receipt of funds or other Property, which instructions, advices or
applications fraudulently purport to bear the handwritten signature of any
customer of the ASSURED, or shareholder or subscriber to shares of an
Investment Company, or of any
financial institution or Employee
but which instructions, advices or applications either bear a Forgery or have been fraudulently
materially altered without the knowledge and consent of such customer,
shareholder, subscriber, financial institution or Employee;
|
||
excluding,
however, under this INSURING CLAUSE any loss covered under INSURING CLAUSE
5. of this Bond, whether or not coverage for INSURING CLAUSE 5. is
provided for in the DECLARATIONS of this Bond.
|
|||
For the
purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
signature is treated the same as a handwritten
signature.
|
Extended
Forgery
|
5
.
|
Loss
resulting directly from the ASSURED having, in good faith, and in the
ordinary course of business, for its own account or the account of others
in any capacity:
|
a.
|
acquired,
accepted or received, accepted or received, sold or delivered, or given
value, extended credit or assumed liability, in reliance on any
original Securities,
documents or other written instruments which prove
to:
|
||
(1)
|
bear a Forgery or a
fraudulently material alteration,
|
||
(2)
|
have been
lost or stolen, or
|
||
(3)
|
be Counterfeit,
or
|
||
b.
|
guaranteed in
writing or witnessed any signatures on any transfer, assignment, bill of
sale, power of attorney, guarantee, endorsement or other obligation upon
or in connection with any Securities, documents or other
written instruments.
|
||
Actual
physical possession, and continued actual physical possession if taken as
collateral, of such Securities, documents or other
written instruments by an Employee, Custodian, or
a Federal or State chartered deposit institution of the ASSURED is a
condition precedent to the ASSURED having relied on such items. Release or
return of such collateral is an acknowledgment by the ASSURED that it no
longer relies on such
collateral.
|
ICAP Bond
(5-98)
|
Form
17-02-1421 (Ed. 5-98) Page 2
of 19
|
Insuring
Clauses
|
|||
Extended
Forgery
(continued)
|
For the
purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
signature is
treated the same as a handwritten signature.
|
||
Counterfeit
Money
|
6 . |
Loss
resulting directly from the receipt by the ASSURED in good faith of any
Counterfeit
money.
|
|
Threats
To Person
|
7 . |
Loss
resulting directly from surrender of Property away from an
office of the ASSURED as a
result of a threat communicated to the ASSURED to do bodily harm to an
Employee as
defined in Section 1.e. (1), (2) and (5), a Relative or invitee of
such Employee, or
a resident of the household of such Employee, who
is, or
allegedly is, being held captive provided, however, that prior to the
surrender
of such Property:
|
|
a.
|
the Employee who receives
the threat has made a reasonable effort to notify an
officer of the ASSURED who is not involved in such threat,
and
|
||
b.
|
the ASSURED
has made a reasonable effort to notify the Federal Bureau of Investigation
and local law enforcement authorities concerning such
threat.
|
||
It is agreed
that for purposes of this INSURING CLAUSE, any Employee of the
ASSURED, as
set forth in the preceding paragraph, shall be deemed to be an
ASSURED
hereunder, but only with respect to the surrender of money, securities
and other
tangible personal property in which such Employee has a legal or
equitable
interest.
|
|||
Computer
System
|
8 . |
Loss
resulting directly from fraudulent:
|
a.
|
entries of data into, or | ||
b.
|
changes of data elements or programs within, | ||
a Computer System,
provided the fraudulent entry or change causes:
|
|||
(1
)
|
funds or
other property to be transferred, paid or delivered,
|
||
(2
)
|
an account of
the ASSURED or of its customer to be added, deleted, debited or credited,
or
|
||
(3
)
|
an
unauthorized account or a fictitious account to be debited or
credited.
|
ICAP Bond
(5-98)
|
Form
17-02-1421 (Ed. 5-98) Page
3 of 19
|
Insuring
Clauses
|
(continued)
|
Voice
Initiated Funds
Transfer
Instruction
|
9
.
|
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 Customer's account,
provided such Voice
Initiated Funds Transfer Instruction was:
|
|
a.
|
received at
the ASSURED'S offices by those Employees of the ASSURED
specifically authorized to receive the Voice Initiated Funds Transfer
Instruction,
|
||
b.
|
made by a
person purporting to be a Customer,
and
|
||
c.
|
made by said
person for the purpose of causing the ASSURED or Customer to sustain a
loss or making an improper personal financial gain for such person or any
other person.
|
||
In order for
coverage to apply under this INSURING CLAUSE, all Voice Initiated Funds Transfer
Instructions must be received and processed in accordance with the
Designated Procedures outlined in the APPLICATION furnished to the
COMPANY.
|
Uncollectible
Items of
Deposit |
10
.
|
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:
|
|
a.
|
redemptions
or withdrawals to be permitted,
|
||
b.
