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FINANCIAL
INSTITUTION BOND
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STATE
FRAUD STATEMENT
NEW
YORK
Any
person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement
of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact
material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed
five thousand dollars and the stated value of the claim for each such violation.
AXIS
104 0415
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1 of 1
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FINANCIAL
INSTITUTION BOND
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POLICYHOLDER
NOTICE
ECONOMIC
AND TRADE SANCTIONS
This
Notice provides information concerning possible impact on your insurance coverage due to directives issued by the Office of Foreign
Assets Control (OFAC).
THE
OFFICE OF FOREIGN ASSETS CONTROL (“OFAC”) OF THE US DEPARTMENT OF THE TREASURY ADMINISTERS AND ENFORCES ECONOMIC AND
TRADE SANCTIONS BASED ON US FOREIGN POLICY AND NATIONAL SECURITY GOALS AGAINST TARGETED FOREIGN COUNTRIES AND REGIMES, TERRORISTS,
INTERNATIONAL NARCOTICS TRAFFICKERS, THOSE ENGAGED IN ACTIVITIES RELATED TO THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION,
AND OTHER THREATS TO THE NATIONAL SECURITY, FOREIGN POLICY OR ECONOMY OF THE UNITED STATES.
WHENEVER
COVERAGE PROVIDED BY THIS POLICY WOULD BE IN VIOLATION OF ANY U.S. ECONOMIC OR TRADE SANCTIONS, SUCH COVERAGE SHALL BE NULL AND
VOID.
FOR
MORE INFORMATION, PLEASE REFER TO:
HTTPS://WWW.TREASURY.GOV/RESOURCE-CENTER/SANCTIONS/PAGES/DEFAULT.ASPX
AXIS
906 0316
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NOTICE:
THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE
DEPARTMENT. HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND
REGULATIONS.
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FINANCIAL
INSTITUTION BOND
Standard
Form No. 14, Revised to October, 1987
Bond
No. P-001-000116208-01
AXIS
Insurance Company (admitted)
111
South Wacker Drive, Suite 3500, Chicago, IL 60606
(866) 259-5435
A
Stock Insurer
(Herein
called Underwriter)
DECLARATIONS
Item
1.
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Name
of Insured (herein called Insured):
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Blackstone
GSO Long Short Credit Income Fund
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Principal
Address:
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280
Park Avenue, 11th Floor
NEW YORK, NY 10017
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Item 2.
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Bond Period: from 12:01 a.m. on
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05/25/2020
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to
12:01 a.m. on
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05/25/2021
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(MONTH,
DAY, YEAR)
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(MONTH,
DAY, YEAR)
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Item
3.
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The
Aggregate Limit of Liability of the Underwriter during the Bond Period shall be N/A
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Item
4.
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Subject
to Sections 4 and 11 hereof,
the Single Loss Limit of Liability is $4,000,000
and the Single Loss Deductible is $0
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Provided,
however, that if any amounts are inserted below opposite specified Insuring Agreements or Coverages, those amounts shall be controlling.
Any amount set forth below shall be part of and not in addition to amounts set forth above. (If an Insuring Agreement or Coverage
is to be deleted, insert “Not Covered.”)
Amount
applicable to:
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Single
Loss
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Single
Loss
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Limit
of Liability
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Deductible
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Insuring
Agreement (A) – FIDELITY
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$4,000,000
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$0
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Insuring
Agreement (B) – ON PREMISES
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$4,000,000
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$25,000
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Insuring
Agreement (C) – IN TRANSIT
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$4,000,000
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$25,000
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Insuring
Agreement (D)—FORGERY OR ALTERATION
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$4,000,000
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$25,000
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Insuring
Agreement (E)—SECURITIES
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$4,000,000
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$25,000
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Insuring
Agreement (F) – COUNTERFEIT CURRENCY
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$4,000,000
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$25,000
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Coverage
on Partners
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Not
Covered
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Optional
Insuring Agreements and Coverages:
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Audit
Expense
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$10,000
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$2,500
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Claim
Expense
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$10,000
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$2,500
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Computer
Systems Fraud
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$4,000,000
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$25,000
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Customer
Funds Transfer Fraud
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$4,000,000
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$25,000
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Class Code: 2-14057
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TSB 5062b 1087
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Copyright, The Surety Association of America, 1987
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Page 1 of 7
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Aggregate
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Limit
of Liability
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Social
Engineering Fraud
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$50,000
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$50,000
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$50,000
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If
“Not Covered” is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or
Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom.
Item
5.
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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.
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State
Fraud Statement
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AXIS
104 0415
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Policyholder
Notice - Economic And Trade Sanctions
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AXIS
906 0316
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Financial
Institution Bond (Standard Form No. 14)
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TSB
5062b 1087
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Signature
Page
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AXIS
102AIC 0615
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1
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Amend
Named Insured Rider
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AXIS
1012152 0119
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2
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Audit
Expense Insuring Agreement Rider
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AXIS
1012153 0119
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3
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Claim
Expense Insuring Agreement Rider
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AXIS
1012155 0119
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4
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Amend
Racketeering Exclusion Rider
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AXIS
1012161 0119
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5
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Amend
Fidelity Insuring to Include Larceny and Embezzlement
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AXIS
1012168 0119
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Agreement
Rider
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6
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Amend
Valuation Rider
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AXIS
1012170 0119
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7
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Amend
Counterfeit Currency or Money Insuring Agreement Rider
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AXIS
1012171 0119
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8
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Governmental
or Regulatory Authority Notification Rider
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AXIS
1012175 0119
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9
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Amend
Knowledge of Insured Rider
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AXIS
1012178 0119
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10
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Protected
Information Exclusion Rider
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AXIS
1012180 0119
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11
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Notice
of Loss by E-Mail Rider
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AXIS
1012189 0119
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12
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Change
of Ownership or Control Notice Rider
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AXIS
1012191 0119
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13
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Customer
Funds Transfer Fraud Insuring Agreement with Call Back
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AXIS
1012198 0119
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for
Transfers in Excess of the Deductible Rider
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14
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Automatic
Increase in Limits for Investment Companies Rider
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AXIS
1012210 0119
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15
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Automatic
Coverage for New Investment Funds Rider
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AXIS
1012211 0119
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16
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Social
Engineering Fraud Insuring Agreement Rider
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AXIS
1012225 0119
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17
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New
York Statutory Rider
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AXIS
1012253 0119
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18
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Central
Handling of Securities Rider
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SR
5967e 1087
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19
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ERISA
Rider
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SR
6145b 0690
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20
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New
York Statutory Rider
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SR
6180d 0709
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21
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Computer
Systems Fraud Insuring Agreement Rider
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SR
6196 1293
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Blackstone
GSO Rider - Amend Definition of Employee
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MANU-9438
0720
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S.E.C.
- Sole Insured Cancelation Clause Rider
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SR
5384C 1087
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Class Code: 2-14057
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TSB 5062b 1087
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Copyright, The Surety Association of America, 1987
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Page 2 of 7
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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:
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(a)
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to cause the Insured to sustain
such loss; and
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(b)
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to
obtain financial benefit for the Employee and which, in fact, result in obtaining such
benefit.
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As
used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment,
including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
ON
PREMISES
(B) (1) Loss of
Property resulting directly from
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(a)
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robbery,
burglary, misplacement, mysterious unexplainable disappearance and damage thereto or
destruction thereof, or
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(b)
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theft,
false pretenses, common-law or statutory larceny, committed by a person present in an
office or on the premises of the Insured,
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while the Property is lodged
or deposited within offices or premises located anywhere.
(2) Loss
of or damage to
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(a)
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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, or by vandalism or malicious mischief, or
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(b)
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such
office resulting from larceny or theft in, or by burglary or robbery of such office or
attempt thereat, or to the interior of such office by vandalism or malicious mischief.
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provided that
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(i)
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the
Insured is the owner of such furnishings, fixtures, supplies, equipment, or office or
is liable for such loss or damage, and
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(ii)
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the loss is not caused by
fire.
