FILED VIA EDGAR
December 17, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
|
Re:
|
|
Joint
Insured Fidelity Bond for Investment Companies – SEC Rule 17g-1
|
|
|
|
Barings
BDC, Inc. (File No. 333-217175)
|
Dear Sir or
Madam:
Pursuant to
SEC Rule 17g-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), enclosed herewith for filing on behalf
of Barings BDC, Inc. (the “Company”) are the following:
|
1.
|
|
Copy
of the Company’s current Investment Company Bond, No. FS E701766 01 00, in the amount
of $3,650,000 (the “Bond”);
|
|
2.
|
|
Secretary’s
Certificate certifying the resolutions adopted by the Board of Directors of the Company,
including those Directors who are not “interested persons” of the Company as
defined under the 1940 Act, approving the amount, type, form and coverage of the Bond consistent
with Rule 17g-1 under the 1940 Act; and
|
|
3.
|
|
Copy
of the agreement effective November 4, 2021 between the Company, Barings Capital Investment
Corporation, and Barings Private Credit Corporation entered into pursuant to Rule 17g-1.
|
The Company
would have provided and maintained a single bond in the amount of $1,500,000, if it was not named as an insured under a joint insured
bond. Please be advised that the Bond premium of $2,532 has been paid through August 2, 2022, the expiration date of the Bond.
If you have
any questions, please do not hesitate to contact me at (980) 417-5788.
Very truly yours,
/s/ Ashlee Steinnerd
Ashlee Steinnerd
Secretary, Barings
BDC, Inc.
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
IMPORTANT
NOTICE
FIDELITY
CRIME DIVISION CLAIMS
Should
this account have a potential claim situation, please contact:
Fidelity
& Crime Claims Department
Great
American Insurance Group
Five
Waterside Crossing
Windsor,
CT 06095
(860)
298-7330
(860)
688-8188 fax
CrimeClaims@gaig.com
SDM-683 (Ed.
08/14)
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
TSB 5062c (Ed. 05 11)
FINANCIAL
INSTITUTION BOND
Standard
Form No. 14, Revised to May, 2011
Bond
No. FS E701766 01 00
GREAT
AMERICAN INSURANCE COMPANY
(Herein
called Underwriter)
|
|
|
|
|
|
DECLARATIONS
|
|
|
|
Item 1.
|
Name of Insured
(herein called Insured):
Barings BDC, Inc.
See IL7125
|
|
|
Principal Address:
|
|
|
|
|
300 South Tryon Street
Suite 2500
Charlotte, NC 28202
|
|
|
|
|
|
|
|
|
Item 2.
|
Bond
Period: from 12:01 a.m. on 11/04/2021 to 12:01 a.m. on 08/02/2022
(month,
day, year) (month,
day, year)
|
|
Item 3.
|
The
Aggregate Limit of Liability of the Underwriter during the Bond Period shall be
$
7,300,000
|
|
|
|
|
|
Item
4.
|
Subject
to Sections 4 and 12 hereof,
the
Single Loss Limit of Liability applicable to each of Insuring Agreements (A),
(B), (C)
and (F) is $ 3,650,000
and
the single Loss Deductible applicable to each of Insuring Agreements (A),
(B), (C)
and (F) is $ 10,000
If
coverage is provided under the following Insuring Agreements or Coverages, the applicable Single Loss Limit of Liability and Single Loss
Deductible shall be inserted below:
|
|
|
|
|
|
Single
Loss
Limit
of Liability
|
|
Single
Loss
Deductible
|
|
|
|
Insuring
Agreement (D) -
Forgery or Alteration
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
Insuring
Agreement (E) -
Securities
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
Coverage
on Partners or Members
|
|
|
Not
Covered
|
|
|
|
N/A
|
|
|
|
|
Optional
Insuring Agreements and Coverages:
|
|
|
|
|
|
|
|
|
|
|
|
Computer
Systems Fraud
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
Destruction
of Data or Programs by Hacker
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
Destruction
of Data or Programs by Virus
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
Fraudulent
Transfer Instructions
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
Telefacsimile
Transfer Fraud
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
Unauthorized
Signatures
|
|
$
|
3,650,000
|
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If
"Not Covered" is inserted above opposite any specified Insuring Agreement or Coverage, or if no amount is inserted, such
Insuring Agreement or Coverage and any other reference thereto in this bond shall be deemed to be deleted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
5.
|
The
liability of the Underwriter is subject to the terms of the following riders attached hereto.
All of the terms and conditions of this bond apply to such riders except to the extent the
rider explicitly provides otherwise.
See
Form FI 88 01 (10/11).
|
|
|
|
|
Item
6.
|
The
amount of anticipated loss which the Insured must report to the Underwriter pursuant to Section
12 is:
$10,000
|
|
|
|
|
Item 7.
|
For
the purposes of Insuring Agreement B, Property lodged or deposited in the following
offices and premises is not covered:
N/A
|
|
Item 8.
|
The
Insured by the acceptance of this bond gives notice to the Underwriter terminating or canceling
prior bond(s) or policy(ies) No.(s)
FS E701766 00
Such termination or cancelation to
be effective as of the time this bond becomes effective.
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
1 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
The Underwriter, in consideration of an agreed premium,
and in reliance upon all statements made and information furnished to the Underwriter by the Insured in applying for this bond, and subject
to the Declarations, Insuring Agreements, General Agreements, Conditions and Limitations and other terms hereof, agrees to indemnify
the Insured for:
INSURING AGREEMENTS
Fidelity
|
|
(A)
|
Loss
resulting directly from dishonest or fraudulent acts committed by an employee acting alone
or in collusion with others. Such dishonest or fraudulent acts must be committed by the Employee
with the manifest intent:
|
|
|
(1)
|
to
cause the Insured to sustain such loss; and
|
|
|
(2)
|
to
obtain an improper financial benefit for the Employee or another person entity. However,
if some or all of the Insured's loss results directly or indirectly from:
|
|
|
(a)
|
loans,
that portion of the loss involving any loan is not covered unless the Employee also was in
collusion with one or more parties to the Loan transactions and has received, in connection
therewith, an improper financial benefit with a value of at least $2500;
|
|
|
(b)
|
trading,
that portion of the loss is not covered unless the Employee also has received, in connection
therewith, an improper financial benefit.
|
As used in this Insuring Agreement, an improper financial
benefit does not include any employee benefits received in the course of employment, including but not limited to: salaries, commissions,
fees, bonuses, promotions, awards, profit sharing or pensions.
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
2 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
As used in this Insuring Agreement, loss does not include
any employee benefits (including but not limited to: salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions)
intentionally paid by the Insured.
On Premises
|
|
(B)
|
(1)
Loss of items enumerated in the definition of Property
resulting directly from:
|
|
|
(a)
|
robbery,
burglary, misplacement, mysterious unexplainable disappearance and damage thereto or destruction
thereof, or
|
|
|
(b)
|
theft,
false pretenses, common-law or statutory larceny, committed by a person physically present
in an office or on the premises of the Insured at the time the enumerated items of Property
are surrendered, while such enumerated items of Property are lodged or deposited within offices
or premises located anywhere, except those offices set forth in item 7
of the Declarations.
|
furnishings, fixtures, supplies or equipment within
an office of the Insured covered under this bond resulting directly from larceny or theft in, or by burglary or robbery of, such office,
or attempt thereat, provided that
|
|
(a)
|
the
Insured is the owner of such furnishings, fixtures, supplies, equipment, or office or is
liable for such loss or damage, and
|
|
|
(b)
|
the
loss is not caused by fire.
|
In Transit
|
|
(C)
|
Loss
of Property resulting directly from robbery, common-law or statutory larceny, theft, misplacement,
mysterious unexplainable disappearance, and damage thereto or destruction thereof, while
the Property is in transit anywhere in the custody of:
|
|
|
(2)
|
a
Transportation Company and being transported in an armored motor vehicle, or
|
|
|
(3)
|
a
Transportation Company and being physically (not electronically) transported in other than
an armored motor vehicle provided that covered Property transported in such manner is limited
to the following:
|
|
|
(a)
|
Books
of account and other records stored on tangible media, including magnetic tapes, disks and
computer drives as well as paper, but not including any of the other items listed in the
definition of Property, however stored, and
|
|
|
(b)
|
Certified
Securities issued in registered form and not endorsed, or with restrictive endorsements,
and
|
|
|
(c)
|
Negotiable
Instruments not payable to bearer, and either not endorsed or with restrictive endorsements.
|
Coverage under this Insuring Agreement
begins immediately upon the receipt of such Property by the Messenger or Transportation Company and ends immediately upon delivery to
the designated recipient or its agent, but only while the Property is being conveyed.
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
3 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
Forgery or Alteration
|
|
(D)
|
Loss
resulting directly from the Insured having, in good faith, paid or transferred any Property
in reliance on any Written, Original:
|
|
|
(1)
|
Negotiable
Instrument (except an Evidence of Debt),
|
|
|
(2)
|
Certificate
of Deposit,
|
|
|
(5)
|
Receipt
for the withdrawal of Property, or
|
|
|
(6)
|
Instruction
or advice directed to the Insured and purportedly signed by a customer of the Insured or
by a banking institution, which
|
|
|
(a)
|
bears
a handwritten signature which is a Forgery;or
|
|
|
(b)
|
is
altered, but only to the extent the Forgery or alteration causes the loss.
|
Actual physical possession of the items listed in (1)
through (6) above by the Insured is a condition precedent
to the Insured's having relied on the items.
A reproduction of a handwritten signature is treated the same
as the handwritten signature. An electronic or digital signature is not treated as a reproduction of a handwritten signature.