|
shares to be
issued, or
|
||
c.
|
dividends to
be paid, from an account of an Investment
Company.
|
||
In order for
coverage to apply under this INSURING CLAUSE, the ASSURED must hold Items of Deposit for the
minimum number of days stated in the APPLICATION before permitting any
redemptions or withdrawals, issuing any shares or paying any dividends
with respect to such Items of
Deposit.
|
|||
Items of Deposit shall
not be deemed uncollectible until the ASSURED'S standard collection
procedures have failed.
|
Audit
Expense
|
11
.
|
Expense
incurred by the ASSURED for that part of the cost of audits or
examinations required by any governmental regulatory authority or
self-regulatory organization to be conducted by such authority,
organization or their appointee by reason of the discovery of loss
sustained by the ASSURED and covered by this
Bond.
|
General
Agreements
|
|||
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: | |
(1
)
|
The total
liability of the COMPANY under this Bond for loss or losses sustained by
any one or more or all of them shall not exceed the limit for which the
COMPANY would be liable under this Bond if all such loss were sustained by
any one of them.
|
||
(2
)
|
Only the
first named ASSURED shall be deemed to be the sole agent of the others for
all purposes under this Bond, including but not limited to the giving or
receiving of any notice or proof required to be given and for the purpose
of
effecting or
accepting any amendments to or termination of this Bond. The COMPANY shall
furnish each Investment
Company with a copy of the Bond and with any amendment thereto,
together with a copy of each formal filing of claim by any other named
ASSURED and notification of the terms of the settlement of each such claim
prior to the execution of such settlement.
|
||
(3
)
|
The COMPANY
shall not be responsible for the proper application of any payment made
hereunder to the first named ASSURED.
|
||
(4
)
|
Knowledge
possessed or discovery made by any partner, director, trustee, officer or
supervisory employee of any ASSURED shall constitute knowledge or
discovery by all the ASSUREDS for the purposes of this
Bond.
|
||
(5
)
|
If the first
named ASSURED ceases for any reason to be covered under this Bond, then
the ASSURED next named on the APPLICATION shall thereafter be considered
as the first named ASSURED for the purposes of this
Bond.
|
||
Representation
Made By
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. | |
The ASSURED must promptly notify the COMPANY of any change in any fact or circumstance which materially affects the risk assumed by the COMPANY under this Bond. | |||
Any intentional misrepresentation, omission, concealment or incorrect statement of a material fact, in the APPLICATION or otherwise, shall be grounds for recision of this Bond. |
General
Agreements
|
|||
(continued)
|
|||
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: | |
(1
)
|
occurred or
will occur on premises, or
|
||
(2
)
|
been caused
or will be caused by an employee, or
|
||
(3
)
|
arisen or
will arise out of the assets or liabilities, of such
institution, unless the ASSURED:
|
||
a.
|
gives the
COMPANY written notice of the proposed consolidation, merger or
purchase or
acquisition of assets or liabilities prior to the proposed effective
date of such
action, and
|
||
b.
|
obtains the
written consent of the COMPANY to extend some or all of the coverage
provided by this Bond to such additional exposure, and
|
||
c.
|
on obtaining
such consent, pays to the COMPANY an additional
premium.
|
||
Change
Of Control -
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: | |
(1
)
|
the names of
the transferors and transferees (or the names of the beneficial
owners if the
voting securities are registered in another name),
|
||
(2
)
|
the total
number of voting securities owned by the transferors and the transferees
(or the beneficial owners), both immediately before and after the
transfer,
and
|
||
(3
)
|
the total
number of outstanding voting securities. Failure to
give the required notice shall result in termination of coverage for
any
loss
involving a transferee, to be effective on the date of such change in
control.
|
||
Court
Costs And
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: | |
(1
)
|
an Employee admits to being guilty of Larceny or
Embezzlement,
|
||
(2
)
|
an Employee is adjudicated to be guilty of
Larceny or Embezzlement,
or
|
Court
Costs And
Attorneys’
Fees
(continued)
|
(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.
|
|
The ASSURED
shall promptly give notice to the COMPANY of any such suit or legal
proceeding and at the request of the COMPANY shall furnish copies of all
pleadings and pertinent papers to the COMPANY. The COMPANY may, at its
sole option, elect to conduct the defense of all or part of such legal
proceeding. The defense by the COMPANY shall be in the name of the ASSURED
through attorneys selected by the COMPANY. The ASSURED shall provide all
reasonable information and assistance as required by the COMPANY for such
defense.
If
the COMPANY declines to defend the ASSURED, no settlement without the
prior written consent of the COMPANY nor judgment against the ASSURED
shall determine the existence, extent or amount of coverage under this
Bond.
If
the amount demanded in any such suit or legal proceeding is within the
DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court
costs and attorney's fees incurred in defending all or part of such suit
or legal proceeding.