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IN
TRANSIT
(C) Loss
of Property resulting directly from robbery, common-law or statutory larceny, theft, misplacement, mysterious unexplainable disappearance,
being lost or made away with, and damage thereto or destruction thereof, while the Property is in transit anywhere in the custody
of
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(a)
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a
natural person acting as a messenger of the Insured (or another natural person acting
as messenger or custodian during an emergency arising from the incapacity of the original
messenger), or
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(b)
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a
Transportation Company and being transported in an armored motor vehicle, or
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(c)
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a
Transportation Company and being transported in a conveyance other than an armored motor
vehicle provided that covered Property transported in such manner is limited to the following:
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(i)
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records, whether recorded
in writing or electronically, and
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(ii)
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Certified
Securities issued in registered form and not endorsed, or with restrictive endorsements,
and
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(iii)
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Negotiable
Instruments not payable to bearer, or not endorsed, or with restrictive endorsements.
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Coverage
under this Insuring Agreement begins immediately upon the receipt of such Property by the natural person or Transportation Company
and ends immediately upon delivery to the designated recipient or its agent.
FORGERY
OR ALTERATION
(D) Loss resulting directly from
(1) Forgery or alteration of, on or in any Negotiable Instrument (except an Evidence of Debt), Acceptance, Withdrawal Order, receipt
for the withdrawal of Property, Certificate of Deposit or Letter of Credit.
(2) transferring, paying or delivering any funds or Property or establishing any credit or giving any value on the faith of any written
instructions or advices directed to the Insured and authorizing or acknowledging the transfer, payment, delivery or receipt of
funds or Property, which instructions or advices purport to have been signed or endorsed by any customer of the Insured or by
any financial institution but which instructions or advices either bear a signature which is a Forgery or have been altered without
the knowledge and consent of such customer or financial institution.
A
mechanically reproduced facsimile signature is treated the same as 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 original
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(a)
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Certificated Security,
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(b)
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deed,
mortgage or other instrument conveying title to, or creating or discharging a lien upon,
real property,
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(d)
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Instruction to a Federal Reserve
Bank of the United States, or
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(e)
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Statement of Uncertificated
Security of any Federal Reserve
Bank of the United States
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which
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(i)
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bears
a signature of any maker, drawer, issuer, endorser, assignor, lessee, transfer agent,
registrar, acceptor, surety, guarantor, or of any person signing in any other capacity
which is a Forgery, or
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(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 (c) above.
(3) acquired, sold or delivered, or given value, extended credit or assumed liability, on the faith of any item listed in (a) and
(b) above which is a Counterfeit.
A
mechanically reproduced facsimile signature is treated the same as a handwritten signature.
COUNTERFEIT
CURRENCY
(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. Loss sustained by any nominee organized by the Insured for the purpose of handling certain of its business transactions and composed
exclusively of its Employees 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
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(a)
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has occurred or will occur
in offices or premises, or
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(b)
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has
been caused or will be caused by an employee or employees of such institution, or
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(c) 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
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(i)
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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
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(ii)
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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
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Class Code: 2-14057
TSB 5062b 1087
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Copyright, The Surety Association of America, 1987
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Page 3 of 7
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(iii)
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upon
obtaining such consent, pay to the Underwriter an additional premium.
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CHANGE
OF CONTROL—NOTICE
C.
When the Insured learns of a change in control, it shall give written notice to the Underwriter.
As
used in this General Agreement, control means the power to determine the management or policy of a controlling holding company
or the Insured by virtue of voting stock ownership. A change in ownership of voting stock which results in direct or indirect
ownership by a stockholder or an affiliated group of stockholders of ten percent (10%) or more of such stock shall be presumed
to result in a change of control for the purpose of the required notice.
Failure
to give the required notice shall result in termination of coverage for any loss involving a transferee, to be effective upon
the date of the stock transfer.
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
misrepresentation, omission, concealment or incorrect statement of a material fact, in the application or otherwise, shall be
grounds for the rescission of this bond.
JOINT
INSURED
E. If two or more Insureds are covered under this bond, the first named Insured 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 by
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.
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.
CONDITIONS
AND LIMITATIONS
DEFINITIONS
Section
1. As used in this bond:
(a) Acceptance means a draft which the drawee has, by signature written thereon, engaged to honor as presented.
(b) Certificate of Deposit means an acknowledgment in writing by a financial institution of receipt of Money with an engagement to
repay it.
(c) Certificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation
of the issuer, which is:
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(1)
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represented
by an instrument issued in bearer or registered form;
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(2)
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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
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(3)
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either
one of a class or series or by its terms divisible into a class or series of shares,
participations, interests or obligations.
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(d) Counterfeit means an imitation of an actual valid original which is intended to deceive and to be taken as the original.
(e) Employee means
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(1)
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a
natural person in the service of the Insured at any of the Insured’s offices or
premises covered hereunder whom the Insured compensates directly by salary or commissions
and whom the Insured has the right to direct and control while performing services for
the Insured;
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(2)
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an
attorney retained by the Insured and an employee of such attorney while either is performing
legal services for the Insured;
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(3)
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a
person provided by an employment contractor to perform employee duties for the Insured
under the Insured’s supervision at any of the Insured’s offices or premises
covered hereunder, and a guest student pursuing studies or duties in any of said offices
or premises;
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(4)
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an employee of an institution
merged or consolidated with the Insured prior to the effective
date of this bond;
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(5)
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each natural person, partnership
or corporation authorized by the Insured to perform services as data processor of checks or other accounting records of the Insured
(not including preparation or modification of computer software or programs), herein called Processor. (Each such Processor, and
the partners, officers and employees of such Processor shall, collectively, be deemed to be one Employee for all the
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purposes of this bond, excepting,
however, the second paragraph of Section 12. A Federal Reserve Bank or clearing house shall not be construed to be a processor.);
and
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(6)
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a Partner of the Insured,
unless not covered as stated in Item 4 of the Declarations.
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(f) Evidence of Debt means an instrument, including a Negotiable Instrument, 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.
(g) Financial Interest in the Insured of the Insured’s general partner(s), or limited partner(s), committing dishonest or fraudulent
acts covered by this bond or concerned or implicated therein means:
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(1)
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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:
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(a)
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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
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(b)
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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;
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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 (g)(1)(b) preceding, plus the amount of coverage afforded by this bond on account of such loss, is not sufficient
to enable the Insured
Class Code: 2-14057
TSB 5062b 1087
|
Copyright, The Surety Association of America, 1987
|
Page 4 of 7
|
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
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(2)
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as
respects limited partners the value of such limited partner’s(’) investment
in the Insured.
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(h) Forgery means the signing of the name of another person or organization with intent to deceive; it does not mean 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.
(i) 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.
(j) Instruction means a written order to the issuer of an Uncertificated Security requesting that the transfer, pledge, or release
from pledge of the Uncertificated Security specified be registered.
(k) Letter of Credit means an engagement in writing by a bank or other person made at the request of a customer that the bank or other
person will honor drafts or other demands for payment upon compliance with the conditions specified in the Letter of Credit.
(l) Money
means a medium of exchange in current use authorized or adopted by a domestic or foreign government as a part of its currency.
(m) Negotiable Instrument means any writing
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(1)
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signed by the maker or drawer;
and
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|
(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; and
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(3)
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is payable on demand or at
a definite time; and
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(4)
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is payable to order or bearer.
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(n) Partner means a natural
person who
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(1)
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is a general partner of the
Insured, or
|
|
(2)
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is a limited partner and an
Employee (as defined in Section 1(e)(1)
of the bond) of the Insured.
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(o) Property means Money, Certificated Securities, Uncertificated Securities of any Federal Reserve Bank of the United States, 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 writing
or electronically, gems, jewelry, precious metals of all kinds and in any form, and tangible items of personal property which
are not herein before enumerated.
(p) Statement of Uncertificated Security means a written statement of the issuer of an Uncertificated Security containing:
|
(1)
|
a
description of the Issue of which the Uncertificated Security is a part;
|
|
(2)
|
the number of shares or units:
|
|
(a)
|
transferred to the registered
owner;
|
|
(b)
|
pledged
by the registered owner to the registered pledgee;
|
|
(c)
|
released from pledge by the
registered pledgee;
|
|
(d)
|
registered
in the name of the registered owner on the date of the statement; or
|
|
(e)
|
subject to pledge on the date
of the statement;
|
|
(3)
|
the
name and address of the registered owner and registered pledgee;
|
|
(4)
|
a
notation of any liens and restrictions of the issuer and any adverse claims to which
the Uncertificated Security is or may be subject or a statement that there are none of
those liens, restrictions or adverse claims; and
|
|
(a)
|
the
transfer of the shares or units to the new registered owner of the shares or units was
registered;
|
|
(b)
|
the pledge of the registered
pledgee was registered, or
|
|
(c)
|
of the statement, if it is
a periodic or annual statement.
|
(q) Transportation Company means any organization which provides its own or leased vehicles for transportation or which provides freight
forwarding or air express services.
