[Ropes & Gray LLP
Letterhead]
August 28, 2009
Securities and Exchange
Commission
Attn: Filing Desk
100 F Street, N.E.
Washington,
D.C. 20549
Re:
Kohlberg
Capital Corporation
Ladies and
Gentlemen:
Enclosed for filing on behalf of
Kohlberg Capital Corporation (the “Company”) pursuant to Rule 17g-1(g) under the
Investment Company Act of 1940 please find a copy of (i) the Company’s single
insured bond for the period from August 19, 2009 to August 19, 2010, (ii) the
resolution of a majority of the board of directors of the Company who are not
“interested persons” approving the amount, type, form and coverage of the single
insured bond, and (iii) a statement as to the period for which premiums have
been paid.
Please call me at (617) 951-7867 if you
have any questions.
Sincerely,
/s/ Jeffrey A.
Christoforetti
Enclosure
Unassociated Document
Exhibit
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
Chubb
Group of Insurance Companies |
|
DECLARATIONS |
|
|
|
|
|
|
|
|
FINANCIAL
INSTITUTION INVESTMENT |
|
|
15 Mountain
View Road, Warren, New Jersey 07059 |
COMPANY ASSET
PROTECTION BOND |
|
|
NAME OF
ASSURED (including its Subsidiaries): |
|
Bond
Number: 70436898 |
|
|
|
KOHLBERG
CAPITAL CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
|
FEDERAL INSURANCE COMPANY |
|
|
295 MADISON
AVENUE 6TH FL |
|
|
Incorporated under the laws of Indiana |
|
NEW YORK,
NY 10017 |
|
|
|
a stock
insurance company herein called the COMPANY |
|
|
|
|
|
|
Capital
Center, 251 North Illinois, Suite 1100 |
|
|
|
|
|
|
Indianapolis, IN 46204-1927 |
|
|
|
|
ITEM
1. |
BOND
PERIOD: |
from |
12:01 a.m.
on |
August 19,
2009 |
|
|
|
|
|
|
to |
12:01 a.m.
on |
August 19,
2010 |
|
|
|
|
ITEM
2. |
LIMITS OF
LIABILITY--DEDUCTIBLE AMOUNTS: |
|
|
|
|
|
|
If â?œNot
Coveredâ? is inserted below opposite any specified INSURING CLAUSE, such
INSURING CLAUSE |
|
and any
other reference shall be deemed to be deleted. There
shall be no deductible applicable to any |
|
loss
under INSURING CLAUSE 1. sustained by any Investment
Company. |
|
|
|
|
|
|
|
|
|
|
|
DEDUCTIBLE |
|
INSURING
CLAUSE |
|
|
LIMIT OF
LIABILITY |
AMOUNT |
|
1. |
Employee |
|
|
|
$ |
1,000,000 |
$ |
15,000 |
|
2. |
On
Premises |
|
|
$ |
1,000,000 |
$ |
15,000 |
|
3. |
In
Transit |
|
|
|
$ |
1,000,000 |
$ |
15,000 |
|
4. |
Forgery or
Alteration |
|
|
$ |
1,000,000 |
$ |
15,000 |
|
5. |
Extended
Forgery |
|
|
$ |
1,000,000 |
$ |
15,000 |
|
6. |
Counterfeit
Money |
|
|
$ |
1,000,000 |
$ |
15,000 |
|
7. |
Threats to
Person |
|
|
$ |
100,000 |
$ |
5,000 |
|
8. |
Computer
System |
|
|
$ |
1,000,000 |
$ |
15,000 |
|
9. |
Voice
Initiated Funds Transfer Instruction |
$ |
1,000,000 |
$ |
15,000 |
|
10. |
Uncollectible Items of Deposit |
|
$ |
100,000 |
$ |
5,000 |
|
11. |
Audit
Expense |
|
|
$ |
25,000 |
$ |
0 |
|
|
ITEM
3. |
THE
LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE
FOLLOWING |
|
ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH: |
|
|
|
|
|
ENDORSEMENTS 1 - 3 |
|
|
|
|
|
|
|
IN
WITNESS WHEREOF, THE COMPANY has caused
this Bond to be signed by its authorized officers, but it shall not
be |
valid
unless also signed by an authorized representative of the
Company. |
|
|
|
|
|
ICAP Bond
(5-98) - Federal |
|
Form
17-02-1421 (Ed. 5-98) |
Page 1 of
1 |
|
|
|
|
|
|
|
|
The
COMPANY, in consideration of payment of the required premium, and in
reliance |
|
on the
APPLICATION and all other statements made and information furnished to
the |
|
COMPANY by
the ASSURED, and subject to the DECLARATIONS made a part of
this |
|
Bond and to