If
the amount demanded in any such suit or legal proceeding is in excess of
the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the
applicable INSURING CLAUSE, the COMPANY'S liability for court costs and
attorney's fees incurred in defending all or part of such suit or legal
proceedings is limited to the proportion of such court costs and
attorney's fees incurred that the LIMIT OF LIABILITY stated in ITEM 2. of
the DECLARATIONS for the applicable INSURING CLAUSE bears to the total of
the amount demanded in such suit or legal proceeding.
If
the amount demanded is any such suit or legal proceeding is in excess of
the DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in
ITEM 2. of the
DECLARATIONS for the applicable INSURING CLAUSE, the COMPANY'S liability
for court costs and attorney's fees incurred in defending all or part of
such suit or legal proceedings shall be limited to the proportion of such
court costs or attorney's fees that the amount demanded that would be
payable under this Bond after application of the DEDUCTIBLE AMOUNT, bears
to the total amount demanded.
Amounts paid
by the COMPANY for court costs and attorneys' fees shall be in addition to
the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.
|
Definitions
|
1
.
|
As used in this Bond: | |
a.
|
Computer System means a computer and all input, output, processing, storage, off-line media libraries, and communication facilities which are connected to the computer and which are under the control and supervision of the operating system(s) or application(s) software used by the ASSURED. | ||
b.
|
Counterfeit means an imitation of an actual valid original which is intended to deceive and be taken as the original. | ||
c.
|
Custodian means the institution designated by an Investment Company to maintain possession and control of its assets. | ||
d.
|
Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction. | ||
e.
|
Employee means: | ||
(1
)
|
an officer of
the ASSURED,
|
||
(2
)
|
a natural
person while in the regular service of the ASSURED at any of the ASSURED'S
premises and compensated directly by the ASSURED through its payroll
system and subject to the United States Internal Revenue Service Form W-2
or equivalent income reporting plans of other countries, and whom the
ASSURED has the right to control and direct both as to the result to be
accomplished and details and means by which such result is accomplished in
the performance of such service,
|
||
(3
)
|
a guest
student pursuing studies or performing duties in any of the ASSURED'S
premises,
|
||
(4
)
|
an attorney
retained by the ASSURED and an employee of such attorney
while either is performing legal services for the
ASSURED,
|
||
(5
)
|
a natural
person provided by an employment contractor to perform employee
duties for the ASSURED under the ASSURED'S supervision at any of the
ASSURED'S premises,
|
||
(6
)
|
an employee
of an institution merged or consolidated with the ASSURED prior
to the effective date of this Bond,
|
||
(7
)
|
a director or
trustee of the ASSURED, but only while performing acts within the
scope of the customary and usual duties of any officer or other
employee of the ASSURED or while acting as a member of any committee
duly elected or appointed to examine or audit or have custody of or
access to Property of the ASSURED,
or
|
Conditions
And
|
|||
Limitations
|
|||
Definitions
(continued)
|
(8
)
|
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:
|
|
a.
|
creating,
preparing, modifying or maintaining the ASSURED'S
computer
software or programs, or
|
||
b.
|
acting as
transfer agent or in any other agency capacity in issuing checks, drafts
or securities for the
ASSURED,
|
(9
)
|
any partner,
officer or employee of an investment advisor, an underwriter
(distributor), a transfer agent or shareholder accounting recordkeeper, or
an administrator, for an Investment
Company while performing acts coming within the scope of the
customary and usual duties of an officer or employee of an Investment Company or acting as a member
of any committee duly elected or appointed to examine, audit or have
custody of or access to Property of
an Investment Company.
The term
Employee shall not include any
partner, officer or employee of a transfer agent, shareholder accounting
recordkeeper or administrator:
|
||
a.
|
which is not
an "affiliated person" (as defined in Section 2(a) of the Investment
Company Act of 1940) of an Investment
Company or of the investment advisor or underwriter (distributor)
of such Investment Company,
or
|
||
b.
|
which is a
"bank" (as defined in Section 2(a) of the Investment Company Act of 1940).
This Bond does not afford coverage in favor of the employers of persons as
set forth in e. (4), (5) and (8) above, and upon payment to the ASSURED by
the COMPANY resulting directly from Larceny or Embezzlement committed by any
of the partners, officers or employees of such employers, whether acting
alone or in collusion with others, an assignment of such of the ASSURED'S
rights and causes of action as it may have against such employers by
reason of such acts so committed shall, to the extent of such payment, be
given by the ASSURED to
the COMPANY, and the ASSURED shall execute all papers necessary to secure
to the COMPANY the rights provided for herein.
|
||
Each employer
of persons as set forth in e.(4), (5) and (8) above and the partners,
officers and other employees of such employers shall collectively be
deemed to be one person for all the purposes of this Bond; excepting,
however, the fifth paragraph of Section 13.
|
|||
Independent
contractors not specified in e.(4), (5) or (8) above, intermediaries,
agents, brokers or other representatives of the same general character
shall not be considered Employees.