(r) Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation
of the issuer, which is:
|
(1)
|
not
represented by an instrument and the transfer of which is registered upon books maintained
for that purpose by or on behalf of the issuer;
|
|
(2)
|
of a type commonly dealt in
on securities exchanges or markets; 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.
|
(s) Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a customer of the Insured authorizing
the Insured to debit the customer’s account in the amount of funds stated therein.
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; provided, however, that
this paragraph shall not apply to loss resulting from industrial uses of nuclear energy;
(d) loss resulting 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 unless such person is also an Employee or an elected official of the Insured in some
other capacity, nor, in any event, loss resulting from the act or acts of any person while acting in the capacity of a member
of such Board or equivalent body;
(e) loss resulting 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 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), (D) or
(E);
(f) loss
resulting from any violation by the Insured or by any Employee
|
(1)
|
of
law regulating (i) the issuance, purchase or sale of securities, (ii) securities transactions
upon 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 fraudulent or dishonest 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 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, or
|
(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);
Class Code: 2-14057
TSB 5062b 1087
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Copyright, The Surety Association of America, 1987
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Page 5 of 7
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(m) loss
through the surrender of Property away from an office of the Insured as a result of a threat
|
(1)
|
to
do bodily harm to any person, except loss of Property in transit in the custody of any
person acting as messenger provided that when such transit was initiated there was no
knowledge by the Insured of any such threat, or
|
(2) to
do damage to the premises or property of the Insured, except when covered under Insuring Agreement (A);
(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, unless such payments or withdrawals are physically received by such depositor or customer or
representative of such depositor or customer who is within the office of the Insured at the time of such payment or withdrawal,
or except when covered under Insuring Agreement (A);
(o) loss 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), (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 takes possession of 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),
|
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, except compensatory damages, but not multiples thereof, arising directly
from a loss covered under this bond;
(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;
(w) 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);
(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 of the Insured unless the amount of such loss exceeds the Financial Interest in the
Insured of such Partner and the Deductible Amount applicable to this bond, 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.
DISCOVERY
Section
3. This bond applies to loss 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 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
|
|
(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 not be increased or reinstated by any recovery made and applied in accordance with subsections
(a), (b) and (c) of Section 7. 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.
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, or
|
|
(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, or
|
|
(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 embodied in this bond is prohibited by any law controlling the construction hereof, such limitation shall be
deemed to be amended so as to equal the minimum period of limitation provided by such law.
(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 named Insured.
VALUATION
Section
6. 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.
Class Code: 2-14057
TSB 5062b 1087
|
Copyright, The Surety Association of America, 1987
|
Page 6 of 7
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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 causing the loss if such
loss is covered under Insuring Agreement (A)
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. Recovery on account of loss
of securities as set forth in the second paragraph of Section 6 or recovery from reinsurance and/or indemnity of the Underwriter
shall not be deemed a recovery as used herein.
(d)
Upon the Underwriter’s request and at reasonable times and places designated by the Underwriter the Insured shall
|
(1)
|
submit
to examination by the Underwriter and subscribe to the same under oath; and
|
|
(2)
|
produce
for the Underwriter’s examination all pertinent records; and
|
|
(3)
|
cooperate
with the Underwriter in all matters pertaining to the loss.
|
(e)
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.
LIMIT
OF LIABILITY UNDER THIS BOND AND PRIOR INSURANCE
Section 8. With respect to any loss set forth in sub-section (c) of Section
4 of this bond which is recoverable or recovered in whole or in part under any other bonds or policies issued by the
Underwriter to the Insured or to any predecessor in interest of the Insured and terminated or canceled or allowed to expire
and in which the period for discovery has not expired at the time any such loss thereunder is discovered, the total liability
of the Underwriter under this bond and under such other bonds or policies shall not exceed, in the aggregate, the amount
carried hereunder on such loss or the amount
available
to the Insured under such other bonds or policies, as limited by the terms and conditions thereof, for any such loss if the latter
amount be the larger.
If
the coverage of this bond supersedes in whole or in part the coverage of any other bond or policy of insurance issued by an Insurer
other than the Underwriter and terminated, canceled or allowed to expire, the Underwriter, with respect to any loss sustained
prior to such termination, cancelation or expiration and discovered within the period permitted under such other bond or policy
for the discovery of loss thereunder, shall be liable under this bond only for that part of such loss covered by this bond as
is in excess of the amount recoverable or recovered on account of such loss under such other bond or policy, anything to the contrary
in such other bond or policy notwithstanding.
OTHER
INSURANCE OR INDEMNITY
Section
9. 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 or the messenger conveying the Property involved.
OWNERSHIP
Section
10. This bond shall apply to loss of Property (1) owned by the Insured, (2) held by the Insured in any capacity, or (3) for which
the Insured is legally liable. This bond shall be for the sole use and benefit of the Insured named in the Declarations.
DEDUCTIBLE
AMOUNT
Section
11. 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.
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, whether or not the Underwriter is liable therefor, and upon the request of the Underwriter shall file
with it a brief statement giving the particulars concerning such loss.
TERMINATION
OR CANCELATION
Section
12. 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, or (b) immediately upon the receipt by the Underwriter
of a written notice from the Insured of its desire to cancel this bond, or (c) immediately upon the taking over of the Insured
by a receiver or other liquidator or by State or Federal officials, or (d) immediately upon the taking over of the Insured by
another institution, or (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.
This
bond terminates as to any Employee or any partner, officer or employee of any Processor—(a) as soon as any Insured, or any
director or officer 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.
Termination
of the bond as to any Insured terminates liability for any loss sustained by such Insured which is discovered after the effective
date of such termination.
In
witness whereof, the Underwriter has caused this bond to be executed on the Declarations page.
Class Code: 2-14057
TSB 5062b 1087
|
Copyright, The Surety Association of America, 1987
|
Page 7 of 7
|
|
FINANCIAL
INSTITUTION BOND
|
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the Insurer has caused this policy to be issued by affixing hereto the facsimile signatures of its President
and Secretary.
|
|
|
|
Secretary
|
President
|
|
|
Andrew
Weissert, Secretary
|
Carlton
W. Maner, President
|
AXIS
102AIC 0615
|
Page
1 of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
1
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AMEND
NAMED INSURED RIDER
It
is agreed that Item 1. Name of Insured (herein called Insured) of the Declarations is amended to include the following:
Blackstone/GSO
Senior Floating Rate Term Fund
Blackstone/GSO Strategic Credit Fund
Blackstone/GSO Floating Rate Enhanced Income Fund
All
other provisions of the bond remain unchanged.
AXIS 1012152 0119
|
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copyright material of The Surety Association of America
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
2
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AUDIT EXPENSE INSURING AGREEMENT RIDER
AUDIT EXPENSE INSURING AGREEMENT
COVERAGE SCHEDULE
|
Audit Expense Insuring Agreement
|
Audit Expense Insuring Agreement
|
Single Loss Limit of Liability
|
Single Loss Deductible
|
$10,000
|
$2,500
|
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
A.
|
The
INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
|
AUDIT
EXPENSE
Reasonable
expenses incurred by the Insured for that part of the cost of audits or examinations required by any governmental regulatory authority
to be conducted either by such authority or by an independent accountant by reason of the discovery of loss under Insuring Agreement
(A) FIDELITY.
B.
|
The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Audit Expense Insuring Agreement are as set forth
in the Declarations or in the above schedule. Such limit shall be part of, and not in addition to, the Single Loss Limit of Liability
for Insuring Agreement (A) FIDELITY set forth in the Declarations.
|
C.
|
Paragraph
(1) of Exclusion (u) shall not apply to the Audit Expense Insuring Agreement.
|
All
other provisions of the bond remain unchanged.