Securities
|
|
(E)
|
Loss
resulting directly from the Insured having, in good faith, for its own account or for the
account of others,
|
|
|
(1)
|
acquired,
sold or delivered, or given value, extended credit or assumed liability, on the faith of,
any Written, Original:
|
|
|
(a)
|
Certificated
Security,
|
|
|
(b)
|
Deed,
mortgage or other instrument conveying title to, or creating or discharging a lien upon,
real property,
|
|
|
(c)
|
Certificate
of Deposit; or
|
|
|
(d)
|
Evidence
of Debt, which
|
|
|
(i)
|
bears
a handwritten signature which is material to the validity or enforceability of the security
and which is a Forgery, or
|
|
|
(ii)
|
is
altered, but only to the extent the Forgery or alteration causes the loss, or
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
4 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(2)
|
guaranteed
in writing or witnessed any signature upon any transfer, assignment, bill of sale, power
of attorney, guarantee, or any items listed in (a)
through (d)
above; or
|
|
|
(3)
|
acquired,
sold or delivered, or given value, extended credit or assumed liability, in reliance on any
item listed in (a) through (c)
above which is a Counterfeit, but only to the extend the Counterfeit causes the
loss.
|
Actual physical possession of the items listed
in (a) through (d)
above by the Insured or its authorized representative is a condition precedent to the Insured's having relied on such items.
A reproduction of a handwritten signature is treated the same
as the handwritten signature. An electronic or digital signature is not treated as a reproduction of a handwritten signature.
Counterfeit Money
|
|
(F)
|
Loss
resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money
of the United States of America, Canada or of any other country in which the Insured maintains
a branch office.
|
GENERAL AGREEMENTS
Nominees
|
|
A.
|
This
bond does not indemnify any Insured for loss sustained by a proprietorship, partnership,
corporation or any other entity which is owned, controlled or operated by an insured and
not named as an insured hereunder unless:
|
|
|
(1)
|
such
loss is sustained by a nominee organized by an insured for the purpose of handling certain
of its business transactions and composed exclusively of its employees; and
|
|
|
(2)
|
such
insured is not a holding company.
|
If the conditions of (1)
and (2) are met, loss sustained by the nominee shall,
for all the purposes of this bond and whether or not any partner of such nominee is implicated in such loss, be deemed to be loss sustained
by the Insured.
Additional Offices or
Employees - Consolidation, Merger or Purchase of Assets - Notice
|
|
B.
|
If
the Insured shall, while this bond is in force, establish any additional offices, other than
by consolidation or merger with, or purchase or acquisition of assets or liabilities of,
another institution, such offices shall be automatically covered hereunder from the date
of such establishment without the requirement of notice to the Underwriter or the payment
of additional premium for the remainder of the premium period.
|
If the Insured shall, while this bond is in force, consolidate
or merge with, or purchase or acquire assets or liabilities of, another institution, the Insured shall not have such coverage as is afforded
under this bond for loss which:
|
|
(1)
|
Has
occurred or will occur in offices or premises,
|
|
|
(2)
|
Has
been caused or will be caused by an employee or employees of such institution , or
|
|
|
(3)
|
Has
arisen or will arise out of the assets or liabilities
|
acquired by the Insured as a result of such consolidation,
merger or purchase or acquisition of assets or liabilities unless the Insured shall
|
|
(i)
|
Give
the Underwriter 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
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
5 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(ii)
|
Obtain
the Written consent of the Underwriter to extend the coverage provided by this bond to such
additional offices or premises, employees and other exposures, and
|
|
|
(iii)
|
Upon
obtaining such consent, pay to the Underwriter an additional premium.
|
Change of Ownership - Notice
|
|
C.
|
When
the Insured learns of a change in ownership by a single stockholder, partner or member, or
by a group of affiliated stockholders, partners, or members, of more than 10% of its voting
stock or total ownership interest, or of the voting stock or total ownership interest of
a holding company or parent corporation which itself owns or controls the Insured, it shall
give written notice to the Underwriter, as soon as practicable but not later than within
30 days.
|
Failure to give the required notice shall result in
termination of coverage for any loss involving a transferee of such stock or ownership interest, to be effective upon the date of the
stock transfer or transfer or ownership interest.
Representation of Insured
|
|
D.
|
The
Insured represents that the information furnished in the application for this bond is complete,
true and correct. Such application constitutes part of this bond.
|
Any omission, concealment or incorrect statement, in the
application or otherwise, shall be grounds for the rescission of this bond, provided that such omission, concealment or incorrect statement
is material.
Joint Insureds
|
|
E.
|
Only
the first Named Insured can submit a claim under this bond, and shall act for all insureds.
Payment by the Underwriter to the first Named Insured of loss sustained by any insured shall
fully release the Underwriter on account of such loss. If the first Named Insured ceases
to be covered under this bond, the Insured next named shall thereafter be considered as the
first Named Insured. Knowledge possessed or discovery made by any insured shall constitute
knowledge or discovery by all insureds for all purposes of this bond. The liability of the
Underwriter for loss or losses sustained by all insureds shall not exceed the amount for
which the Underwriter would have been liable had all such loss or losses been sustained by
one insured.
|
Notice
of Legal Proceedings Against Insured - Election to Defend
|
|
F.
|
The
Insured shall notify the Underwriter at the earliest practicable moment, not to exceed 30
days after notice thereof, of any legal proceeding brought to determine the Insured's liability
for any loss, claim or damage, which, if established, would constitute a collectible loss
under this bond. Concurrently, the Insured shall furnish copies of all pleadings and pertinent
papers to the Underwriter.
|
The Underwriter, at its sole option,
may elect to conduct the defense of such legal proceeding, in whole or in part. The defense of the Underwriter shall be in the Insured's
name through attorneys selected by the Underwriter. The Insured shall provide all reasonable information and assistance required by the
Underwriter for such defense.
If the Underwriter elects
to defend the Insured, in whole or in part, any judgment against the Insured on those counts or causes of action which the Underwriter
defended on behalf of the Insured or any settlement in which the Underwriter participates and all attorneys' fees, costs and expenses
incurred by the Underwriter in the defense of the litigation shall be a loss covered by this bond.
If the Insured does not give the notices required
in subsection (a) of Section 5.
of this bond and in the first paragraph of this General Agreement, or if the Underwriter elects not to defend any causes of
action, neither a judgment against the Insured, nor a settlement of any legal proceeding by the Insured, shall determine the existence,
extent or amount of coverage under this bond for loss sustained by the Insured, and the Underwriter shall not be liable for any attorneys'
fees, costs and expenses incurred by the Insured.
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
6 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
With respect to this General Agreement, subsections
(b) and (d)
of Section 5. of this bond apply upon the entry
of such judgment or the occurrence of such settlement instead of upon discovery of loss. In addition, the Insured must notify the Underwriter
within 30 days after such judgment is entered against it or after the Insured settles such legal proceeding, and, subject to subsection
(e) of Section 5.,
the Insured may not bring legal proceedings for the recovery of such loss after the expiration of 24 months from the date of such
final judgment or settlement.
Insured's Erisa Plans
|
|
G.
|
If
any employee or director of the Insured is required to provide a bond to a health, welfare
or pension plan subject to the Employee Retirement Income Security Act of 1974 (ERISA) (hereinafter
the Plan), the majority of whose beneficiaries are employees or former employees of the Insured,
the Plan shall be deemed an insured under this bond for the purposes of Insuring Agreement
(A) only and, in addition
to all other terms and conditions of this bond, subject to the following:
|
|
|
(1)
|
the
deductible required by Section 12 of the Conditions and Limitations of this bond shall be
applicable to a loss suffered by the Plan only after the Plan has received from the Underwriter:
|
|
|
(a)
|
the
lesser of $500,000 or 10% of the assets of the Plan at the beginning of the fiscal year of
the Plan in which the loss is discovered, if the Plan does not hold "employer securities"
within the meaning of section 407(d)(1)
of ERISA; or
|
|
|
(b)
|
the
lesser of $1,000,000 or 10% of the assets of the Plan at the beginning of the fiscal year
of the Plan in which the loss is discovered, if the Plan holds "employer securities"
within the meaning of section 407(d)(1)
of ERISA;
|
|
|
(2)
|
notwithstanding
Section 3 of the Conditions and Limitations of this bond, loss suffered by the Plan is covered
if discovered during the term of this bond or within one year thereafter, but if discovered
during said one year period, the loss payable under this bond shall be reduced by the amount
recoverable from any other bond or insurance protecting the assets of the Plan against loss
through fraud or dishonesty; and
|
|
|
(3)
|
if
more than one Plan subject to ERISA is an insured pursuant to this General Agreement, the
Insured shall purchase limits sufficient to provide the minimum amount of coverage required
by ERISA for each Plan and shall distribute any payment made under this bond to said Plans
so that each Plan receives the amount it would have received if insured separately for the
minimum coverage which ERISA required it to have.
|
CONDITIONS AND LIMITATIONS
Definitions
Section 1.
As used in this bond:
|
|
(a)
|
Certificate
of Deposit means Written acknowledgment by a financial
institution of receipt of Money with an engagement to repay it.
|
|
|
(b)
|
Certificated
Security means a a share, participation or other
interest in property of or an enterprise of the issuer or an obligation of the issuer, which
is:
|
|
|
(1)
|
represented
by Written instrument issued in bearer or registered form;
|
|
|
(2)
|
of
a type commonly dealt in on securities exchanges or markets or commonly recognized in any
area in which it is issued or dealt in as a medium for investment; and
|
|
|
(3)
|
either
one of a class or series or by its terms divisible into a class or series of shares, participations,
interests or obligations.