|
Conditions
And
|
||
Limitations
|
||
Definitions
(continued)
|
f.
|
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 one's
own name, with or without authority, in any capacity for any
purpose.
|
g.
|
Investment Company means
any investment company registered under the Investment Company Act of 1940
and listed under the NAME OF ASSURED on the
DECLARATIONS.
|
|
h.
|
Items of Deposit means
one or more checks or drafts drawn upon a financial institution in the
United States of America.
|
|
i.
|
Larceny or Embezzlement
means larceny or embezzlement as defined in Section 37 of the Investment
Company Act of 1940.
|
|
j.
|
Property means money,
revenue and other stamps; securities; including any note, stock, treasury
stock, bond, debenture, evidence of indebtedness, certificate of deposit,
certificate of interest or participation in any profit-sharing agreement,
collateral trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting trust certificate,
certificate of deposit for a security, fractional undivided interest in
oil, gas, or other mineral
rights, any interest or instruments commonly known as a security under the
Investment Company Act of 1940, any other certificate of interest or
participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase any of the
foregoing; bills of exchange; acceptances; checks; withdrawal orders;
money orders; travelers' letters of credit; bills of lading; abstracts of
title; insurance policies, deeds, mortgages on real estate and/or upon
chattels and interests therein; assignments of such policies, deeds or
mortgages; other valuable papers, including books of accounts and other
records used by the ASSURED in the conduct of its business (but excluding
all electronic data processing records); and, all other instruments
similar to or in the nature of the foregoing in which the ASSURED acquired
an interest at the time of the ASSURED'S consolidation or merger with, or
purchase of the principal assets of, a predecessor or which are held by
the ASSURED for any purpose or in any capacity and whether so held
gratuitously or not and whether or not the ASSURED is liable
therefor.
|
|
k.
|
Relative means the
spouse of an Employee or partner of the ASSURED and any unmarried child
supported wholly by, or living in the home of, such Employee or partner and being related to
them by blood, marriage or legal guardianship.
|
|
l.
|
Securities, documents or other
written instruments means original (including original
counterparts) negotiable or non-negotiable instruments, or assignments
thereof, which in and of themselves represent an equitable interest,
ownership, or debt and which are in the ordinary course of business
transferable by delivery of such instruments with any necessary
endorsements or assignments.
|
Conditions
And
|
|||
Limitations
|
|||
Definitions
(continued)
|
|
m.
|
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.
|
n. |
Transportation Company
means any organization which provides its own or its leased
vehicles for transportation or which provides freight forwarding
or air
express services.
|
||
o. |
Voice Initiated Election
means any election concerning dividend options available to
Investment Company
shareholders or subscribers which is requested by
voice over the telephone.
|
||
p. |
Voice Initiated Redemption
means any redemption of shares issued by an Investment Company which
is requested by voice over the telephone.
|
||
q. |
Voice Initiated Funds Transfer
Instruction means any Voice Initiated
Redemption or Voice Initiated
Election.
|
||
For the
purposes of these definitions, the singular includes the plural and the
plural
includes the singular, unless otherwise
indicated.
|
General
Exclusions -
|
2.
|
This
bond does not directly or indirectly cover:
|
|
Applicable to All Insuring | |||
Clauses
|
a. |
loss not
reported to the COMPANY in writing within sixty (60) days after
termination
of this Bond as an entirety;
|
|
b. |
loss due to
riot or civil commotion outside the United States of America and
Canada, or
any loss due to military, naval or usurped power, war or insurrection.
This Section 2.b., however, shall not apply to loss which occurs
in transit in
the circumstances recited in INSURING CLAUSE 3., provided that when
such transit was initiated there was no knowledge on the part of
any person
acting for the ASSURED of such riot, civil commotion, military,
naval or
usurped power, war or insurrection;
|
||
c. |
loss
resulting from the effects of nuclear fission or fusion or
radioactivity;
|
||
d. |
loss of
potential income including, but not limited to, interest and dividends
not realized
by the ASSURED or by any customer of the ASSURED;
|
||
e. |
damages of
any type for which the ASSURED is legally liable, except compensatory
damages, but not multiples thereof, arising from a loss covered under
this Bond;
|
||
f.
|
costs, fees
and expenses incurred by the ASSURED in establishing the existence of
or amount of loss under this Bond, except to the extent covered
under
INSURING CLAUSE 11.;
|
||
g.
|
loss
resulting from indirect or consequential loss of any
nature;
|
||
Conditions
And
|
||||
Limitations
|
||||
General
Exclusions -
Applicable
to All Insuring
Clauses
|
h.
|
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;
|
||
(continued)
|
i.
|
loss, or that
part of any loss, resulting solely from any violation by the ASSURED or by
any Employee:
|
||
(1
)
|
of any law
regulating:
|
|||
a.