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Page 1
of 1
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|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
3
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
CLAIM EXPENSE INSURING AGREEMENT
RIDER
CLAIM EXPENSE INSURING AGREEMENT
COVERAGE SCHEDULE
|
Claim Expense Insuring Agreement
|
Claim Expense Insuring Agreement
|
Single Loss Limit of Liability
|
Single Loss Deductible
|
$10,000
|
$2,500
|
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
A.
|
The
INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
|
CLAIM
EXPENSE
Reasonable
expenses necessarily incurred and paid by the Insured in preparing any valid claim for loss covered under this bond.
B.
|
The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Claim Expense Insuring Agreement are as set forth
in the Declarations or in the above schedule. Such limit shall be part of, and not in addition to, the Single Loss Limit of Liability
for the Insuring Agreement applicable to the loss that is the subject of the valid claim as set forth in the Claim Expense Insuring
Agreement.
|
C.
|
Paragraph
(1) of Exclusion (u) shall not apply to the Claim Expense Insuring Agreement.
|
All
other provisions of the bond remain unchanged.
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Page 1
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FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
4
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AMEND
RACKETEERING EXCLUSION RIDER
It
is agreed that Exclusion 2(j) of the EXCLUSIONS section is replaced with the following:
damages
resulting from any civil, criminal or other legal proceeding in which the Insured is adjudicated 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;
All
other provisions of the bond remain unchanged.
AXIS 1012161 0119
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Page 1
of 1
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|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
5
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AMEND
FIDELITY INSURING AGREEMENT TO INCLUDE LARCENY AND EMBEZZLEMENT RIDER
It
is agreed that:
A.
|
Insuring
Agreement (A) FIDELITY is replaced with the following:
|
Loss
resulting directly from dishonest or fraudulent acts, including Larceny or Embezzlement, 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 or entity.
Notwithstanding
the foregoing, however, it is agreed that with regard to Loans and/or Trading, this bond covers only loss resulting directly from
dishonest or fraudulent acts committed by an Employee with the intent to cause the Insured to sustain such loss and which results
in a financial benefit for the Employee.
As
used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment,
including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
The
term Loans, as used in this Insuring Agreement, means all extensions of credit by the Insured and all transactions creating a
creditor relationship in favor of the Insured and all transactions by which the Insured assumes an existing creditor relationship.
The
term Trading, as used in this Insuring Agreement, means trading or other dealing in securities, commodities, futures, options,
swaps, foreign or Federal Funds, currencies, foreign exchange and the like.
B.
|
Solely
with respect to the coverage provided by this Rider, the term Larceny and Embezzlement shall have the same meaning set forth in
Section 37 of The Investment Company Act of 1940.
|
All
other provisions of the bond remain unchanged.
AXIS 1012168 0119
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|
Page 1
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|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
6
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AMEND
VALUATION RIDER
It
is agreed that the paragraph in the VALUATION condition addressing loss of Money, or loss payable in Money, is replaced with the
following:
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 published in
The Wall Street Journal on the day immediately preceding the date the loss was discovered.
All
other provisions of the bond remain unchanged.
AXIS 1012170 0119
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copyright material of The Surety Association of America
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
7
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AMEND
COUNTERFEIT CURRENCY OR MONEY INSURING AGREEMENT RIDER
It
is agreed that Insuring Agreement (F) COUNTERFEIT CURRENCY or COUNTERFEIT MONEY, as applicable, is replaced with the following:
Loss
resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money of the United States of America, Canada,
or any other country.
All
other provisions of the bond remain unchanged.
AXIS 1012171 0119
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copyright material of The Surety Association of America
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
8
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
GOVERNMENTAL OR REGULATORY AUTHORITY NOTIFICATION
RIDER
SCHEDULE OF GOVERNMENTAL OR REGULATORY
AUTHORITIES
|
Securities and Exchange Commission (“SEC”)
|
It
is agreed that:
A.
|
In
the event that this bond is cancelled, terminated, or Substantially Modified, the Underwriter agrees to use its best efforts to
notify each governmental or regulatory authority identified in the above Schedule within 60 days following such cancellation,
termination, or modification, whether such cancellation, termination, or modification is at the request of the Insured or the
Underwriter. Failure on the part of the Underwriter to provide such notice shall not impair or delay the effectiveness of such
cancellation, termination, or modification, nor shall the Underwriter be held liable in any way for such failure.
|
B.
|
For
the purposes of this Rider, Substantially Modified means a change in the type or amount of fidelity bond coverage, or a change
in the exclusions of this bond, or any change in the bond such that it no longer meets the requirements of the applicable laws
or regulations of a governmental or regulatory authority identified in the above Schedule.
|
All
other provisions of the bond remain unchanged.
AXIS 1012175 0119
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|
Page 1
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|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
9
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AMEND
KNOWLEDGE OF INSURED RIDER
It
is agreed that:
A.
|
The
JOINT INSURED or JOINT INSUREDS, as applicable, section of the GENERAL AGREEMENTS is replaced with the following:
|
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 Risk Management, Human Resources, General Counsel or Internal Audit Departments or the
functional equivalent of any Insured shall constitute knowledge or discovery by all Insureds for the 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.
B.
|
The
CONDITIONS AND LIMITATIONS are amended as follows:
|
|
1.
|
The
DISCOVERY section is replaced with the following:
|
This
bond applies to loss discovered by the Insured during the Bond Period. Discovery occurs when Risk Management, Human Resources,
General Counsel or Internal Audit Departments or the functional equivalent of any 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 loss may not then be
known.
Discovery
also occurs when Risk Management, Human Resources, General Counsel or Internal Audit Departments or the functional equivalent
of any 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.
|
2.
|
Paragraph
(a) of the NOTICE/PROOF – LEGAL PROCEEDINGS AGAINST UNDERWRITER section is replaced
with the following:
|
|
(a)
|
At
the earliest practicable moment, not to exceed 60 days after discovery of loss by Risk Management, Human Resources, General Counsel
or Internal Audit Departments or the functional equivalent of any Insured, the Insured shall give the Underwriter notice thereof.
|
All
other provisions of the bond remain unchanged.
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|
Page 1
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|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
10
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
PROTECTED
INFORMATION EXCLUSION RIDER
It
is agreed that this bond shall not apply to any loss resulting directly or indirectly from the: (i) theft, disappearance, or destruction
of; (ii) unauthorized use or disclosure of; (iii) unauthorized access to; or (iv) failure to protect any:
A.
|
confidential
or non-public; or
|
B.
|
personal
or personally identifiable;
|
information
that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard;
provided that this shall not apply to the extent that any unauthorized use or disclosure of a password enables a theft by an Employee
of the Insured of tangible Property of the Insured or tangible Property that the Insured is holding for a third party.
Theft
of tangible Property does not include the use of confidential or non-public information or personal or personally identifiable
information to enable the theft of or disclosure of information.
All
other provisions of the bond remain unchanged.
AXIS 1012180 0119
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|
Page 1
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|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
11
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
NOTICE
OF LOSS BY E-MAIL RIDER
It
is agreed that the CONDITIONS AND LIMITATIONS, Section 5. NOTICE/PROOF – LEGAL PROCEEDINGS AGAINST UNDERWRITER, paragraph
(a), is amended by the addition of the following:
The
Insured may provide the Underwriter with such notice of loss by e-mail to the e-mail address set forth below. The date of the
Underwriter’s receipt of such e-mailed notice shall constitute the date of notice.
Alternatively,
the Insured may provide notice of loss to the Underwriter by mailing or faxing such notice to the address or fax number set forth
below.
All
notices must reference the Bond No. of this bond.
AXIS
Insurance
Claims Department
P.O. Box 4470
Alpharetta, GA 30023-4470
Email:
USFNOL@axiscapital.com
Phone (Toll-Free): (866) 259-5435
Phone: (678) 746- 9000
Fax: (866) 770-5629
All
other provisions of the bond remain unchanged.
AXIS 1012189 0119
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copyright material of The Surety Association of America
|
Page 1
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|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
12
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
CHANGE
OF OWNERSHIP OR CONTROL NOTICE RIDER
It
is agreed that the GENERAL AGREEMENTS, CHANGE OF OWNERSHIP – NOTICE or CHANGE OF CONTROL – NOTICE, as applicable,
is replaced with the following:
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 25% 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 of learning of such change in ownership. 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 of ownership interest.
All
other provisions of the bond remain unchanged.