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
7 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(c)
|
Change
in Control means a change in ownership of more than
50% of the voting stock or ownership interest of the Insured, or of a parent corporation
or holding company which controls the Insured.
|
|
|
(d)
|
Counterfeit
means Written imitation of an actual valid original
which is intended to deceive and to be taken as the Original.
|
|
|
(e)
|
Electronic
Data Processor means a natural person, partnership,
corporation or any other business organization with the Insured's Written authorization to
perform services as data processor of checks drawn by a customer on an account at the Insured.
A Federal Reserve Bank or clearinghouse shall not be an Electronic Data Processor.
|
|
|
(1)
|
a
natural person while in the service of the Insured whom the Insured has the right to direct
and control in the performance of his or her duties and
|
|
|
(i)
|
whom the Insured directly compensates by wages, salaries or
commissions, or
|
|
|
(ii)
|
who
is compensated by an employment agency which is paid by the Insured for providing such person's
services for work at or in the Insured's offices or premises covered hereunder;
|
|
|
(2)
|
a
member of the Board of Directors of the Insured, or a member of an equivalent body, when
performing acts coming within the scope of the usual duties of a person described in paragraph
(f)(1) above or while
acting as a member of any committee duly elected or appointed by resolution of the board
of directors or equivalent body to perform specific, as distinguished from general, directorial
acts on behalf of the Insured;
|
|
|
(3)
|
an
employee of an institution merged or consolidated with the Insured prior to the effective
date of this bond, but only as to acts while an employee of such institution which caused
said institution to sustain a loss which was not known to the Insured or to the said institution
at the time of the merger or consolidation;
|
|
|
(4)
|
an
Electronic Data Processor, provided, however that each such Electronic Data Processor, and
the partners, officers and employees of such Electronic Data Processor shall, collectively,
be deemed to be one employee for all the purposes of this bond, excepting, however, the employee
termination provisions of Section 13,
and
|
|
|
(5)
|
a
Partner or Member of the Insured, unless not covered as indicated in item 4
of the Declarations.
|
|
|
(g)
|
Evidence
of Debt means a Written instrument, including a Negotiable Instrument, executed, or purportedly
executed, by a customer of the Insured and held by the Insured which in the regular course
of business is treated as evidencing the customer's debt to the Insured.
|
|
|
(h)
|
Financial
Interest in the Insured of the Insured's general partner(s), or limited partner(s), or Members
committing dishonest or fraudulent acts covered by this bond or concerned or implicated therein
means:
|
|
|
(1)
|
as
respects general partner(s) the value of all right, title and interest of such general partner(s),
determined as of the close of business on the date of discovery of loss covered by this bond,
in the aggregate of:
|
|
|
(i)
|
the
"net worth" of the Insured, which for the purposes of this bond, shall be deemed
to be the excess of its total assets over its total liabilities, without adjustment to give
effect to loss covered by this bond, (except that credit balances and equities in proprietary
accounts of the Insured, which shall include capital accounts of partners, investment and
trading accounts of the Insured, participations of the Insured in joint accounts, and accounts
of partners which are covered by agreements providing for the inclusion of equities therein
as partnership property, shall not be considered as liabilities) with securities, spot commodities,
commodity future contracts in such proprietary accounts and all other assets marked to market
or fair value and with adjustment for profits and losses at the market of contractual commitments
for such proprietary accounts of the Insured; and
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
8 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(ii)
|
the
value of all other Money, securities and property belonging to such general partner(s), or
in which such general partner(s) have a pecuniary interest, held by or in the custody of
and legally available to the Insured as set-off against loss covered by this bond;
|
provided, however, that if such "net worth" adjusted
to give effect to loss covered by this bond and such value of all other Money, securities and property as set forth in (h)(1)(ii)
preceding, plus the amount of coverage afforded by this bond on account of such loss, is not sufficient to enable the Insured
to meet its obligations, including its obligations to its partners other than to such general partner(s), then the Financial Interest
in the Insured, as above defined, of such general partner(s) shall be reduced in an amount necessary, or eliminated if need be, in order
to enable the Insured upon payment of loss under this bond to meet such obligations, to the extent that such payment will enable the
Insured to meet such obligations, without any benefit accruing to such general partner(s) from such payment; and
|
|
(2)
|
as
respects limited partners or Members the value of such limited partners' or Members' investment
in the Insured.
|
|
|
(1)
|
affixing
the handwritten signature, or a reproduction of the handwritten signature, of another natural
person without authorization and with intent to deceive; or
|
|
|
(2)
|
affixing
the name of an organization as an endorsement to a check without authority and with the intent
to deceive.
|
Provided, however, that a signature which consists in whole
or in part of one's own name signed with or without authority, in any capacity, for any purpose is not a Forgery. An electronic or digital
signature is not a reproduction of a handwritten signature or the name of an organization affixed as an endorsement to a check.
|
|
(j)
|
Guarantee
means a Written undertaking obligating the signer
to pay the debt of another to the Insured or its assignee or to a financial institution from
which the Insured has purchased participation in the debt, if the debt is not paid in accordance
with its terms.
|
|
|
(k)
|
Letter
of Credit means Written engagement by a bank made
at the request of a customer that the bank will honor drafts or other demands for payment
upon compliance with the conditions specified in the engagement.
|
|
|
(l)
|
Loan
means all extensions of credit by the Insured and
all transactions creating a creditor relationship in favor of the Insured and all transactions
by the which the Insured assumes an existing creditor relationship.
|
|
|
(m)
|
Member
means a natural person who has an ownership interest
in a limited liability company.
|
|
|
(n)
|
Messenger
means an employee while in possession of the Insured's
Property away from the Insured's premises, and any other natural person acting as custodian
of the Property during an emergency arising from the incapacity of the original employee.
|
|
|
(o)
|
Money
means a medium of exchange in current use authorized
or adopted by a domestic or foreign government as a part of its currency.
|
|
|
(p)
|
Negotiable
Instrument means any writing:
|
|
|
(1)
|
signed
by the maker or drawer;
|
|
|
(2)
|
containing
any unconditional promise or order to pay a sum certain in Money and no other promise, order,
obligation or power given by the maker or drawer;
|
|
|
(3)
|
payable
on demand or at a definite time; and
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
9 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(4)
|
payable
to order or bearer.
|
|
|
(q)
|
Original
means the first rendering or archetype and does
not include photocopies or electronic transmissions even if received and printed.
|
|
|
(r)
|
Partner
means a natural person who:
|
(1)
is a general partner of the Insured, or
(2)
is a limited partner and an employee (as defined in section 1(f)(1)
of the bond) of the Insured.
|
|
(s)
|
Property
means Money, Certificated Securities, Negotiable
Instruments, Certificates of Deposit, documents of title, Acceptances, Evidences of Debt,
security agreements, Withdrawal Orders, certificates of origin or title, Letters of Credit,
insurance policies, abstracts of title, deeds and mortgages on real estate, revenue and other
stamps, tokens, unsold state lottery tickets, books of account and other records whether
recorded in Written form or stored on any tangible media, gems, jewelry, precious metals
of all kinds and in any form, (which are collectively the enumerated items of property) and
tangible items of personal property which are not hereinbefore enumerated.
|
|
|
(t)
|
Security
Agreement means a Written agreement which creates
an interest in personal property or fixtures and which secures payment or performance of
an obligation.
|
|
|
(u)
|
Transportation
Company means any organization which regularly provides
its own or leased vehicles for transportation of its customers' property or which provides
freight forwarding or air express services.
|
|
|
(v)
|
Withdrawal
Order means a Written non-negotiable instrument,
signed by a customer of the Insured authorizing the Insured to debit the customer's account
in the amount of funds stated therein.
|
|
|
(w)
|
Written
means expressed through letters or marks placed
upon paper and visible to the eye.
|
Exclusions
Section 2.
This bond does not cover:
|
|
(a)
|
loss
resulting directly or indirectly from Forgery or alteration, except when covered under Insuring
Agreements (A), (D) or (E);
|
|
|
(b)
|
loss
due to riot or civil commotion outside the United States of America and Canada; or loss due
to military, naval or usurped power, war or insurrection unless such loss occurs in transit
in the circumstances recited in Insuring
Agreement (C), and unless, when such transit was initiated, there was no knowledge
of such riot, civil commotion, military, naval or usurped power, war or insurrection on the
part of any person acting for the Insured in initiating such transit;
|
|
|
(c)
|
loss
resulting directly or indirectly from the effects of nuclear fission or fusion or radioactivity
or chemical or biological contamination;
|
|
|
(d)
|
loss
resulting directly or indirectly from any act or acts of any person who is a member of the
Board of Directors of the Insured or a member of any equivalent body by whatsoever name known,
except when covered under Insuring Agreement (A);
|
|
|
(e)
|
loss
resulting directly or indirectly from the complete or partial nonpayment of, or default upon,
any loan or transaction involving the Insured as a lender or borrower, or extension of credit,
including but not limited to the purchase, discounting or other acquisition of false or genuine
accounts, invoices, notes, agreements or Evidences of Debt, whether such loan, transaction
or extension was procured in good faith or through trick, artifice, fraud or false pretenses;
except when covered under Insuring Agreements (A),
or (E);
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
10 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(f)
|
loss
resulting from any violation by the Insured or by any employee
|
|
|
(1)
|
of
any law regulating: (i)
the issuance, purchase or sale of securities, (ii)
securities transactions upon any security exchanges or over the counter market,
(iii) investment companies,
or (iv) investment
advisers, or
|
|
|
(2)
|
of
any rule or regulation made pursuant to any such law,
|
unless it is established by the Insured that the act or acts
which caused the said loss involved dishonest or fraudulent conduct which would have caused a loss to the Insured in a similar amount
in the absence of such laws, rules or regulations;
|
|
(g)
|
loss
resulting directly or indirectly from the failure of a financial or depository institution,
or its receiver or liquidator, to pay or deliver, on demand of the Insured, funds or Property
of the Insured held by it in any capacity, except when covered under Insuring
Agreements (A) or (B)(1)(a);
|
|
|
(h)
|
loss
caused by an employee, except when covered under Insuring Agreement (A)
or when covered under Insuring Agreement (B)
or (C) and
resulting directly from unintentional acts of the employee causing misplacement, mysterious
unexplainable disappearance or destruction of or damage to Property;
|
|
|
(i)
|
loss
resulting directly or indirectly from transactions in a customer's account, whether authorized
or unauthorized, except the unlawful withdrawal and conversion of Money, securities or precious
metals, directly from a customer's account by an employee provided such unlawful withdrawal
and conversion is covered under Insuring Agreement (A).