all other terms and conditions of this Bond, agrees to pay the
ASSURED |
|
for: |
|
|
|
|
|
|
|
Insuring
Clauses |
|
|
|
|
|
|
|
|
Employee |
1 |
. |
Loss
resulting directly from Larceny or
Embezzlement committed
by any |
Employee, alone or
in collusion with others. |
|
|
|
|
On
Premises |
2 |
. |
Loss of
Property resulting
directly from robbery, burglary, false pretenses, |
|
|
|
common law
or statutory larceny, misplacement, mysterious
unexplainable |
|
|
|
disappearance, damage, destruction or removal, from the possession,
custody or |
|
|
|
control of
the ASSURED, while such Property is lodged
or deposited at premises |
|
|
|
located
anywhere. |
|
|
In
Transit |
3 |
. |
Loss of
Property resulting
directly from common law or statutory larceny, |
|
|
|
misplacement, mysterious unexplainable disappearance, damage or
destruction, |
|
|
|
while the
Property is in
transit anywhere: |
|
|
|
|
a. |
in an
armored motor vehicle, including loading and unloading
thereof, |
|
|
|
|
b. |
in the
custody of a natural person acting as a messenger of the
ASSURED, |
|
|
|
|
or |
|
|
|
|
|
|
c. |
in the
custody of a Transportation Company and being
transported in a |
|
|
|
|
conveyance
other than an armored motor vehicle provided, however,
that |
|
|
|
|
covered
Property transported
in such manner is limited to the following: |
|
|
|
|
|
(1 |
) |
written
records, |
|
|
|
|
|
(2 |
) |
securities
issued in registered form, which are not endorsed or
are |
restrictively endorsed, or |
|
|
|
|
|
(3 |
) |
negotiable
instruments not payable to bearer, which are not
endorsed |
|
|
|
|
|
|
or are
restrictively endorsed. |
|
|
|
|
Coverage
under this INSURING CLAUSE begins immediately on the receipt
of |
|
|
|
such
Property by the
natural person or Transportation Company and
ends |
|
|
|
immediately
on delivery to the premises of the addressee or to any
representative |
|
|
|
of the
addressee located anywhere. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 1 of
19 |
|
|
|
|
|
|
Insuring
Clauses |
|
|
|
|
|
(continued) |
|
|
|
|
|
|
|
Forgery Or Alteration |
4 |
. |
Loss
resulting directly from: |
|
|
|
a. |
Forgery on, or
fraudulent material alteration of, any bills of
exchange, |
|
|
|
|
checks,
drafts, acceptances, certificates of deposits, promissory notes,
due |
|
|
|
|
bills,
money orders, orders upon public treasuries, letters of credit,
other |
|
|
|
|
written
promises, orders or directions to pay sums certain in money,
or |
|
|
|
|
receipts
for the withdrawal of Property,
or |
|
|
|
|
b. |
transferring, paying or delivering any funds or other Property, or
establishing |
|
|
|
|
any credit
or giving any value in reliance on any written instructions,
advices |
|
|
|
|
or
applications directed to the ASSURED authorizing or acknowledging
the |
|
|
|
|
transfer,
payment, delivery or receipt of funds or other Property,
which |
|
|
|
|
instructions, advices or applications fraudulently purport to bear
the |
|
|
|
|
handwritten
signature of any customer of the ASSURED, or shareholder
or |
|
|
|
|
subscriber
to shares of an Investment Company, or of any
financial |
|
|
|
|
institution
or Employee but which
instructions, advices or applications either |
|
|
|
|
bear a
Forgery or have
been fraudulently materially altered without the |
|
|
|
|
knowledge
and consent of such customer, shareholder, subscriber,
financial |
|
|
|
|
institution
or Employee; |
|
|
|
|
excluding,
however, under this INSURING CLAUSE any loss covered
under |
|
|
|
INSURING
CLAUSE 5. of this Bond, whether or not coverage for
INSURING |
|
|
|
CLAUSE 5.