|
the issuance,
purchase or sale of securities,
|
|||
b.
|
securities
transactions on security or commodity exchanges or the over the
counter market,
|
|||
c.
|
investment
companies,
|
|||
d.
|
investment
advisors, or
|
|||
(2
)
|
of any rule
or regulation made pursuant to any such law; or
|
|||
j.
|
loss of confidential information, material or data; | |||
k. |
loss resulting from voice requests or instructions received over the telephone, provided however, this Section 2.k. shall not apply to INSURING CLAUSE 7. or 9. |
Specific
Exclusions -
|
3.
|
This
Bond does not directly or indirectly cover:
|
||
Applicable
To All Insuring
|
||||
Clauses
Except Insuring
Clause
1.
|
a.
|
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;
|
||
b.
|
loss through
the surrender of property away from premises of the ASSURED as a result
of a threat:
|
|||
(1
)
|
to do bodily
harm to any natural person, except loss of Property in transit in
the custody of any person acting as messenger of the ASSURED,
provided that when such transit was initiated there was no knowledge by
the ASSURED of any such threat, and provided further that this
Section 3.b. shall not apply to INSURING CLAUSE 7., or
|
|||
(2
)
|
to do damage
to the premises or Property of the
ASSURED;
|
|||
c.
|
loss
resulting from payments made or withdrawals from any account involving
erroneous credits to such account;
|
|||
d.
|
loss
involving Items of
Deposit which are not finally paid for any reason provided
however, that this Section 3.d. shall not apply to INSURING CLAUSE
10.;
|
|||
e.
|
loss of
property while in the mail;
|
Specific
Exclusions -
Applicable
To All Insuring
Clauses
Except Insuring
Clause
1.
(continued)
|
f.
|
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.
|
g.
|
loss of Property while in the
custody of a Transportation Company,
provided
however, that this Section 3.g. shall not apply to INSURING CLAUSE
3.;
|
|
h.
|
loss
resulting from entries or changes made by a natural person with
authorized
access to a Computer
System who acts in good faith on instructions,
unless such instructions are given to that person by a software
contractor or
its partner, officer, or employee authorized by the ASSURED to
design,
develop, prepare, supply, service, write or implement programs for
the ASSURED's
Computer System;
or
|
|
i.
|
loss
resulting directly or indirectly from the input of data into a Computer System terminal, either
on the premises of the customer of the ASSURED or under the
control of such a customer, by a customer or other person who had
authorized access to the customer's authentication
mechanism.
|
Specific
Exclusions -
|
4.
|
This bond
does not directly or indirectly cover:
|
|
Applicable
To All Insuring
|
|||
Clauses
Except Insuring
Clauses
1., 4., And 5.
|
a.
|
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.;
|
|
b.
|
loss
resulting from forgery or any alteration;
|
||
c.
|
loss
involving a counterfeit provided, however, this Section 4.c. shall not
apply to
INSURING CLAUSE 5. or 6.
|
||
Limit
Of Liability/Non-
Reduction
And Non-
Accumulation
Of Liability
|
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: | |
a.
|
any one act
of burglary, robbery or hold-up, or attempt thereat, in which no
Employee is concerned or implicated,
or
|
||
b.
|
any one
unintentional or negligent act on the part of any one person resulting in
damage to or destruction or misplacement of Property, or
|
||
c.
|
all acts,
other than those specified in a. above, of any one person,
or
|
Conditions
And
|
|||
Limitations
|
|||
Limit
Of Liability/Non-
Reduction
And Non-
Accumulation
Of Liability
(continued)
|
d.
|
any one
casualty or event other than those specified in a., b., or c. above,
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.
|
|
All acts, as
specified in c. above, of any one person which
|
|||
i.
|
directly or
indirectly aid in any way wrongful acts of any other person or
persons,
or
|
||
ii.
|
permit the
continuation of wrongful acts of any other person or
persons
|
||
whether such acts are committed with or without the knowledge of the wrongful acts of the person so aided, and whether such acts are committed with or without the intent to aid such other person, shall be deemed to be one loss with the wrongful acts of all persons so aided. | |||
Discovery
|
6
.
|
This Bond
applies only to loss first discovered by an officer of the ASSURED
during the
BOND PERIOD. Discovery occurs at the earlier of an officer of the
ASSURED being
aware of:
|
|
a.
|
facts which
may subsequently result in a loss of a type covered by this Bond,
or
|
||
b.
|
an actual or
potential claim in which it is alleged that the ASSURED is liable
to a third
party,
|
||
regardless of
when the act or acts causing or contributing to such loss occurred,
even though
the amount of loss does not exceed the applicable DEDUCTIBLE AMOUNT, or
the exact amount or details of loss may not then be
known.
|
|||
Notice
To Company -
Proof
- Legal Proceedings
Against
Company
|
7
.
|
a.
|
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.
|
b.