|
|
|
(j)
|
damages
resulting from any civil, criminal or other legal proceeding in which the Insured is alleged
to have engaged in racketeering activity except when the Insured establishes that the act
or acts giving rise to such damages were committed by an employee under circumstances which
result directly in a loss to the Insured covered by Insuring
Agreement (A). For the purposes of this exclusion, "racketeering activity"
is defined in 18 United States Code 1961 et seq., as amended.
|
|
|
(k)
|
loss
resulting directly or indirectly from the use, or purported use, of credit, debit, charge,
access, convenience, identification, cash management or other cards:
|
|
|
(1)
|
in
obtaining credit or funds,
|
|
|
(2)
|
in
gaining access to automated mechanical devices which, on behalf of the Insured, disburse
Money, accept deposits, cash checks, drafts or similar Written instruments or make credit
card loans, or
|
|
|
(3)
|
in
gaining access to point of sale terminals, customer-bank communication terminals, or similar
electronic terminals of electronic funds transfer systems,
|
whether such cards were issued, or purport to have been issued,
by the Insured or by anyone other than the Insured, except when covered under Insuring Agreement (A);
|
|
(l)
|
loss
involving automated mechanical devices which, on behalf of the Insured, disburse Money, accept
deposits, cash checks, drafts or similar Written instruments or make credit card loans, except
when covered under Insuring Agreement (A);
|
|
|
(m)
|
loss
resulting directly or indirectly from surrender of property away from an office of the Insured
as a result of:
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
11 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(3)
|
threats
of bodily harm to any person, except the custodian of the property, or of damage to the premises
or property of the Insured, or
|
|
|
(4)
|
actual
disappearance, damage, destruction, confiscation or theft of property intended as a ransom
or extortion payment while held or conveyed by a person duly authorized by the Insured to
have custody of such property,
|
except when covered under Insuring Agreement (A);
|
|
(n)
|
loss
resulting directly or indirectly from payments made or withdrawals from a depositor's or
customer's account involving erroneous credits to such account, except when covered under
Insuring Agreement (A);
|
|
|
(o)
|
loss
resulting directly or indirectly from payments made or withdrawals from a depositor's or
customer's account involving items of deposit which are not finally paid for any reason,
including but not limited to Forgery or any other fraud, except when covered under Insuring
Agreement (A);
|
|
|
(p)
|
loss
resulting directly or indirectly from counterfeiting, except when covered under Insuring
Agreements (A), (D),
(E) or (F);
|
|
|
(q)
|
loss
of any tangible item of personal property which is not specifically enumerated in the paragraph
defining Property if such property is specifically insured by other insurance of any kind
and in any amount obtained by the Insured, and in any event, loss of such property occurring
more than 60 days after the Insured shall have become aware that it owns, holds or is responsible
for such property, except when covered under Insuring Agreements (A)
or (B)(2);
|
|
|
(r)
|
loss
of Property while
|
|
|
(2)
|
in
the custody of any Transportation Company, unless covered under Insuring Agreement (C),
or
|
|
|
(3)
|
while
located on the premises of any Messenger or Transportation Company, except when covered under
Insuring Agreement (A);
|
|
|
(s)
|
potential
income, including but not limited to interest and dividends, not realized by the Insured
or by any customer of the Insured;
|
|
|
(t)
|
damages
of any type for which the Insured is legally liable, unless the Insured establishes that
the act or acts which gave rise to the damages involved conduct which would have caused a
covered loss to the Insured in a similar amount in the absence of such damages;
|
|
|
(u)
|
all
fees, costs and expenses incurred by the Insured:
|
|
|
(1)
|
in
establishing the existence of or amount of loss covered under this bond, or
|
|
|
(2)
|
as
a party to any legal proceeding whether or not such legal proceeding exposes the Insured
to loss covered by this bond;
|
|
|
(v)
|
indirect
or consequential loss of any nature including, but not limited to, fines, penalties, multiple
or punitive damages;
|
|
|
(w)
|
loss
resulting directly or indirectly from the Insured's accepting checks payable to an organization
for deposit into an account of a natural person;
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
12 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(x)
|
loss
resulting directly or indirectly from any dishonest or fraudulent act or acts committed by
any non-employee who is a securities, commodities, money, mortgage, real estate, loan, insurance,
property management, investment banking broker, agent or other representative of the same
general character;
|
|
|
(y)
|
loss
caused directly or indirectly by a Partner or Member of the Insured unless the amount of
such loss exceeds the Financial Interest in the Insured of such Partner or Member and the
applicable Deductible amount, and then for the excess only;
|
|
|
(z)
|
loss
resulting directly or indirectly from any actual or alleged representation, advice, warranty
or guarantee as to the performance of any investments;
|
(aa)
loss due to liability imposed upon the Insured as a result of the unlawful disclosure of non-public material information by
the Insured or any employee, or as a result of any Employee acting upon such information, whether authorized or unauthorized.
(bb)
loss resulting directly or indirectly from the theft, disappearance, destruction or disclosure of confidential information
including, but not limited to, trade secrets, customer lists and intellectual property;
(cc)
loss resulting directly or indirectly from the dishonest or fraudulent acts of an Employee if any Insured, or any director
or officer of an insured who is not in collusion with such Employee, knows, or knew at anytime, of any dishonest or fraudulent act committed
by such Employee at any time, whether in the employment of the Insured or otherwise, whether or not of the type covered under Insuring
Agreement (A), against the Insured or any other person or entity
and without regard to whether knowledge was obtained before or after the commencement of this bond. Provided, however, that this exclusion
does not apply to loss of any Property already in transit in the custody of such Employee at the time such knowledge was obtained or
to loss resulting directly from dishonest or fraudulent acts occurring prior to the time such knowledge was obtained.
Discovery
Section 3.
This bond applies to loss first discovered by the Insured
during the Bond Period. Discovery occurs when the Insured first becomes aware of facts which would cause a reasonable person to assume
that a loss of a type covered by this bond has been or will be incurred, regardless of when the act or acts causing or contributing to
such loss occurred, even though the exact amount or details of the loss may not then be known.
Discovery also occurs when the Insured receives notice
of an actual or potential claim in which it is alleged that the Insured is liable to a third party under circumstances which, if true,
would constitute a loss under this bond.
Limit of Liability
Section 4.
Aggregate Limit Of Liability
The Underwriter's total liability
for all losses discovered during the Bond Period shown in Item 2
of the Declarations shall not exceed the Aggregate Limit of Liability shown in Item 3
of the Declarations. The Aggregate Limit of Liability shall be reduced by the amount of any payment made under the terms of
this bond.
Upon exhaustion of the Aggregate Limit of
Liability by such payments:
|
|
(a)
|
the
Underwriter shall have no further liability for loss or losses regardless of when discovered
and whether or not previously reported to the Underwriter, and
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
13 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(b)
|
the
Underwriter shall have no obligation under General Agreement F
to continue the defense of the Insured, and upon notice by the Underwriter to
the Insured that the Aggregate Limit of Liability has been exhausted, the Insured shall assume
all responsibility for its defense at its own cost.
|
The Aggregate Limit of Liability shall be reinstated
by any net recovery received by the Underwriter during the Bond Period and before the Aggregate Limit of Liability is exhausted. Recovery
from reinsurance and/or indemnity of the Underwriter shall not be deemed a recovery as used herein. In the event that a loss of Property
is settled by the Underwriter through the use of a lost instrument bond, such loss shall not reduce the Aggregate Limit of Liability,
but any payment under the lost instrument bond shall reduce the Aggregate Limit of Liability under this bond.
Single Loss Limit of Liability
Subject to the Aggregate Limit of Liability, the
Underwriter's liability for each Single Loss shall not exceed the applicable Single Loss Limit of Liability shown in Item 4
of the Declarations. If a Single Loss is covered under more than one Insuring Agreement or Coverage, the maximum payable shall
not exceed the largest applicable Single Loss Limit of Liability.