AXIS 1012191 0119
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copyright material of The Surety Association of America
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
13
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
CUSTOMER
FUNDS TRANSFER FRAUD INSURING AGREEMENT
WITH CALL BACK FOR TRANSFERS IN EXCESS OF THE DEDUCTIBLE RIDER
CUSTOMER FUNDS TRANSFER FRAUD
INSURING AGREEMENT COVERAGE SCHEDULE
|
Customer Funds Transfer
Fraud
|
Customer Funds Transfer
Fraud
|
Insuring Agreement Single Loss Limit of Liability
|
Insuring Agreement Single Loss Deductible
|
$4,000,000
|
$25,000
|
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
A.
|
The
INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
|
CUSTOMER
FUNDS TRANSFER FRAUD
Loss
resulting directly from the Insured having, in good faith, transferred a Customer’s Money on deposit in an account or Certificated
Securities to a person or account outside the Customer’s control, in reliance on a fraudulent telephone, telefacsimile,
text message or e-mail instruction to the Insured directing such transfer from the Customer’s account, which instruction
purports and reasonably appears to have originated from an Authorized Transfer Agent, but which, in fact, was issued without the
Customer’s knowledge or consent by someone other than an Authorized Transfer Agent, subject to the following conditions
precedent:
|
(1)
|
The
instruction included the Customer’s password and PIN and any other security codes required by the Insured’s written
agreement with such Customer (“Verified Instruction”).
|
|
(2)
|
The
sender of the instruction was not, in fact, such Customer, was not authorized to act on behalf of such Customer, and was not an
Employee.
|
|
(3)
|
The
instruction was received by an Employee specifically authorized by the Insured to receive and act upon such instructions.
|
|
(4)
|
For
any transfer exceeding the amount of the Customer Funds Transfer Fraud Insuring Agreement Single Loss Deductible, 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 by other verification procedures approved in writing by the Underwriter (“Security Measure”).
|
|
(5)
|
The
Insured preserved a contemporaneous record of the Verified Instruction and any Security Measure and furnishes both to the Insurer,
along with a copy of the Insured’s written agreement with the Customer, in the Proof of Loss.
|
|
(6)
|
The
Insured asserts any available claims, offsets or defenses against the Customer, any financial institution, any fund administrator
or any other party to the transaction.
|
B.
|
The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Customer Funds Transfer Fraud
|
Insuring
Agreement are as set forth in the Declarations or in the above schedule.
C.
|
Solely
with respect to the coverage provided by this Rider:
|
|
1.
|
The
following Definitions are added to the DEFINITIONS section:
|
AXIS 1012198 0119
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|
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|
|
FINANCIAL
INSTITUTION BOND
|
Authorized
Transfer Agent means an employee of the Customer or another financial institution with authority to instruct the Insured to transfer
the Customer’s Money or Certificated Securities.
Customer
means an entity or natural person who has a written agreement with the Insured authorizing the Insured to transfer Money on deposit
in an account or Certificated Securities in reliance upon a telephone, telefacsimile, text message or e-mail instruction from
an Authorized Transfer Agent.
|
2.
|
The
following Exclusions are added to the EXCLUSIONS section:
|
|
•
|
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 the Customer’s password, PIN or any other security code;
|
|
•
|
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 procedures 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.
|
|
3.
|
All
loss or losses involving one natural person or one 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 a Single Loss.
|
D.
Exclusion (i) does not apply to loss covered under the Customer Funds Transfer Fraud Insuring Agreement.
All other provisions
of the bond remain unchanged.
AXIS 1012198 0119
|
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copyright material of The Surety Association of America
|
Page 2
of 2
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
14
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AUTOMATIC
INCREASE IN LIMITS FOR INVESTMENT COMPANIES RIDER
It
is agreed that the CONDITIONS AND LIMITATIONS, the LIMIT OF LIABILITY section, is amended by the addition of the following
new subsection:
Automatic
Increase in Limits for Investment Companies
If
an increase in bonding limits is required pursuant to Rule 17g-1 of the Investment Company Act of 1940 (“Rule 17g-1”),
as amended, due to an increase in asset size of current investment companies covered under this bond, then the minimum increase
in limits required to comply with Rule 17g-1 shall take place automatically without payment of additional premium for the remainder
of the Bond Period; provided, however, that in no event shall the maximum Single Loss Limit of Liability for each Single Loss
under this bond exceed $5,000,000.
All
other provisions of the bond remain unchanged.
AXIS 1012210 0119
|
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copyright material of The Surety Association of America
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
15
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
AUTOMATIC
COVERAGE FOR NEW INVESTMENT FUNDS RIDER
It
is agreed that:
|
•
|
Notwithstanding
anything to the contrary in the bond, if, after the effective date of this bond, the Insured creates or acquires any new Investment
Fund, then such fund shall be covered under this bond, subject to its terms and conditions, only if:
|
|
(a)
|
the
fair value of all cash, securities, assumed indebtedness and other consideration paid by the Insured did not exceed 10% of the
total consolidated assets of the Insured as of the date of the Insured’s most recent audited consolidated financial statement
prior to such transaction; and
|
|
(b)
|
the
total combined limit of liability for the Insured, as required by Rule 17g-1 of the Investment Company Act of 1940, as amended,
including such newly acquired or created fund, does not exceed $5,000,000; or
|
|
(c)
|
the
Underwriter, at its sole option upon submission of such information as the Underwriter may require, payment of any additional
premium, and/or amendment of the provisions of the bond, agrees to provide coverage for such fund.
|
There
is no coverage under this bond for any event discovered prior to the effective date of such creation or acquisition.
All
other provisions of the bond remain unchanged.
AXIS 1012211 0119
|
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copyright material of The Surety Association of America
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
16
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
SOCIAL
ENGINEERING FRAUD INSURING AGREEMENT RIDER
SOCIAL
ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE
|
Social
Engineering Fraud Insuring Agreement
Aggregate Limit of Liability
|
$50,000
|
Social
Engineering Fraud Insuring Agreement
Single Loss Limit of Liability
|
Social
Engineering Fraud Insuring Agreement
Single Loss Deductible
|
$50,000
|
$50,000
|
Social
Engineering Fraud Insuring Agreement
Prior Acts Date
|
05/25/2020
|
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
A.
|
The
INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
|
SOCIAL
ENGINEERING FRAUD
Loss
resulting directly from an Employee having, in good faith, transferred, paid or delivered Money or Securities from the Insured’s
account to a person or account outside of the Insured’s control, in reliance upon a Social Engineering Fraud Instruction
directing such transfer, payment or delivery of Money or Securities.
B.
|
Solely
with respect to the coverage provided by this Rider, the DEFINITIONS section is amended by the addition of the following new definitions:
|
Authorized
Transfer Agent means:
|
(1)
|
a
director, officer, partner, member or sole proprietor of the Insured;
|
|
(2)
|
an
Employee who is authorized by the Insured to instruct other Employees to transfer, pay or deliver the Insured’s Money or
Securities; or
|
|
(3)
|
an
employee of a Vendor authorized by such Vendor and the Insured to direct the Insured’s Employees to transfer, pay or deliver
the Insured’s Money or Securities in accordance with the terms of a written agreement between the Vendor and the Insured.
|
Social
Engineering Fraud Instruction means a telephonic, written or electronic instruction communicated to an Employee by a natural person
purporting to be an Authorized Transfer Agent, or by an individual acting in collusion with such person, for the purpose of intentionally
misleading an Employee to transfer, pay or deliver the Insured’s Money or Securities, but which instruction was not actually
made by an Authorized Transfer Agent; provided, however, that Social Engineering Fraud Instruction shall not include any such
instruction communicated by an employee of a Vendor who was acting in collusion with any third-party in communicating such instruction.
Securities
means Certificated Securities or Uncertificated Securities.
Vendor
means any entity or natural person that provides goods or support services to the Insured pursuant to a written agreement between
the Vendor and the Insured. Vendor does not include any customer, automated clearing house, custodian, financial institution,
administrator, counter-party, or any similar entity.