|
The ASSURED
shall furnish to the COMPANY proof of loss, duly sworn to,
with full
particulars within six (6) months after such discovery.
|
||
c.
|
Securities
listed in a proof of loss shall be identified by certificate or
bond
numbers, if
issued with them.
|
||
d.
|
Legal
proceedings for the recovery of any loss under this Bond shall not
be
brought prior
to the expiration of sixty (60) days after the proof of loss is
filed
with the
COMPANY or after the expiration of twenty-four (24) months
from
the discovery
of such loss.
|
||
e.
|
This Bond
affords coverage only in favor of the ASSURED. No claim,
suit,
action or
legal proceedings shall be brought under this Bond by anyone
other than
the ASSURED.
|
Conditions
And
|
|||
Limitations
|
|||
Notice
To Company -
Proof
- Legal Proceedings
Against
Company
(continued)
|
f.
|
Proof of loss
involving Voice Initiated
Funds Transfer Instruction shall include
electronic recordings of such
instructions.
|
Deductible
Amount
|
8
.
|
The COMPANY
shall not be liable under any INSURING CLAUSES of this Bond on account of
loss unless the amount of such loss, after deducting the net amount of all
reimbursement and/or recovery obtained or made by the ASSURED, other
than from any
Bond or policy of insurance issued by an insurance company and
covering such
loss, or by the COMPANY on account thereof prior to payment by
the COMPANY
of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in ITEM 3. of
the DECLARATIONS, and then for such excess only, but in no event
for more than
the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
DECLARATIONS.
There shall
be no deductible applicable to any loss under INSURING CLAUSE 1.
sustained by
any Investment
Company.
|
9 . |
BOOKS OF ACCOUNT OR OTHER
RECORDS
The value of
any loss of Property consisting of
books of account or other records used by the
ASSURED in the conduct of its business shall be the amount paid by
the ASSURED
for blank books, blank pages, or other materials which replace the
lost books of
account or other records, plus the cost of labor paid by the ASSURED for
the actual transcription or copying of data to reproduce such books
of account or
other records.
The value of
any loss of Property other than
books of account or other records used by the
ASSURED in the conduct of its business, for which a claim is made
shall be
determined by the average market value of such Property on the
business day
immediately preceding discovery of such loss provided, however,
that the
value of any Property replaced by the
ASSURED with the consent of the COMPANY and
prior to the settlement of any claim for such Property shall be the
actual market
value at the time of replacement.
In the case
of a loss of interim certificates, warrants, rights or other securities,
the production of
which is necessary to the exercise of subscription, conversion,
redemption or
deposit privileges, the value of them shall be the market value of
such
privileges immediately preceding their expiration if said loss is not
discovered until after
their expiration. If no market price is quoted for such Property or for
such
privileges, the value shall be fixed by agreement between the parties.
OTHER
PROPERTY
The value of
any loss of Property, other than as
stated above, shall be the actual cash value or
the cost of repairing or replacing such Property with Property of like quality
and value, whichever is less.
|
Securities
Settlement
|
10
.
|
In the event
of a loss of securities covered under this Bond, the COMPANY may, at its sole
discretion, purchase replacement securities, tender the value of the
securities in money, or issue its indemnity to effect replacement
securities.
The indemnity
required from the ASSURED under the terms of this Section against all
loss, cost or expense arising from the replacement of securities by the
COMPANY'S indemnity shall be:
|
a.
|
for
securities having a value less than or equal to the applicable
DEDUCTIBLE
AMOUNT - one hundred (100%) percent;
|
|
b.
|
for
securities having a value in excess of the DEDUCTIBLE AMOUNT but
within the
applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE
AMOUNT bears to the value of the securities;
|
|
c.
|
for
securities having a value greater than the applicable LIMIT OF
LIABILITY
|
|
- the
percentage that the DEDUCTIBLE AMOUNT and portion in excess of the
applicable LIMIT OF LIABILITY bears to the value of the
securities.
|
||
The value
referred to in Section 10.a., b., and c. is the value in accordance with
Section 9, VALUATION, regardless of the value of such securities at the
time the loss under the COMPANY'S indemnity is sustained.
The COMPANY
is not required to issue its indemnity for any portion of a loss of
securities which is not covered by this Bond; however, the COMPANY may do
so as a courtesy to the ASSURED and at its sole discretion.
The ASSURED
shall pay the proportion of the Company's premium charge for the Company's
indemnity as set forth in Section 10.a., b., and c. No portion of the
LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
purchased by the ASSURED to obtain replacement
securities.
|
Subrogation
- Assignment -
Recovery
|
11.
|
In the event
of a payment under this Bond, the COMPANY shall be subrogated
to
all of the
ASSURED'S rights of recovery against any person or entity to the extent of
such payment. On request, the ASSURED shall deliver to the COMPANY an
assignment of
the ASSURED'S rights, title and interest and causes of action against any
person or entity to the extent of such payment.