Single Loss Defined
Single
Loss means all covered loss, including court costs and attorneys' fees incurred by the Underwriter under General Agreement
F, resulting from:
|
|
(a)
|
any
one act or series of related acts of burglary, robbery or attempt thereat, in which no employee
is implicated,
|
|
|
(b)
|
any
one act or series of related unintentional or negligent acts or omissions on the part of
any person (whether an employee or not) resulting in damage to or destruction or misplacement
of Property,
|
|
|
(c)
|
all
acts or omissions other than those specified in (a)
and (b)
preceding, caused by any person (whether an employee or not) or in which such person is implicated,
or
|
|
|
(d)
|
any
one casualty or event not specified in (a),
(b) or (c)
preceding.
|
Notice/Proof - Legal Proceedings
Against Underwriter
Section 5.
|
|
(a)
|
At
the earliest practicable moment, not to exceed 30 days, after discovery of loss, the Insured
shall give the Underwriter notice thereof.
|
|
|
(b)
|
Within
6 months after such discovery, the Insured shall furnish to the Underwriter proof of loss,
duly sworn to, with full particulars.
|
|
|
(c)
|
Lost
Certificated Securities listed in a proof of loss shall be identified by certificate or bond
numbers if such securities were issued therewith.
|
|
|
(d)
|
Legal
proceedings for the recovery of any loss hereunder shall not be brought prior to the expiration
of 60 days after the original proof of loss is filed with the Underwriter or after the expiration
of 24 months from the discovery of such loss.
|
|
|
(e)
|
If
any limitation period embodied in this bond is prohibited by any law controlling the construction
hereof, such limitation period shall be deemed to be amended so as to equal the minimum limitation
period allowed by such law.
|
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
14 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(f)
|
This
bond affords coverage only in favor of the Insured. No suit, action or legal proceedings
shall be brought hereunder by any one other than the first Named Insured.
|
Valuation
Section 6.
The value of any loss for purposes of coverage under
this bond shall be the net loss to the Insured after crediting any receipts, payments or recoveries, however denominated, received by
the Insured in connection with the transaction giving rise to the loss. If the loss involves a loan, any interest or fees received by
the Insured in connection with the loan shall be such a credit.
Money
Any loss of Money, or loss payable in Money, shall be
paid, at the option of the Insured, in the Money of the country in which the loss was sustained or in the United States of America dollar
equivalent thereof determined at the rate of exchange at the time of payment of such loss.
Securities
The Underwriter shall settle in kind its liability
under this bond on account of a loss of any securities or, at the option of the Insured, shall pay to the Insured the cost of replacing
such securities, determined by the market value thereof at the time of such settlement. However, if prior to such settlement the Insured
shall be compelled by the demands of a third party or by market rules to purchase equivalent securities, and gives written notification
of this to the Underwriter, the cost incurred by the Insured shall be taken as the value of those securities. In case of a loss of subscription,
conversion or redemption privileges through the misplacement or loss of securities, the amount of such loss shall be the value of such
privileges immediately preceding the expiration thereof. If such securities cannot be replaced or have no quoted market value, or if
such privileges have no quoted market value, their value shall be determined by agreement or arbitration.
If the applicable coverage of this bond is subject to a
Deductible Amount and/or is not sufficient in amount to indemnify the Insured in full for the loss of securities for which claim is made
hereunder, the liability of the Underwriter under this bond is limited to the payment for, or the duplication of, so much of such securities
as has a value equal to the amount of such applicable coverage.
Books of Account and Other
Records
In case of loss of, or damage to, any books of account
or other records used by the Insured in its business, the Underwriter shall be liable under this bond only if such books or records are
actually reproduced and then for not more than the cost of the blank books, blank pages or other materials plus the cost of labor for
the actual transcription or copying of data which shall have been furnished by the Insured in order to reproduce such books and other
records.
Property other than Money,
Securities or Records
In case of loss of, or damage to, any property other
than Money, securities, books of account or other records, or damage covered under Insuring Agreement (B)(2),
the Underwriter shall not be liable for more than the actual cash value of such Property, or of items covered under Insuring Agreement
(B)(2). The Underwriter may, at its election, pay the actual cash
value of, replace or repair such property. Disagreement between the Underwriter and the Insured as to the cash value or as to the adequacy
of repair or replacement shall be resolved by arbitration.
Set-Off
Any loss covered under this bond shall be reduced by
a set-off consisting of any amount owed to the Employee (or to his or her assignee) causing the loss if such loss is covered under Insuring
Agreement(A).
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
15 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
Assignment - Subrogation -
Recovery - Cooperation
Section 7.
|
|
(a)
|
In
the event of payment under this bond, the Insured shall deliver, if so requested by the Underwriter,
an assignment of such of the Insured's rights, title and interest and causes of action as
it has against any person or entity to the extent of the loss payment.
|
|
|
(b)
|
In
the event of payment under this bond, the Underwriter shall be subrogated to all of the Insured's
rights of recovery therefor against any person or entity to the extent of such payment.
|
|
|
(c)
|
Recoveries,
whether effected by the Underwriter or by the Insured, shall be applied net of the expense
of such recovery first to the satisfaction of the Insured's loss which would otherwise have
been paid but for the fact that it is in excess of either the Single or Aggregate Limit of
Liability, secondly, to the Underwriter as reimbursement of amounts paid in settlement of
the Insured's claim, and thirdly, to the Insured in satisfaction of any Deductible Amount,
and fourthly, to the Insured for any loss not covered by this bond. Recovery on account of
loss of securities as set forth in the third paragraph of section 6 or recovery from reinsurance
and/or indemnity of the Underwriter shall not be deemed a recovery as used herein.
|
|
|
(d)
|
The
Insured shall execute all papers and render assistance to secure to the Underwriter the rights
and causes of action provided for herein. The Insured shall do nothing after discovery of
loss to prejudice such rights or causes of action.
|
Cooperation
Section 8.
Upon the Underwriter's request and at reasonable times and
places designated by the Underwriter the Insured shall:
|
|
(a)
|
submit
to examination by the Underwriter and subscribe to the same under oath;
|
|
|
(b)
|
produce
for the Underwriter's examination all pertinent records; and
|
|
|
(c)
|
cooperate
with the Underwriter in all matters pertaining to any claim or loss.
|
Anti-Bundling
Section 9.
If any Insuring Agreement requires that an enumerated
type of document be altered or Counterfeit, or contain a signature which is a Forgery or obtained through trick, artifice, fraud or false
pretenses, the alteration or Counterfeit or signature must be on or of the enumerated document itself not on or of some other document
submitted with, accompanying or incorporated by reference into the enumerated document.
Other Insurance or Indemnity
Section 10.
Coverage afforded hereunder shall apply only as excess
over any valid and collectible insurance or indemnity obtained by the Insured, or by one other than the Insured on Property, subject
to Exclusion (q) or by a Transportation Company, or by another
entity on whose premises the loss occurred or which employed the person causing the loss.
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
16 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
Covered Property
Section 11.
This bond shall apply to loss of Property (a)
owned by the Insured, (b) held by the Insured in any
capacity, or (c) owned and held by someone else under circumstances
which make the Insured responsible for the Property prior to the occurrence of the loss. This bond shall be for the sole use and benefit
of the Insured named in the Declarations.
Deductible Amount
Section 12.
The Underwriter shall be liable hereunder only for
the amount by which any single loss, as defined in Section 4, exceeds
the Single Loss Deductible amount for the Insuring Agreement or Coverage applicable to such loss, subject to the Aggregate Limit of Liability
and the applicable Single Loss Limit of Liability.
If the loss involves a dishonest or fraudulent act committed
by an Employee, or if the amount of the potential loss exceeds the amount set forth in item 6
of the Declarations, the Insured shall, in the time and in the manner prescribed in this bond, give the Underwriter notice
of any loss of the kind covered by the terms of this bond, even if the amount of the loss does not exceed the Single Loss Deductible,
and upon the request of the Underwriter shall file with it a brief statement giving the particulars concerning such loss.
Termination or Cancelation
Section 13.
This bond terminates as an entirety upon occurrence of any
of the following:
|
|
(a)
|
60
days after the receipt by the Insured of a written notice from the Underwriter of its desire
to cancel this bond;
|
|
|
(b)
|
immediately
upon the receipt by the Underwriter of a written notice from the Insured of its desire to
cancel this bond;
|
|
|
(c)
|
immediately
upon the taking over of the Insured by a receiver or other liquidator or by State or Federal
officials;
|
|
|
(d)
|
immediately
upon the taking over of the Insured by another institution;
|
|
|
(e)
|
immediately
upon exhaustion of the Aggregate Limit of Liability; or
|
|
|
(f)
|
immediately
upon expiration of the Bond Period as set forth in Item 2
of the Declarations.
|
If there is a Change in Control of an insured other
than the first Named Insured, this bond immediately terminates as to that Insured only.
This bond terminates as to any employee or any partner,
officer or employee of any Electronic Data Processor - (a) as soon
as any insured, or any director, Partner, Member or officer of an insured who is not in collusion with such person, learns of any dishonest
or fraudulent act committed by such person at any time, whether in the employment of the Insured or otherwise, whether or not of the
type covered under Insuring Agreement (A), against the Insured
or any other person or entity, without prejudice to the loss of any Property then in transit in the custody of such person, or (b)
15 days after the receipt by the Insured of a Written notice from the Underwriter of its desire to cancel this bond as to
such person.
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
17 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
Termination of this bond as to any insured terminates
liability for any loss sustained by such insured which is discovered after the effective date of such termination. Termination of this
bond as to any Employee, or any partner, officer or employee of any Electronic Data Processor, terminates liability for any loss caused
by a dishonest or fraudulent act committed by such person after the date of such termination.
In witness whereof, the Underwriter has caused this
bond to be executed on the Declarations Page.
|
|
Copyright,
The Surety and Fidelity Association of America, 2011
|
|
|
TSB 5062c (Ed. 05/11)
|
(Page
18 of 18)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 88 01 (Ed. 10 11)
FORMS AND RIDERS SCHEDULE
It is hereby understood and agreed the following forms and riders
are attached to and are a part of this bond:
|
Form No. /
|
Edition
|
Date
Added *
or
Date Deleted
|
Form Description
|
Rider No.