is provided for in the DECLARATIONS of this Bond. |
|
|
|
|
For the
purpose of this INSURING CLAUSE, a mechanically reproduced
facsimile |
|
|
|
signature
is treated the same as a handwritten signature. |
|
|
Extended Forgery |
5 |
. |
Loss
resulting directly from the ASSURED having, in good faith, and in
the |
|
|
|
ordinary
course of business, for its own account or the account of others in
any |
|
|
|
capacity: |
|
|
|
|
|
a. |
acquired,
accepted or received, accepted or received, sold or delivered,
or |
|
|
|
|
given
value, extended credit or assumed liability, in reliance on any
original |
|
|
|
|
Securities, documents or other written instruments
which prove
to: |
|
|
|
|
|
(1) |
bear a
Forgery or a
fraudulently material alteration, |
|
|
|
|
|
(2) |
have been
lost or stolen, or |
|
|
|
|
|
(3) |
be
Counterfeit,
or |
|
|
|
|
b. |
guaranteed
in writing or witnessed any signatures on any transfer, |
|
|
|
|
assignment,
bill of sale, power of attorney, guarantee, endorsement or
other |
|
|
|
|
obligation
upon or in connection with any Securities, documents or other |
|
|
|
|
written instruments. |
|
|
|
|
Actual
physical possession, and continued actual physical possession if taken
as |
|
|
|
collateral,
of such Securities, documents or other written instruments
by
an |
|
|
|
Employee, Custodian, or a
Federal or State chartered deposit institution of the |
|
|
|
ASSURED is
a condition precedent to the ASSURED having relied on such
items. |
|
|
|
Release or
return of such collateral is an acknowledgment by the ASSURED that
it |
|
|
|
no longer
relies on such collateral. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 2 of
19 |
|
|
|
|
|
|
|
Insuring
Clauses |
|
|
|
|
|
|
|
Extended Forgery |
|
|
For the
purpose of this INSURING CLAUSE, a mechanically reproduced
facsimile |
(continued) |
|
|
signature
is treated the same as a handwritten signature. |
|
|
Counterfeit Money |
6 |
. |
Loss
resulting directly from the receipt by the ASSURED in good faith of
any |
|
|
|
Counterfeit money. |
|
|
Threats To Person |
7 |
. |
Loss
resulting directly from surrender of Property away from
an office of the |
|
|
|
ASSURED as
a result of a threat communicated to the ASSURED to do
bodily |
|
|
|
harm to an
Employee as defined
in Section 1.e. (1), (2) and (5), a Relative or |
|
|
|
invitee of
such Employee, or a
resident of the household of such Employee,
who |
|
|
|
is, or
allegedly is, being held captive provided, however, that prior to the
surrender |
|
|
|
of such
Property: |
|
|
|
|
a. |
the
Employee who
receives the threat has made a reasonable effort to |
|
|
|
|
notify an
officer of the ASSURED who is not involved in such threat,
and |
|
|
|
|
b. |
the ASSURED
has made a reasonable effort to notify the Federal Bureau
of |
|
|
|
|
Investigation and local law enforcement authorities concerning such
threat. |
|
|
|
|
It is
agreed that for purposes of this INSURING CLAUSE, any Employee of
the |
|
|
|
ASSURED, as
set forth in the preceding paragraph, shall be deemed to be
an |
|
|
|
ASSURED
hereunder, but only with respect to the surrender of money,
securities |
|
|
|
and other
tangible personal property in which such Employee has a legal
or |
|
|
|
equitable
interest. |
|
|
Computer System |
8 |
. |
Loss
resulting directly from fraudulent: |
|
|
|
a. |
entries of
data into, or |
|
|
|
|
b. |
changes of
data elements or programs within, |
|
|
|
|
a
Computer System, provided
the fraudulent entry or change causes: |
|
|
|
|
|
(1) |
funds or
other property to be transferred, paid or delivered, |
|
|
|
|
|
(2) |
an account