Recoveries,
whether effected by the COMPANY or by the ASSURED, shall be applied net
of the expense of such recovery in the following
order:
|
a.
|
first, to the
satisfaction of the ASSURED'S loss which would otherwise have
been paid but
for the fact that it is in excess of the applicable LIMIT OF
LIABILITY,
|
|
b.
|
second, to
the COMPANY in satisfaction of amounts paid in settlement of
the ASSURED'S
claim,
|
|
c.
|
third, to the
ASSURED in satisfaction of the applicable DEDUCTIBLE
AMOUNT,
and
|
Conditions
And
|
|||
Limitations
|
|||
Subrogation
- Assignment - Recovery
|
d.
|
fourth, to
the ASSURED in satisfaction of any loss suffered by the ASSURED which was
not covered under this Bond.
|
(continued)
|
Recovery from
reinsurance or indemnity of the COMPANY shall not be deemed a recovery
under this section.
|
||
Cooperation
Of Assured
|
12
.
|
At the
COMPANY'S request and at reasonable times and places designated by
the COMPANY,
the ASSURED shall:
|
|
a.
|
submit to
examination by the COMPANY and subscribe to the same under oath,
|
||
b.
|
produce for
the COMPANY'S examination all pertinent records, and
|
||
c.
|
cooperate
with the COMPANY in all matters pertaining to the loss.
|
||
The ASSURED
shall execute all papers and render assistance to secure to the
COMPANY the
rights and causes of action provided for under this Bond. The ASSURED shall
do nothing after loss to prejudice such rights or causes of
action.
|
|||
Termination
|
13
.
|
If the Bond
is for a sole ASSURED, it shall not be terminated unless written notice
shall have
been given by the acting party to the affected party and to the
Securities
and Exchange Commission, Washington, D.C., not less than sixty (60)
days prior to
the effective date of such termination.
|
|
If the Bond
is for a joint ASSURED, it shall not be terminated unless written notice
shall have
been given by the acting party to the affected party, and by the
COMPANY to
all ASSURED Investment
Companies and to the Securities and Exchange
Commission, Washington, D.C., not less than sixty (60) days prior to
the effective
date of such termination.
|
|||
This Bond
will terminate as to any one ASSURED, other than an Investment Company:
|
|||
a.
|
immediately
on the taking over of such ASSURED by a receiver or other liquidator or
by State or Federal officials, or
|
||
b.
|
immediately
on the filing of a petition under any State or Federal statute
relative to
bankruptcy or reorganization of the ASSURED, or assignment for
the benefit
of creditors of the ASSURED,
or
|
c.
|
immediately
upon such ASSURED ceasing to exist, whether through merger into another
entity, disposition of all of its assets or
otherwise.
|
The COMPANY
shall refund the unearned premium computed at short rates in accordance
with the standard short rate cancellation tables if terminated by the
ASSURED or
pro rata if terminated for any other
reason.
|
ICAP Bond
(5-98)
|
Form
17-02-1421 (Ed. 5-98) Page 17 of
19
|
Conditions
And
|
||
Limitations
|
||
Termination
(continued)
|
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:
|
|
a.
|
shall
immediately remove such Employee from a position
that would enable such Employee to cause the
ASSURED to suffer a loss covered by this Bond;
and
|
|
b.
|
within
forty-eight (48) hours of learning that an Employee has committed
any dishonest
act, shall notify the COMPANY, of such action and provide full
particulars
of such dishonest act.
|
|
The COMPANY
may terminate coverage as respects any Employee sixty (60)
days after
written notice is received by each ASSURED Investment Company
and the
Securities and Exchange Commission, Washington, D.C. of its desire to
terminate
this Bond as to such Employee.
|
Other
Insurance
|
14. |
Coverage
under this Bond shall apply only as excess over any valid and collectible
insurance,
indemnity or suretyship obtained by or on behalf
of:
|
|
a.
|
the
ASSURED,
|
||
b.
|
a Transportation Company,
or
|
||
c.
|
another
entity on whose premises the loss occurred or which employed
the person
causing the loss or engaged the messenger conveying the Property involved.
|
||
Conformity
|
15 .. |
If any
limitation within this Bond is prohibited by any law controlling this
Bond's
construction,
such limitation shall be deemed to be amended so as to equal the
minimum
period of limitation provided by such
law.
|
16
.
|
This Bond or
any instrument amending or affecting this Bond may not be changed or
modified orally. No change in or modification of this Bond shall be
effective except when made by written endorsement to this Bond signed by
an authorized representative of the COMPANY.