(if applicable)
|
|
TSB5062c
|
05-11
|
|
Financial
Institution Bond No. 14
|
|
|
SR6169c
|
12-16
|
|
North
Carolina Rider/Endorsement
|
|
|
SR6196
|
12-93
|
|
Computer
Systems Fraud Insuring Agreement
|
|
|
SR6271b
|
05-11
|
|
Fraudulent
Transfer Instructions Rider
|
|
|
SR6318
|
07-13
|
|
Amend
Exclusions
|
|
|
FI7344
|
08-15
|
|
General
Rider - Unauthorized Signatures
|
1
|
|
FI7320
|
08-15
|
|
Telefacsimile
Transfer Fraud
|
2
|
|
FI7357
|
08-16
|
|
Computer
Hacker Rider
|
3
|
|
FI7358
|
08-16
|
|
Computer
Virus Rider
|
4
|
|
IL7125
|
03-11
|
|
Named
Insured Endorsement
|
|
|
FI7345
|
08-15
|
|
Confidential
Information And Data Breach Clarifying Rider
|
5
|
|
FI7339
|
06-14
|
|
Virtual
Or On-Line Peer To Peer Mediums Of Exchange Exclusion
|
6
|
|
FI7340
|
08-15
|
|
Economic
And Trade Sanctions Clause
|
|
|
FI7341
|
04-17
|
|
In-Witness
Clause
|
|
|
*
If not at inception
|
|
FI 88 01 (Ed. 10/11)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
SR 6169c (Ed. 12/16)
RIDER/ENDORSEMENT
To be attached to and form
part of Financial Institution Bond Standard Form No. 14,
No. FS E701766 01 00
In favor of Barings BDC, Inc.
It is agreed that subsection (d) of Section 5 of the Bond
or subsection (f) of the Policy is deleted and replaced by the following:
Legal proceedings for the recovery
of any loss hereunder shall not be brought prior to the expiration of 60 days after the original proof of loss is filed with the Underwriter/Company
or after the expiration of 36 months from the discovery of such loss.
This Rider/Endorsement is effective as of the time the attached
bond/policy becomes effective.
NORTH CAROLINA REQUIREMENTS
FOR USE WITH FINANCIAL INSTITUTION BONDS, STANDARD FORMS
NOS. 14, 15, 24, 25, EXCESS BANK EMPLOYEE DISHONESTY BOND, STANDARD FORM NO. 28 AND COMPUTER CRIME POLICY FOR FINANCIAL INSTITUTIONS
TO COMPLY WITH STATUTORY REQUIREMENTS.
REVISED TO JANUARY 2017
|
SR 6169c (Ed. 12/16)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
SR 6196 (Ed. 12 93)
RIDER
To be attached to and form part of Financial Institution
Bond, Standard Form No. 14,
No. FS E701766 01 00 in favor of Barings BDC, Inc.
It is agreed that:
|
|
1.
|
The
attached bond is amended by adding an Insuring Agreement as follows:
|
COMPUTER SYSTEMS FRAUD
Loss resulting directly from a fraudulent
|
|
(1)
|
entry
of Electronic Data or Computer Program into, or
|
|
|
(2)
|
change
of Electronic Data or Computer Program within
|
any Computer System operated by the Insured, whether owned
or leased; or any Computer System identified in the application for this bond; or a Computer System first used by the Insured during
the Bond Period, as provided by the General Agreement B of this bond;
provided that the entry or change causes
(i)
Property to be transferred, paid or delivered,
|
|
(ii)
|
an
account of the Insured, or of its customer, to be added, deleted, debited or credited, or
|
(iii)
an unauthorized account or a fictitious account to be debited or credited
In this Insuring Agreement, fraudulent entry or change
shall include such entry or change made by an Employee of the Insured acting in good faith on an instruction from a software contractor
who has a written agreement with the Insured to design, implement or service programs for a Computer System covered by this Insuring
Agreement.
|
|
2.
|
In
addition to the Conditions and Limitations in the bond, the following, applicable to the
Computer Systems Fraud Insuring Agreement, are added:
|
DEFINITIONS
|
|
(A)
|
Computer
Program means a set of related electronic instructions which direct the operations and functions
of a computer or devices connected to it which enable the computer or devices to receive,
process, store or send Electronic Data;
|
|
|
(B)
|
Computer
System means
|
|
|
(1)
|
computers
with related peripheral components, including storage components wherever located,
|
|
|
(2)
|
systems
and applications software,
|
|
|
(3)
|
terminal
devices, and
|
Adopted December, 1993
|
SR
6196 (Ed. 12/93)
|
(Page
1 of 2)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(4)
|
related
communication networks
|
by which Electronic Data are electronically collected, transmitted,
processed, stored and retrieved;
|
|
(C)
|
Electronic
Data means facts or information converted to a form usable in a Computer System by Computer
Programs, and which is stored on magnetic tapes or disks, or optical storage disks or other
bulk media.
|
EXCLUSIONS
|
|
(A)
|
loss
resulting directly or indirectly from the assumption of liability by the Insured by contract
unless the liability arises from a loss covered by the Computer Systems Fraud Insuring Agreement
and would be imposed on the Insured regardless of the existence of the contract;
|
|
|
(B)
|
loss
resulting directly or indirectly from negotiable instruments, securities, documents or other
written instruments which bear a forged signature, or are counterfeit, altered or otherwise
fraudulent and which are used as source documentation in the preparation of Electronic Data
or manually keyed into a data terminal;
|
|
|
(C)
|
loss
resulting directly or indirectly from
|
|
|
(1)
|
mechanical
failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual
deterioration, electrical disturbance or electrical surge which affects a Computer System,
or
|
|
|
(2)
|
failure
or breakdown or electronic data processing media, or
|
|
|
(3)
|
error
or omission in programming or processing;
|
|
|
(D)
|
loss
resulting directly or indirectly from the input of Electronic Data into a Computer System
terminal device either on the premises of a customer of the Insured or under the control
of such a customer by a person who has authorized access to the customer's authentication
mechanism;
|
|
|
(E)
|
loss
resulting directly or indirectly from the theft of confidential information.
|
SINGLE LOSS LIMIT OF LIABILITY
All loss or series of losses involving the fraudulent
acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically
identified, shall be treated as a Single Loss and subject to the Single Loss Limit of Liability. A series of losses involving unidentified
individuals but arising from the same method of operation shall be deemed to involve the same individual and in that event shall be treated
as a Single Loss and subject to the Single Loss Limit of Liability.
|
|
3.
|
The
exclusion below, as found in the attached bond, does not apply to the Computer System Fraud
Insuring Agreement.
|
"loss involving any Uncertificated Security except an
Uncertificated Security of any Federal Reserve Bank of the United States or when covered under Insuring Agreement (A)";
|
|
4.
|
This
rider shall become effective as of 12:01 a.m. on 11/04/2021.
|
COMPUTER SYSTEMS FRAUD INSURING
AGREEMENT
FOR USE WITH FINANCIAL INSTITUTION BONDS, STANDARD FORMS
NOS. 14, 15 AND 25
Adopted December, 1993
|
SR
6196 (Ed. 12/93)
|
(Page
2 of 2)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
SR 6271b (Ed. 05 11)
RIDER
To be attached to and form part of Financial Institution
Bond, Standard Form No. 14,
No. FS E701766 01 00
In favor of Barings BDC, Inc.
|
|
1.
|
It
is agreed that the following Insuring Agreement is added to the above Bond:
|
Fraudulent Transfer Instructions
Loss resulting directly from
the Insured having, in good faith, transferred Money on deposit in a Customer's account, or a Customer's Certificated Securities, in
reliance upon a fraudulent instruction transmitted to the Insured via telefacsimile, telephone, or electronic mail; provided, however
that
|
|
(1)
|
The
fraudulent instruction purports, and reasonably appears, to have originated from:
|
|
|
(b)
|
an
Employee acting on instructions of such Customer; or
|
|
|
(c)
|
another
financial institution acting on behalf of such Customer with authority to make such instructions;
and
|
|
|
(2)
|
the
sender of the fraudulent instruction verified the instruction with the password, PIN, or
other security code of such Customer; and
|
|
|
(3)
|
the
sender was not, in fact, such Customer, was not authorized to act on behalf of such Customer,
and was not an Employee of the Insured; and
|
|
|
(4)
|
the
instruction was received by an Employee of the Insured specifically authorized by the Insured
to receive and act upon such instructions; and
|
|
|
(5)
|
for
any transfer exceeding the amount set forth in item 8
of this Rider, the Insured verified the instruction via a call back to a predetermined
telephone number set forth in the Insured's Written agreement with such Customer or other
verification procedure approved in writing by the Underwriter; and
|
|
|
(6)
|
the
Insured preserved a contemporaneous record of the call back, if any, and of the instruction
which verifies use of the authorized password, PIN or other security code of the Customer.
|
|
|
2.
|
As
used in the Rider, Customer means a natural person or entity which has a Written agreement
with the Insured authorizing the Insured to transfer Money on deposit in an account or Certificated
Securities in reliance upon instructions transmitted to the Insured via the means utilized
to transmit the fraudulent instruction.
|
|
|
3.
|
It
shall be a condition precedent to coverage under this Insuring Agreement that the Insured
assert any available claims, offsets or defenses against such Customer, any financial institution
or any other party to the transaction.
|
|
|
4.