AXIS 1012225 0119
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|
Page 1
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|
|
FINANCIAL
INSTITUTION BOND
|
C.
|
The
EXCLUSIONS section, Exclusion (h), is replaced by the following:
|
|
(h)
|
loss caused by an Employee, except when covered under:
|
|
(1)
|
Insuring Agreement (A);
|
|
(2)
|
Insuring
Agreement (B) or (C) and resulting directly from misplacement, mysterious unexplainable disappearance or destruction of or damage
to Property; or
|
|
(3)
|
the
Social Engineering Fraud Insuring Agreement and resulting directly from unintentional acts of the Employee.
|
D.
|
The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Social Engineering Fraud Insuring Agreement
are as set forth in the Declarations or in the above schedule.
|
E.
|
The
LIMIT OF LIABILITY section is amended by the addition of the following:
|
Social
Engineering Fraud Insuring Agreement Aggregate Limit of Liability
The
Underwriter’s total liability for all losses covered under the Social Engineering Fraud Insuring Agreement and discovered
during the Bond Period shown in Item 2 of the Declarations shall not exceed the Social Engineering Fraud Insuring Agreement Aggregate
Limit of Liability set forth in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE. The Social Engineering
Fraud Insuring Agreement Aggregate Limit of Liability shall be reduced by the amount of any payment made under the terms of the
Social Engineering Fraud Insuring Agreement.
Upon
exhaustion of the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability by such payments:
|
(a)
|
the
Underwriter shall have no further liability for loss or losses under the Social Engineering Fraud Insuring Agreement regardless
of when discovered and whether or not previously reported to the Underwriter, and
|
|
(b)
|
solely
with respect to the Social Engineering Fraud Insuring Agreement, 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 Social Engineering Fraud
Insuring Agreement Aggregate Limit of Liability has been exhausted, the Insured shall assume all responsibility for its defense
at its own cost.
|
The
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability is part of, and not in addition to, the Aggregate Limit
of Liability shown in Item 3 of the Declarations.
The
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall not be increased or reinstated by any recovery
made and applied in accordance with subsections (a), (b) and (c) of Section 7.
F.
|
The
Social Engineering Fraud Insuring Agreement does not apply to any loss discovered during the Bond Period but occurring prior to
the Social Engineering Fraud Insuring Agreement Prior Acts Date set forth in the Coverage Schedule of this Rider.
|
All
other provisions of the bond remain unchanged.
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|
Page 2
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|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
17
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
NEW
YORK STATUTORY RIDER
It
is agreed that:
|
1.
|
The
second paragraph of the Termination or Cancelation Condition is amended by the addition
of the following at the end of such paragraph:
|
Provided,
however, this paragraph does not apply as to an Employee of an Insured that is located in New York or any partner, officer or
employee of any Processor that is located in New York, if: (a) the dishonest act was committed by such person prior to becoming
employed by the Insured or such Processor, (b) the dishonest act resulted in a conviction; and (c) the Insured or such Processor
made a determination to hire or retain such person utilizing the factors set out in Correction Law Article 23-A.
|
2.
|
This
Rider does not apply to any Employees of an Insured or any partners, officers or employees
of a Processor or loss caused by any persons for whom there is a bar to employment established
by law and the Insured or Processor has hired such person despite the bar.
|
All
other provisions of the bond remain unchanged.
AXIS 1012253 0119
|
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|
Page 1
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|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
18
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
CENTRAL
HANDLING OF SECURITIES RIDER
SCHEDULE
|
DEPOSITORY
|
LOCATION COVERED
|
All Depositories used by the Insured
|
All Locations of Depositories used by the Insured
|
It
is agreed that:
|
1.
|
Those
premises of Depositories listed in the above Schedule shall be deemed to be premises
of the Insured but only as respects coverage on Certificated Securities.
|
|
2.
|
Certificated
Securities held by such Depository shall be deemed to be Property as defined in the attached
bond to the extent of the Insured’s interest therein as effected by the making
of appropriate entries on the books and records of such Depository.
|
|
3.
|
The
attached bond does not afford coverage in favor of any Depository listed in the Schedule
above. When the Underwriter indemnifies the Insured for a loss covered hereunder, the
Insured will assign the rights and causes of action to the extent of the claim payment
against the Depository, or any other entity or person against whom it has a cause of
action, to the Underwriter.
|
|
4.
|
If
the rules of the Depository named in the Schedule above provide that the Insured shall
be assessed for a portion of the judgment (or agreed settlement) taken by the Underwriter
based upon the assignment set forth in part 3. above and the Insured actually pays such
assessment, then the Underwriter will reimburse the Insured for the amount of the assessment
but not exceeding the amount of loss payment by the Underwriter.
|
All
other provisions of the bond remain unchanged.
SR 5967e 1087
|
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
19
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
ERISA
RIDER
It
is agreed that:
|
1.
|
“Employee”
as used in the attached bond shall include any natural person who is a director or trustee
of the Insured while such director or trustee is engaged in handling funds or other property
of any Employee Welfare or Pension Benefit Plan owned, controlled or operated by the
Insured or any natural person who is a trustee, manager, officer or employee of any such
Plan.
|
|
2.
|
If
the bond, in accordance with the agreements, limitations and conditions thereof, covers
loss sustained by two or more Employee Welfare or Pension Benefit Plans or sustained
by any such Plan in addition to loss sustained by an Insured other than such Plan, it
is the obligation of the Insured or the Plan Administrator(s) of such Plans under Regulations
published by the Secretary of Labor implementing Section 13 of the Welfare and Pension
Plans Disclosure Act of 1958 to obtain under one or more bonds issued by one or more
Insurers an amount of coverage for each such Plan at least equal to that which would
be required if such Plans were bonded separately.
|
|
3.
|
In
compliance with the foregoing, payment by the Company in accordance with the agreements,
limitations and conditions of the bond shall be held by the Insured, or, if more than
one, by the Insured first named, for the use and benefit of any Employee Welfare or Pension
Benefit Plan sustaining loss so covered and to the extent that such payment is in excess
of the amount of coverage required by such Regulations to be carried by said Plan sustaining
such loss, such excess shall be held for the use and benefit of any other such Plan also
covered in the event that such other Plan discovers that it has sustained loss covered
thereunder.
|
|
4.
|
If
money or other property of two or more Employee Welfare or Pension Benefit Plans covered
under the bond is commingled, recovery for loss of such money or other property through
fraudulent or dishonest acts of Employees shall be shared by such Plans on a pro rata
basis in accordance with the amount for which each such Plan is required to carry bonding
coverage in accordance with the applicable provisions of said Regulations.
|
|
5.
|
The
Deductible Amount of this bond applicable to loss sustained by a Plan through acts committed
by an Employee of the Plan shall be waived, but only up to an amount equal to the amount
of coverage required to be carried by the Plan because of compliance with the provisions
of the Employee Retirement Income Security Act of 1974.
|
|
6.
|
Nothing
herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,
provisions, agreements or limitations of the bond, other than as stated herein.
|
All
other provisions of the bond remain unchanged.
SR 6145b 0690
|
|
Page 1
of 1
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
20
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
NEW
YORK STATUTORY RIDER
It
is agreed that:
1.
|
Part
(a) of the section entitled “Termination or Cancellation” of this bond/policy
is deleted and cancellation of this bond/policy by the Underwriter/Company is subject
to the following provisions:
|
|
a.
|
If
this bond/policy has been in effect for 60 days or less, the underwriter/company may cancel this bond/policy by mailing or delivering
to the first named Insured written notice of cancellation at least:
|
|
(1)
|
20
days before the effective date of cancellation if the underwriter/company cancels for any reason not included in paragraph (2)
below.
|
|
(2)
|
15
days before the effective date of cancellation if the underwriter/company cancels for any of the following reasons:
|
|
(i)
|
Nonpayment
of premium provided, however, that a notice of cancellation for this reason shall inform the Insured of the amount due;
|
|
(ii)
|
Conviction
of a crime arising out of acts increasing the hazard insured against;
|
|
(iii)
|
Discovery
of fraud or material misrepresentation in the obtaining of the bond/policy or in the presentation of a claim;
|
|
(iv)
|
After
issuance of the bond/policy or after the last renewal date, discovery of an act or omission, or a violation of a bond/policy condition,
that substantially and materially increases the hazard insured against, and that occurred subsequent to inception of the current
bond/policy period;
|
|
(v)
|
Material
physical change in the property insured, occurring after issuance or last annual renewal anniversary date of the bond/policy,
that results in the property becoming uninsurable in accordance with our objective, uniformly applied underwriting standards in
effect at the time the bond/policy was issued or last renewed; or material change in the nature or extent of the risk, occurring
after issuance or last annual renewal anniversary date of the bond/policy, that causes the risk of loss to be substantially and
materially increased beyond that contemplated at the time the bond/policy was issued or last renewed;
|
|
(vi)
|
Required
pursuant to a determination by the Superintendent that continuation of our present premium volume would jeopardize our solvency
or be hazardous to the interest of our policyholders, our creditors or the public;
|
|
(vii)
|
A
determination by the Superintendent that the continuation of the bond/policy would violate, or would place us in violation of,
any provision of the Insurance Code; or
|
|
(viii)
|
Where
the underwriter/company has reason to believe, in good faith and with sufficient cause, that there is a probable risk of danger
that an insured will destroy, or permit to be destroyed, the insured property for the purpose of collecting the insurance proceeds.