of the ASSURED or of its customer to be added, deleted, |
debited or
credited, or |
|
|
|
|
|
(3) |
an
unauthorized account or a fictitious account to be debited
or |
|
|
|
|
|
credited. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 3 of
19 |
Insuring
Clauses
(continued)
|
|
|
|
|
Voice Initiated Funds |
9 |
. |
Loss
resulting directly from Voice
Initiated Funds Transfer Instruction directed |
Transfer Instruction |
|
|
to the
ASSURED authorizing the transfer of dividends or redemption proceeds
of |
|
|
|
Investment Company shares from
a Customer's account,
provided such Voice |
|
|
|
Initiated Funds Transfer Instruction was: |
|
|
|
|
a. |
received at
the ASSURED'S offices by those Employees of the
ASSURED |
|
|
|
|
specifically authorized to receive the Voice
Initiated Funds Transfer |
|
|
|
|
Instruction, |
|
|
|
|
b. |
made by a
person purporting to be a Customer,
and |
|
|
|
|
c. |
made by
said person for the purpose of causing the ASSURED or Customer |
|
|
|
|
to sustain
a loss or making an improper personal financial gain for
such |
|
|
|
|
person or
any other person. |
|
|
|
|
In order
for coverage to apply under this INSURING CLAUSE, all Voice
Initiated |
|
|
|
Funds
Transfer Instructions must be
received and processed in accordance with |
|
|
|
the
Designated Procedures outlined in the APPLICATION furnished to
the |
|
|
|
COMPANY. |
|
|
Uncollectible Items of |
10 |
. |
Loss
resulting directly from the ASSURED having credited an account of
a |
Deposit |
|
|
customer,
shareholder or subscriber on the faith of any Items
of Deposit which |
|
|
|
prove to be
uncollectible, provided that the crediting of such account
causes: |
|
|
|
|
a. |
redemptions
or withdrawals to be permitted, |
|
|
|
|
b. |
shares to
be issued, or |
|
|
|
|
c. |
dividends
to be paid, |
|
from an
account of an Investment Company. |
|
|
|
|
In order
for coverage to apply under this INSURING CLAUSE, the
ASSURED |
|
|
|
must hold
Items
of Deposit for the
minimum number of days stated in the |
|
|
|
APPLICATION
before permitting any redemptions or withdrawals, issuing
any |
|
|
|
shares or
paying any dividends with respect to such Items
of Deposit. |
|
|
|
|
Items
of Deposit shall not
be deemed uncollectible until the ASSURED'S |
|
|
|
standard
collection procedures have failed. |
|
|
Audit Expense |
11 |
. |
Expense
incurred by the ASSURED for that part of the cost of audits
or |
|
|
|
examinations required by any governmental regulatory authority or
self-regulatory |
|
|
|
organization to be conducted by such authority, organization or
their appointee by |
|
|
|
reason of
the discovery of loss sustained by the ASSURED and covered by
this |
|
|
|
Bond. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 4 of
19 |
|
|
|
|
|
General
Agreements |
|
|
|
|
|
|
Additional Companies |
A. |
If more
than one corporation, or Investment Company, or any
combination of |
Included As Assured |
|
them is
included as the ASSURED herein: |
|
|
(1 |
) |
The total
liability of the COMPANY under this Bond for loss or
losses |
|
|
|
|
sustained
by any one or more or all of them shall not exceed the limit
for |
|
|
|
|
which the
COMPANY would be liable under this Bond if all such loss
were |
|
|
|
|
sustained
by any one of them. |
|
|
|
(2 |
) |
Only the
first named ASSURED shall be deemed to be the sole agent of
the |
|
|
|
|
others for
all purposes under this Bond, including but not limited to the
giving |
|
|
|
|
or
receiving of any notice or proof required to be given and for the purpose
of |
|
|
|
|
effecting
or accepting any amendments to or termination of this Bond.