|
The
following additional Exclusions are added to the Bond applicable only to this to Insuring
Agreement:
|
|
|
Copyright,
The Surety & Fidelity Association of America, 2011
|
|
|
SR 6271b (Ed. 05/11)
|
(Page
1 of 2)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(a)
|
loss
resulting directly or indirectly from a fraudulent instruction if the sender, or anyone acting
in collusion with the sender, ever had authorized access to such Customer's password, PIN
or other security code; and
|
|
|
(b)
|
loss
resulting directly or indirectly from the fraudulent alteration of an instruction to initiate
an automated clearing house (ACH) entry, or group of ACH entries, transmitted as an electronic
message, or as an attachment to an electronic message, sent via the Internet, unless:
|
|
|
(1)
|
each
ACH entry was individually verified via the call back procedure without regard to the amount
of the entry; or
|
|
|
(2)
|
the
instruction was formatted, encoded or encrypted so that any alteration in the ACH entry or
group of ACH entries would be apparent to the Insured.
|
|
|
5.
|
Liability
of the Underwriter under this Insuring Agreement shall be a part of, not in addition to,
the Aggregate Limit of Liability of this Bond.
|
|
|
6.
|
For
purposes of this Insuring Agreement, all loss or losses involving one natural person or entity,
or one group of natural persons or entities acting together, shall be a Single Loss without
regard to the number of transfers or the number of instructions involved. A series of losses
involving unidentified natural persons or entities but arising from the same method of operation
shall be deemed to involve the same natural person or entity and shall be treated as Single
Loss.
|
|
|
7.
|
The
Single Loss Limit of Liability and Single Loss Deductible applicable to loss under this Insuring
Agreement are set forth in the Declarations.
|
|
|
8.
|
The
amount of any single transfer for which verification via a call back will be required is:
$ 25,000
|
|
|
9.
|
This
Rider shall become effective as of 12:01 a.m. on 11/04/2021 .
|
Fraudulent Transfer Instructions
Rider
For use with Financial Institution
Bond, Standard Form Nos. 14, 24 and 25.
|
|
Copyright,
The Surety & Fidelity Association of America, 2011
|
|
|
SR 6271b (Ed. 05/11)
|
(Page
2 of 2)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
SR 6318 (Ed. 07 13)
AMEND EXCLUSIONS
To be attached to and form part of Financial Institution
Bond, Standard Form No. 14,
No. FS E701766 01 00 in favor of Barings BDC, Inc.
It is agreed that:
|
|
1.
|
The
attached bond is amended by deleting subsection (bb) of Section 2, Exclusions and by replacing
it with the following:
|
"loss resulting directly or indirectly from the theft,
disappearance, destruction or disclosure of confidential information including, but not limited to, trade secrets, personal customer
information, customer lists, a customer's personally identifiable financial or medical information and intellectual property, whether
such confidential information is owned by the insured or held by the insured in any capacity including concurrently with another person."
|
|
2.
|
The
following Section is added to the Conditions and Limitations of this bond:
|
"As used in this bond, loss does not include expenses
arising from a data security breach, including, but not limited to, forensic audit expenses, fines, penalties, expenses to comply with
federal and state laws and Payment Card Industry Data Security Standards (if applicable) and expenses related to notifying affected individuals
when the affected individuals' personally identifiable financial or medical information was stolen, accessed, downloaded or misappropriated
while in the insured's care, custody or control."
|
|
3.
|
This
rider shall become effective as of 12:01 a.m. on 11/04/2021 standard time.
|
Amend Exclusions
For use with Financial Institution
Bond Standard Form No. 14
|
|
Copyright,
The Surety & Fidelity Association of America, 2013
|
|
|
SR 6318 (Ed. 07/13)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 44 (Ed. 08/15)
RIDER
NO. 1
Unauthorized Signatures
To be attached to and form part of Financial Institution
Bond Standard Form No. 14
Bond No. FS E701766 01 00
In favor of Barings BDC, Inc.
It is agreed that:
|
|
1.
|
The
attached bond is amended by adding as an additional paragraph to Insuring Clause (D), Forgery
or Alteration, the following:
|
Loss resulting directly from the Insured having accepted,
paid or cashed any check or withdrawal order made or drawn on a customer’s account which bears the signature or endorsement of
one other than the person whose name and signature is on file with the Insured as a signatory on such account, shall be deemed to be
a Forgery under this Insuring Clause. It shall be a condition precedent to the Insured’s right of recovery under this Coverage that the
Insured shall have on the file signatures of all persons who are signatories on such account.
|
|
2.
|
The
limit of the underwriter’s liability for such coverage (Unauthorized Signatures Coverage)
shall be stated herein, subject to all the terms of this rider having reference thereto:
|
Limit of Liability: $3,650,000
Deductible: $10,000
|
|
2.
|
Nothing
herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,
provisions, agreements or limitations of the above mentioned Bond other than as stated herein.
|
|
|
3.
|
This
Rider shall become effective as of 12:01 a.m. on 11/04/2021 standard time.
|
|
FI 73 44 (Ed. 08/15)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 20 (Ed. 08/15)
RIDER
NO. 2
TELEFACSIMILE TRANSFER FRAUD
To be attached to and form part of FINANCIAL
INSTITUTION BOND STANDARD FORM NO. 14,
Bond No. FS E701766 01 00
In favor of Barings BDC, Inc.
See IL7125
It is agreed that:
|
|
1.
|
The
attached bond is hereby amended by adding to it an additional Insuring
Agreement as follows:
|
Telefacsimile Transfer Fraud
Loss resulting directly from the Insured having,
in good faith, transferred or delivered Funds, Certificated Securities or Uncertificated Securities through a Computer System covered
under the terms of the Computer System Fraud Insuring Agreement in reliance upon a fraudulent instruction received through a Telefacsimile
Device, and which instruction
|
|
(1)
|
purports
and reasonably appears to have originated from
|
|
|
(a)
|
a
Customer of the Insured,
|
|
|
(b)
|
another
financial institution, or
|
|
|
(c)
|
another
office of the Insured
|
but, in fact, was not originated by the Customer or entity
whose identification it bears and
|
|
(2)
|
contains
a valid test code which proves to have been used by a person who was not authorized to make
use of it and,
|
|
|
(3)
|
contains
the name of a person authorized to initiate such transfer; and
|
provided that, if the transfer was in excess of $ 25,000
the instruction was verified by a call-back according to a prearranged procedure.
In this Insuring Agreement, Customer means an entity
or individual which has a written agreement with the Insured authorizing the Insured to rely on Telefacsimile Device instructions to
initiate transfers and has provided the Insured with the names of persons authorized to initiate such transfers, and with which the Insured
has established an instruction verification mechanism, and Funds means Money on deposit in an account.
|
|
2.
|
In
addition to the Conditions and
Limitations in the bond and Computer Systems Fraud Insuring Agreement Rider, the
following Provisions are applicable to the Telefacsimle Transfer Fraud Insuring Agreement:
|
|
FI 73 20 (Ed. 08/15)
|
(Page
1 of 2)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
|
|
(1)
|
Telefacsimile
Device means a machine capable of sending or receiving
a duplicate image of a document by means of electronic impulses transmitted through a telephone
line and which reproduces the duplicate image on paper.
|
|
|
(2)
|
This
Insuring Agreement does not cover loss resulting directly or indirectly from the assumption
of liability by the Insured by contract unless the liability arises from a loss covered by
the Telefacsimile Transfer Fraud Insuring Agreement and would be imposed on the Insured regardless
of the existence of the contract.
|
|
|
(3)
|
Proof
of loss for claim under the Telefacsimile Transfer Fraud Insuring Agreement must include
a copy of the document reproduced by the Telefacsimile Device.
|
|
|
3.
|
The
exclusion below, as found in the Conditions
and Limitations of the attached bond, does not apply to the Telefacsimile Transfer
Fraud Insuring Agreement.
|
"loss involving any Uncertificated Security except
an Uncertificated Security of any Federal Reserve Bank of the United States or when covered under Insuring
Agreement (A)";
|
|
4.
|
Nothing
herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions,
provisions, agreements, or limitations of the above mentioned bond other than as stated herein.
|
|
|
5.
|
This
Rider shall become effective as of 12:01 a.m. on 11/04/2021 standard time.
|
|
FI 73 20 (Ed. 08/15)
|
(Page
2 of 2)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 57 (Ed. 08/16)
RIDER
NO. 3
COMPUTER HACKER RIDER
To be attached to and form part of FINANCIAL
INSTITUTION BOND NO. 14,
Bond No. FS E701766 01 00
In favor of Barings BDC, Inc.
See IL7125
It is agreed that:
|
|
1.
|
The
attached bond is hereby amended by adding to it an additional Insuring
Agreement as follows:
|
Destruction Of Data Or Programs
By Hacker
Loss resulting directly from the malicious destruction
of, or damage to Electronic Data or Computer Programs owned by the Insured or for which the Insured is legally liable while stored within
a Computer System that is owned or operated by those named as Insured.
The liability of the Underwriter shall be limited
to the cost of duplication of such Electronic Data or Computer Programs from other Electronic Data or Computer Programs, which shall
have been furnished by the Insured.
In the event, however, that destroyed or damaged
Computer Programs cannot be duplicated from other Computer Programs, the Underwriter will pay the cost incurred for computer time, computer
programmers, consultants or other technical specialists as is reasonably necessary to restore the Computer Programs to substantially
the previous level of operational capability.
|
|
(a)
|
Electronic
Data means facts or information converted to a form usable
in a Computer System by Computer Programs and which is stored on magnetic tapes or disks
or optical storage disks or other bulk media.
|
|
|
3.
|
Nothing
herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,
provisions, agreements, or limitations of the attached bond other than as above stated.
|
|
|
4.
|
This
Rider shall become effective as of 12:01 a.m. on 11/04/2021 standard time.
|
|
FI 73 57 (Ed. 08/16)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 58 (Ed. 08/16)
RIDER
NO. 4
COMPUTER VIRUS RIDER
To be attached to and form part of FINANCIAL
INSTITUTION BOND STANDARD FORM NO. 14,
Bond No. FS E701766 01 00
In favor of Barings BDC, Inc.