If the underwriter/company cancels for this reason, the first named Insured may make a written request to the Insurance Department,
within 10 days of receipt of this notice, to review the cancellation decision. Also, the underwriter/company will simultaneously
send a copy of the cancellation notice to the Insurance Department.
|
|
b.
|
If
this bond/policy has been in effect for more than 60 days, or if this bond/policy is a renewal or continuation of a bond/policy
the underwriter/company issued, the underwriter/company may cancel only for any of the reasons listed in paragraph (2) above,
provided the underwriter/company mails the first named Insured written notice at
|
SR
6180d 0709
|
Includes
copyright material of The Surety Association of America
|
Page 1
of 3
|
|
FINANCIAL
INSTITUTION BOND
|
|
|
least
15 days before the effective date of cancellation. If cancellation is for nonpayment
of premium, the notice of cancellation shall inform the Insured of the amount due.
|
|
c.
|
The
underwriter/company will mail or deliver notice, including the reason for cancellation, to the first named Insured at the address
shown in the bond/policy and to the authorized agent or broker.
|
|
d.
|
If
this bond/policy is canceled, the underwriter/company will send the first named Insured any premium refund due. If the underwriter/company
cancels, the refund will be pro rata. If the first named Insured cancels, the refund may be less than pro rata. However, when
the premium is advanced under a premium finance agreement, the cancellation refund will be pro rata. Under such financed policies,
the underwriter/company will be entitled to retain a minimum earned premium of 10% of the total premium or $60, whichever is greater.
The cancellation will be effective even if the underwriter/company has not made or offered a refund.
|
|
e.
|
If
one of the reasons for cancellation in paragraph a.(2) exists, the underwriter/company may cancel this entire bond/policy, even
if the reason for cancellation pertains only to a new coverage or endorsement initially effective subsequent to the original issuance
of this bond/policy.
|
|
2.
|
Renewal
or nonrenewal of this bond/policy by the Underwriter/Company is subject to the following
provisions:
|
|
a.
|
If
the underwriter/company decides not to renew this bond/policy, it will send notice as provided in paragraph c. below.
|
|
b.
|
If
the underwriter/company conditionally renews this bond/policy subject to a change of limits, change in type of coverage, reduction
of coverage, increased deductible, addition of exclusion, or increased premiums in excess of 10% (exclusive of any premium increase
due to insured value added, increased exposure units, or as a result of experience rating, loss rating, retrospective rating or
audit) the underwriter/company will send notice as provided in paragraph c. below.
|
|
c.
|
If
the underwriter/company decides not to renew this bond/policy, or to conditionally renew this bond/policy as provided in paragraph
2.b. above, the underwriter/company will mail or deliver written notice to the first named Insured shown in the Declarations at
least 60 days, but not more than 120 days, before the expiration date of the bond/policy or, the anniversary date if this is a
continuous bond/policy.
|
|
d.
|
Notice
will be mailed or delivered to the first named Insured at the address shown in the bond/policy and to the authorized agent or
broker. If notice is mailed, proof of mailing will be sufficient proof of notice.
|
|
e.
|
Notice
will include the availability of loss information and the specific reason(s) for nonrenewal or conditional renewal, including
the amount of any premium increase for conditional renewal and a description of any other changes.
|
|
f.
|
If
the underwriter/company violates the provisions of paragraph c. above by sending the first named Insured an incomplete or late
conditional renewal notice or a late nonrenewal notice:
|
|
(1)
|
prior
to the expiration date of the bond/policy, coverage will remain in effect at the same terms and conditions of this bond/policy
at the lower of the current rates or the prior period’s rates until 60 days after such notice is mailed or delivered, unless the
first named Insured, during this 60 day period, has replaced the coverage or elects to cancel; provided, however, that if the
insured elects to renew on the basis of a conditional renewal notice and the notice was provided at least thirty (30) days prior
to the expiration date of this Policy, then the terms, conditions and rates set forth in the conditional renewal notice shall
apply as of the renewal date; or
|
|
(2)
|
on
or after the expiration date of this bond/policy, coverage will remain in effect at the same terms and conditions of this bond/policy
for another required bond/policy period, at the lower of the current rates or the prior period’s rates, unless the first named
Insured, during this additional required bond/policy period, has replaced the coverage or elects to cancel.
|
|
g.
|
The
underwriter/company need not send notice of nonrenewal or conditional renewal if the first named Insured, its
|
SR
6180d 0709
|
Includes
copyright material of The Surety Association of America
|
Page 2
of 3
|
|
FINANCIAL
INSTITUTION BOND
|
|
|
authorized
agent or broker or another insurer of the first named Insured mails or delivers notice
that the bond/policy has been replaced or is no longer desired.
|
All
other provisions of the bond remain unchanged.
SR
6180d 0709
|
Includes
copyright material of The Surety Association of America
|
Page 3
of 3
|
|
FINANCIAL
INSTITUTION BOND
|
Rider Number
|
Effective Date of Rider
|
Bond Number
|
Premium
|
21
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
COMPUTER
SYSTEMS FRAUD INSURING AGREEMENT RIDER
COMPUTER SYSTEMS FRAUD INSURING
AGREEMENT COVERAGE SCHEDULE
|
Computer Systems Fraud
Insuring Agreement
|
Computer Systems Fraud
Insuring Agreement
|
Single Loss Limit of Liability
|
Single Loss Deductible
|
$4,000,000
|
$25,000
|
Information
in the above schedule may also appear on the Declarations.
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 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 of 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,
|
|
FINANCIAL
INSTITUTION BOND
|
|
(2)
|
systems
and applications software,
|
|
(3)
|
terminal devices, and
|
|
(4)
|
related communications 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 of electronic data processing media, or
|
|
(3)
|
error
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 had authorized access to the customer’s authentication
mechanism;
|
|
(E)
|
loss
resulting directly or indirectly from the theft of confidential information.
|
SERIES
OF LOSSES
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
Liability.
|
3.
|
The
exclusion below, found in financial institution bonds forms 14, and 25, does not apply
to the Computer Systems 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.
|
The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Computer
Systems Fraud Insuring Agreement are as set forth in the Declarations or in the above
schedule.
|
All
other provisions of the bond remain unchanged.
|
FINANCIAL
INSTITUTION BOND
|
Effective Date of Endorsement
|
Policy Number
|
Premium
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
Blackstone
GSO Rider - Amend Definition of Employee
It
is agreed that:
I.
|
Subsection
(e) Employee in the DEFINITIONS section is replaced with the following:
|
|
(1)
|
each
officer, director, trustee, partner or employee of the Insured, and
|
|
(2)
|
each
officer, director, trustee, partner or employee of any predecessor of the Insured whose principal assets are acquired by the Insured
by consolidation or merger with, or purchase of assets or capital stock of, such predecessor, and
|
|
(3)
|
each
attorney performing legal services for the Insured and each employee of such attorney or of the law firm of such attorney while
performing services for the Insured, and
|
|
(4)
|
each
student who is an authorized intern of the Insured, while in any of the Insured’s offices, and
|
|
(5)
|
each
officer, director, trustee, partner or employee of
|
|
(a)
|
an investment adviser,
|
|
(b)
|
an underwriter (distributor),
|
|
(c)
|
a
transfer agent or shareholder accounting record keeper, or
|
|
(d)
|
an
administrator authorized by written agreement to keep financial and/or other required records,
|
|
|
for
an Investment Company named as an Insured, but only while
|
|
i.