If this Bond
is for a sole ASSURED, no change or modification which would adversely
affect the rights of the ASSURED shall be effective prior to sixty (60)
days after written notice has been furnished to the Securities and
Exchange Commission, Washington, D.C., by the acting
party.
|
Conditions
And
|
Limitations
|
Change
or Modification
(continued)
|
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.
|
ICAP Bond
(5-98)
|
Form
17-02-1421 (Ed. 5-98) Page 19 of
19
|
ENDORSEMENT/RIDER
|
||
Effective
date of
|
||
this
endorsement/rider: April 7, 2009
|
FEDERAL
INSURANCE COMPANY
|
|
Endorsement/Rider No. |
1
|
|
To
be attached to and
|
||
form
a part of Bond No.
|
82126585
|
1
.
|
The
paragraph titled Other Property in Section 9, Valuation, is deleted in its
entirety.
|
|
|
2
.
|
The
third paragraph in Section 16, Change or Modification, is deleted in its
entirety and replaced with the following:
|
|
|
|
If
this Bond is for a joint ASSURED, no change or modification which would
adversely affect the rights of the ASSURED shall be effective prior to
sixty (60) days after written notice has been furnished to all insured
Investment
Companies and the Securities and Exchange Commission, Washington,
D.C., by the COMPANY.
|
FEDERAL
INSURANCE COMPANY
|
||
Endorsement
No:
|
2 | |
Bond
Number:
|
82126585 | |
NAME
OF ASSURED: GSC INVESTMENT CORP.
|
1
.
|
By
adding to Section 13., Termination, the following:
|
1.
|
Nonpayment
of premium;
|
2.
|
Discovery
of fraud or material misrepresentation in obtaining this Bond or in the
presentation of a
|
3.
|
Discovery
of willful or reckless acts or omissions or violation of any provision of
this Bond on the part of the ASSURED which substantially and materially
increases any hazard insured against, and which occurred subsequent to the
inception of the current BOND
PERIOD;
|
4.
|
Conviction
of the ASSURED of a crime arising out of acts increasing the hazard
insured against;
|
5.
|
Material
change in the risk which increases the risk of loss after insurance
coverage has beenissued
or renewed, except to the extent that the COMPANY should reasonably have
foreseen the change, or contemplated the risk when the contract was
written;
|
6.
|
Determination
by the Commissioner that the continuation of the Bond would jeopardize a
COMPANY'S solvency or would place the COMPANY in violation of the
insurance laws of any state;
|
7.
|
Determination
by the Commissioner that continuation of the present premium volume of the
COMPANY would jeopardize the COMPANY'S policyholders, creditors or the
public;
|
8.
|
Such
other reasons that are approved by the
Commissioner;
|
9.
|
Determination
by the Commissioner that the COMPANY no longer has adequate reinsurance to
meet the ASSUREDS needs;
|
10.
|
Substantial
breaches of contractual duties, conditions or warranties;
or
|
11.
|
Unfavorable
underwriting facts, specific to the ASSURED, existing that were not
present at the inception of the
Bond.
|
Form 17-02-1360 (Rev.
10-99) |
Page
1
|
a.
|
Bond
Number:
|
b.
|
Date
of Notice;
|
c.
|
Reason
for Cancellation;
|
d.
|
Expiration
Date of the Bond;
|
e.
|
Effective
Date and Hour of Cancellation.
|
Form 17-02-1360 (Rev.
10-99) |
Page
2
|
|
Return
Premium Calculations
Any unearned premiums which have been paid by the ASSURED shall be refunded to the ASSURED on a pro rata basis if terminated by the COMPANY or the ASSURED. The unearned premiums shall be refunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or the effective date of cancellation, whichever is later. |
|
|
|
Conditional
Renewal
|
|
|
|
If
the COMPANY offers or purports to renew the Bond, but on less favorable
terms or at higher rates, the new terms or higher premiums may take effect
on the renewal date, if the COMPANY mails or delivers by certified mail,
return receipt provided by the United States Postal Service, to the
ASSURED, notice of the new terms or premiums at least sixty (60) days
prior to the renewal date. If the COMPANY notifies the ASSURED within
sixty (60) days prior to the renewal date, the new terms or premiums do
not take effect until sixty (60) days after the notice is mailed or
delivered, in which case, the ASSURED may elect to cancel the renewal Bond
within the sixty (60) day period. If the COMPANY does not notify the
ASSURED of the new terms or premiums, the COMPANY shall continue the Bond
at the expiring terms and premiums until notice is given or until the
effective date of replacement coverage is obtained by the ASSURED,
whichever occurs first.â€
|
|
|
2
.
|
It
is further understood and agreed that for the purposes of Section 13.,
Termination, any occurrence listed in this Section shall be considered to
be a request by the ASSURED to immediately terminate this
Bond.
|
ICAP
Bond
|
||
Form
17-02-1360 (Rev. 10-99)
|
|
Page
3
|
Effective
date of
|
||
this
endorsement: April 7, 2009
|
FEDERAL
INSURANCE COMPANY
|
|
|
Endorsement No.: |
3
|
To
be attached to and form a part of Bond
|
||
Number:
|
82126585
|