See IL7125
It is agreed that:
|
|
1.
|
The
attached bond is hereby amended by adding to it an additional Insuring
Agreement as follows:
|
Destruction Of Data Or Programs
By Virus
Loss resulting directly from the malicious destruction
of, or damage to, Electronic Data or Computer Programs owned by the Insured or for which the Insured is legally liable while stored within
a Computer System that is owned or operated by those named as Insured if such destruction or damage was caused by a computer program
or similar instruction which was written or altered to incorporate a hidden instruction designed to destroy or damage Electronic Data
or Computer Programs in the Computer System in which the computer program or instruction so written or so altered is used.
The Liability of the Underwriter shall be limited
to the cost of duplication of such Electronic Data or Computer Programs from other Electronic Data or Computer Programs, which shall
have been furnished by the Insured.
In the event, however, that destroyed or damaged
Computer Programs cannot be duplicated from other Computer Programs the Underwriter will pay the cost incurred for computer time, computer
programmers, consultants or other technical specialists as is reasonably necessary to restore the Computer Programs to substantially
the previous level of operational capability.
|
|
(a)
|
Electronic
Data means facts or information converted to a form
usable in a Computer System by Computer Programs and which is stored on magnetic tapes or
disks or optical storage disks or other bulk media.
|
|
|
3.
|
Nothing
herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,
provisions, agreements, or limitations of the attached bond other than as above stated.
|
|
|
4.
|
This
Rider shall become effective as of 12:01 a.m. on 11/04/2021 standard time.
|
|
FI 73 58 (Ed. 08/16)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
IL 71 25 (Ed. 03 11)
NAMED INSURED ENDORSEMENT
It is agreed that the Named Insured shown in the Declarations
is amended to read as follows:
Barings BDC, Inc.; Barings Capital Investment Corporation; Barings
Private Credit Corporation
|
IL
71 25 (Ed. 03/11)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 45 (Ed. 08/15)
RIDER
NO. 5
CONFIDENTIAL INFORMATION AND
DATA BREACH CLARIFYING RIDER
To be attached to and form part of Financial Institution
Bond Standard Form No. 14
Bond No. FS E701766 01 00
In favor of Barings BDC, Inc.
It is agreed that:
|
|
1.
|
CONDITIONS
AND LIMITATIONS, Section 2.
Exclusions is amended to include:
|
Confidential Information:
Loss resulting from:
|
|
a)
|
Theft,
disappearance, destruction or disclosure of the confidential or personal information of the
Insured or another person or entity for which the Insured is legally liable including, but
not limited to patents, trade secrets, personal information, processing methods, customer
lists, financial information, credit card information, intellectual property, health information,
or any other type of non-public information.
|
For purposes of coverage that may be attached to the
Bond by Rider which pertains to Computer Systems, confidential information cannot be properly transferred. A loss otherwise covered under
the Computer Systems Rider (if attached) shall not be excluded by the fact that confidential information was used to gain access to your
computer system or to the computer system of your financial institution in order to cause the fraudulent transfer.
|
|
b)
|
The
use of another person's or entity's confidential or personal information including but not
limited to, financial information, credit card information, health information or any other
type of non-public information.
|
Data Breach Costs:
Loss resulting from fees, costs, fines, penalties and
other expenses which are related to the access or disclosure of another person's or entity's confidential information, and the obligations
of the Insured to comply with federal and state privacy laws and Payment Card Industry Data Security Standards (if applicable) arising
from a data security breach, including, but not limited to, expenses related to notifying affected individuals when the affected individuals'
financial information, credit card information, health information or other type of non-public information was stolen, accessed, downloaded
or misappropriated while in the care, custody or control of the Insured.
|
|
2.
|
Nothing
herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions
and limitations, or provisions of the attached bond other than as above stated.
|
|
|
3.
|
This
Rider shall become effective as of 12:01 a.m. on 11/04/2021 standard time.
|
|
FI
73 45 (Ed. 08/15)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 39 (Ed. 06/14)
RIDER
NO. 6
VIRTUAL OR ON-LINE PEER TO
PEER MEDIUMS OF EXCHANGE EXCLUSION
To be attached to and form part of Financial Institution
Bond Standard Form No. 14
Bond No. FS E701766 01 00
In favor of Barings BDC, Inc.
This Rider amends the section entitled "Exclusions":
This bond does not cover:
|
|
1.
|
Loss
of virtual or on-line peer to peer mediums of exchange.
|
|
|
2.
|
Nothing
herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions,
provisions, agreements, or limitations of the above mentioned bond other than as stated herein.
|
|
|
3.
|
This
Rider shall become effective as of 12:01 a.m. on 11/04/2021 standard time.
|
|
FI
73 39 (Ed. 06/14)
|
(Page
1 of 1)
|
|
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 40 (Ed. 08/15)
THIS RIDER CHANGES YOUR BOND.
PLEASE READ IT CAREFULLY.
ECONOMIC AND TRADE SANCTIONS CLAUSE
This insurance does not apply to the extent that
trade or economic sanctions or other laws or regulations prohibit us from providing insurance.
|
R *
B0 * 11/10/2021 * FS E701766 01 00
|
Great American Insurance Company
|
|
|
|
|
010877
|
FI 73 41 (Ed. 04/17)
In Witness Clause
In Witness Whereof, we have caused this Financial Institution Bond to be
executed and attested, and, if required by state law, this Financial Institution Bond shall not be valid unless countersigned by our authorized
representative.
|
|
|
|
PRESIDENT
|
|
SECRETARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copyright Great American Insurance Co., 2009
|
|
|
FI 73 41 (Ed. 04/17)
|
|
|
Barings
BDC, Inc.
Secretary’s
Certificate
I, Ashlee Steinnerd,
Secretary of Barings BDC, Inc. (“BBDC” or the “Company”), hereby certify that the following resolutions were
duly adopted by the Board of Directors of the Company, including a majority of the Directors who are not “interested persons”
of the Company as defined in the Investment Company Act of 1940, as amended, (the “1940 Act”), on November 2, 2021, and remain
in full force and effect.
|
|
RESOLVED:
|
That each
Board hereby authorizes and approves of the naming of each of BBDC, BCIC, and BPCC, respectively,
as an insured under a joint insured fidelity bond (the “Bond”)
having an aggregate coverage of $3.65 million issued by Great American Insurance Company
against larceny and embezzlement and such other types of losses as are included in standard
fidelity bonds, covering the officers and the other employees of each Company from time to
time, who may singly, or jointly with others, have access to securities or funds of the respective
Company, either directly or through authority to draw upon such funds 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, containing such provisions as may
be required by the rules promulgated under the 1940 Act;
|
|
|
FURTHER
|
|
|
|
RESOLVED:
|
That the
proposed form and amount of the Bond be, and the same hereby are, approved each Board, and
separately approved by the directors of each Board who are not “interested persons”
(as defined in the 1940 Act) of the respective Company (the “Non-Interested Directors”),
based on such factors including, but not limited to the amount of the Bond, the expected
value of the assets of the relevant Company to which any person covered under the Bond may
have access, the estimated amount of the premium for such Bond, the type and terms of the
arrangements made for the custody and safekeeping of each respective Company’s assets,
and the nature of the securities in each respective Company’s portfolio;
|
|
|
FURTHER
|
|
|
|
RESOLVED:
|
That the
share of the premium to be allocated to each respective Company for the Bond, which is based
upon each Company’s proportionate share of the sum of the premiums that would have
been paid if such Bond had been purchased separately, be, and the same hereby is, approved
by each Board and separately approved by the Non-Interested Directors of each Board, after
having given due consideration to, among other things, the number of other parties insured
under the Bond, the nature of the business activities of those other parties, the amount
of the Bond and the extent to which the share of the premium allocated to the relevant Company
under the Bond is less than the premium such Company would have had to pay had it maintained
a single insured bond;
|
|
|
FURTHER
|
|
|
|
RESOLVED:
|
Each Board
authorizes the officers of the respective Company, and each of such officers, to obtain the
Bond and pay the premium therefor;
|
|
|
FURTHER
|
|
|
|
RESOLVED:
|
that the
agreement by and among each Company (the “Joint Fidelity Bond Agreement”),
in the form attached hereto as Annex A, providing that in the event that any recovery is
received under the Bond as a result of a loss sustained by a Company and also by any other
named insured, such Company shall receive an equitable and proportionate share of the recovery,
but in no event less than the amount it would have received had it provided and maintained
a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1,
is approved with such further changes therein as the officers of each respective Company
may determine to be necessary or desirable and proper with the advice of the respective Company’s
counsel, the execution of said Joint Fidelity Bond Agreement by such officers to be conclusive
evidence of such determination; and
|
|
|
FURTHER
|
|
|
|
RESOLVED:
|
That the
Secretary of each respective Company be, and hereby is, designated as the party responsible
for making the necessary filings and giving the notices with respect the Bond required by
paragraph (g) of Rule 17g-1 under the 1940 Act.
|
IN WITNESS WHEREOF,
I have hereunto set my hand and the common seal of the Trust this 17th day of December, 2021.
/s/ Ashlee Steinnerd
Ashlee Steinnerd
Secretary
Barings BDC (NYSE:BBDC)
Historical Stock Chart
From Nov 2024 to Dec 2024
Barings BDC (NYSE:BBDC)
Historical Stock Chart
From Dec 2023 to Dec 2024