|
such
officer, partner or employee is performing acts coming within the scope of the usual duties of an officer or employee of an Insured,
or
|
|
ii.
|
such
officer, director, trustee, partner or employee is acting as a member of any committee duly elected or appointed to examine or
audit or have custody of or access to the Property of the Insured;
|
|
|
provided,
that the term “Employee” shall not include any officer, director, trustee, partner or employee of a transfer
agent, shareholder accounting record keeper or administrator
|
MANU-9438 0720
|
|
Page 1
of 2
|
|
FINANCIAL
INSTITUTION BOND
|
|
i.
|
which
is not an “affiliated person” (as defined in Section 2(a) of the Investment Company Act of 1940) of an Investment
Company named as Insured or of the adviser or underwriter of such Investment Company, or
|
|
ii.
|
which
is a “Bank” (as defined in Section 2(a) of the Investment Company Act of 1940), and
|
|
(6)
|
each
individual assigned, by contract or by any agency furnishing temporary personnel, in either case on a contingent or part-time
basis, to perform the usual duties of an employee in any office of the Insured, and
|
|
(7)
|
each
individual assigned to perform the usual duties of an employee or officer of any entity authorized by written agreement with the
Insured to perform services as electronic data processor of checks or other accounting records of the Insured, but excluding a
processor which acts as transfer agent or in any other agency capacity for the Insured in issuing checks, drafts or securities,
unless included under subsection (5) hereof, and
|
|
(8)
|
each
officer, partner or employee of any Depository or Exchange, including
|
|
(a)
|
any
nominee in whose name is registered any Security included in the systems for the central handling of securities established and
maintained by any Depository, and
|
|
(b)
|
any
recognized service company which provides clerks or other personnel to any Depository or Exchange on a contract basis,
|
while
such officer, partner or employee is performing services for any Depository in the operation of systems for the central handling
of securities, and
|
(9)
|
in
the case of an Insured which is an “employee benefit plan” (as defined in Section 3 of the Employee Retirement
Income Security Act of 1974 (“ERISA”)) for officers, directors or employees of another Insured (“In-House
Plan”), any “fiduciary” or other “plan official” (within the meaning of Section 412 of
ERISA) of such In-House Plan, provided that such fiduciary or other plan official is a director, partner, officer, trustee or
employee of an Insured (other than an In-House Plan).
|
Each
employer of temporary personnel and each entity referred to in subsections (6) and (7) and their respective partners, officers
and employees shall collectively be deemed to be one person for all the purposes of this Bond.
Brokers,
agents, independent contractors, or representatives of the same general character shall not be considered Employees, except as
provided in subsections (3), (6), and (7).
II.
|
Nothing
herein contained shall be held to vary, alter, waive or extend any of the terms, limitations conditions or agreements on the attached
bond other than as stated above.
|
All
other provisions of the bond remain unchanged.
MANU-9438 0720
|
|
Page 2
of 2
|
|
FINANCIAL
INSTITUTION BOND
|
Effective Date of Endorsement
|
Policy Number
|
Premium
|
12:01 a.m. on 05/25/2020
|
P-001-000116208-01
|
N/A
|
S.E.C.
- Sole Insured Cancelation Clause Rider
It
is agreed that:
1.
The attached bond shall not be canceled, as provided in parts (a) and (b) of Section 12. or modified by rider except after 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 days prior to the effective date of such cancelation or modification.
SR
5384c 1087
|
|
Page 1
of 1
|
ACTION ITEM
CONSIDERATION OF RENEWAL OF FIDELITY BOND
|
RESOLVED:
|
That the appropriate officers of Blackstone / GSO Senior Floating Rate Term Fund, Blackstone /
GSO Long-Short Credit Income Fund, Blackstone / GSO Strategic Credit Fund and Blackstone / GSO Floating Rate Enhanced Income Fund
(each, a “Fund” and together, the “Funds”) be, and each hereby is, authorized and directed to take and/or
ratify all necessary action for the Funds to purchase Axis Insurance Company fidelity bond coverage (“Fidelity Bond”);
and be it further
|
|
RESOLVED:
|
That it is the finding of the Board of Trustees (the “Board”) of the Funds that the
Fidelity Bond covering, among others, officers and employees of each Fund in accordance with the requirements of Rule 17g-1 under
the Investment Company Act of 1940, as amended (the “1940 Act”), is reasonable in form and amount, after having given
due consideration to, among other things, the value of the aggregate assets of each Fund to which any person covered under the
Fidelity Bond, as amended, may have access, the type and terms of the arrangements made for the custody and safekeeping of each
Fund’s assets and the nature of the securities in each Fund’s portfolio; and be it further
|
|
RESOLVED:
|
That the portion of the total premium for the Fidelity Bond to be allocated to each Fund based
on its managed assets be, and hereby is, approved by a vote of the Board (all trustees voting) and separately by a vote of the
Trustees of the Funds who are not “interested persons” of the Funds, as that term is defined under Section 2(a)(19)
of the 1940 Act (the “Independent Trustees”), after having given due consideration to, among other things, the number
of the Funds named as insureds, the nature of the business activities of the Funds, the amount of the Fidelity Bond, the amount
of the premiums for the Fidelity Bond, as amended, the ratable allocation of the premiums among the Funds named as insureds, and
the extent to which the share of the premium allocated to each Fund is less than the premium each Fund would have had to pay if
it had provided and maintained a fidelity bond which covers only one Fund as the insured; and be it further
|
|
RESOLVED:
|
That the Fidelity Bond substantially based on the materials presented, be, and hereby is, approved
by a vote of the Board (all trustees voting) and separately by the Independent Trustees; and be it further
|
|
RESOLVED:
|
That the appropriate officers of each Fund be, and each of them hereby is, authorized and directed
to enter into an agreement as required by paragraph (f) of Rule 17g-1 under the 1940 Act with the other named insureds under the
Fidelity Bond providing that in the event any recovery is received under the Fidelity Bond as a result of a loss sustained by each
Fund and also by one or more of the other named insureds, each Fund shall receive an equitable and proportionate share of the recovery,
but in no event less than the amount it would have received had it obtained and maintained a single insured bond with the minimum
coverage required by paragraph (d)(1) of such Rule 17g-1; and be it further
|
|
RESOLVED:
|
That the appropriate officers of the Funds be, and each of them hereby is, authorized and directed
to prepare, execute and file such amendments and supplements to the aforesaid agreement, and to take such other action as may be
necessary or appropriate in order to conform to the provisions of the 1940 Act and the rules and regulations thereunder; and be
it further
|
|
RESOLVED:
|
That the Secretary of the Funds shall file the Fidelity Bond with the U.S. Securities and Exchange
Commission and give the notices required under paragraph (g) of Rule 17g-1 under the 1940 Act; and be it further
|
Agreement
Among Joint Insureds
This
Agreement is made as of May 21, 2020 by and among Blackstone / GSO Senior Floating Rate Term Fund, Blackstone / GSO Long-Short
Credit Income Fund, Blackstone / GSO Strategic Credit Fund and Blackstone / GSO Floating Rate Enhanced Income Fund (the “Funds”).
Whereas
the Funds are named as insureds under a joint
fidelity bond (the “Bond”) issued by Axis Reinsurance Company (the “Insurer”);
NOW,
THEREFORE, it is agreed as follows:
In
the event that the claims of loss of multiple Funds under the Bond are so related that the Insurer is entitled to assert that
the claims must be aggregated, each Fund shall receive an equitable and proportionate share of the recovery, in an amount at least
equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage requirements
under Rule 17g-1 of the Investment Company Act of 1940, as amended.
IN
WITNESS WHEREOF each party has caused this Agreement to be executed by a duly authorized officer as of the date and year first
written above.
|
Blackstone
/ GSO Senior Floating Rate Term Fund
|
|
Blackstone / GSO Long-Short Credit Income Fund
|
|
Blackstone
/ GSO Strategic Credit Fund
|
|
Blackstone
/ GSO Floating Rate Enhanced Income Fund
|
|
|
|
|
|
By:
|
/s/ Marisa Beeney
|
|
|
Marisa Beeney
|
|
|
Secretary, Chief Legal Officer and Chief Compliance
Officer
|
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