The |
|
|
|
|
COMPANY
shall furnish each Investment Company with a copy
of the |
|
|
|
|
Bond and
with any amendment thereto, together with a copy of each
formal |
|
|
|
|
filing of
claim by any other named ASSURED and notification of the terms
of |
|
|
|
|
the
settlement of each such claim prior to the execution of such
settlement. |
|
|
|
(3 |
) |
The COMPANY
shall not be responsible for the proper application of
any |
|
|
|
|
payment
made hereunder to the first named ASSURED. |
|
|
|
(4 |
) |
Knowledge
possessed or discovery made by any partner, director,
trustee, |
|
|
|
|
officer or
supervisory employee of any ASSURED shall constitute
knowledge |
|
|
|
|
or
discovery by all the ASSUREDS for the purposes of this
Bond. |
|
|
|
(5 |
) |
If the
first named ASSURED ceases for any reason to be covered under
this |
|
|
|
|
Bond, then
the ASSURED next named on the APPLICATION shall
thereafter |
|
|
|
|
be
considered as the first named ASSURED for the purposes of this
Bond. |
|
|
Representation Made By |
B. |
The ASSURED
represents that all information it has furnished in the |
Assured |
|
APPLICATION
for this Bond or otherwise is complete, true and correct.
Such |
|
|
APPLICATION
and other information constitute part of this Bond. |
|
|
|
The ASSURED
must promptly notify the COMPANY of any change in any fact
or |
|
|
circumstance which materially affects the risk assumed by the
COMPANY under |
|
|
this
Bond. |
|
|
|
Any
intentional misrepresentation, omission, concealment or incorrect
statement of |
|
|
a material
fact, in the APPLICATION or otherwise, shall be grounds for recision
of |
|
|
this
Bond. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 5 of
19 |
General
Agreements
(continued)
|
|
|
|
|
Additional Offices Or |
C. |
If the
ASSURED, other than an Investment Company, while
this Bond is in force, |
Employees - Consolidation, |
|
merges or
consolidates with, or purchases or acquires assets or liabilities
of |
Merger Or Purchase Or |
|
another
institution, the ASSURED shall not have the coverage afforded under
this |
Acquisition Of Assets Or |
|
Bond for
loss which has: |
Liabilities - Notice To |
|
(1 |
) |
occurred or
will occur on premises, or |
Company |
|
|
|
|
|
|
(2 |
) |
been caused
or will be caused by an employee, or |
|
|
(3 |
) |
arisen or
will arise out of the assets or liabilities, |
|
|
of such
institution, unless the ASSURED: |
|
|
a. |
|
gives the
COMPANY written notice of the proposed consolidation, merger
or |
|
|
|
|
purchase or
acquisition of assets or liabilities prior to the proposed
effective |
|
|
|
|
date of
such action, and |
|
|
b. |
|
obtains the
written consent of the COMPANY to extend some or all of
the |
|
|
|
|
coverage
provided by this Bond to such additional exposure, and |
|
|
c. |
|
on
obtaining such consent, pays to the COMPANY an additional
premium. |
|
|
Change Of Control - |
D. |
When the
ASSURED learns of a change in control (other than in an Investment |
Notice To Company |
|
Company), as set
forth in Section 2(a) (9) of the Investment Company Act
of |
|
|
1940, |
|
the ASSURED
shall within sixty (60) days give written notice to the |
|
|
COMPANY
setting forth: |
|
|
(1 |
) |
the names
of the transferors and transferees (or the names of the
beneficial |
|
|
|
|
owners if
the voting securities are registered in another name), |
|
|
(2 |
) |
the total
number of voting securities owned by the transferors and
the |
|
|
|
|
transferees
(or the beneficial owners), both immediately before and after
the |
|
|
|
|
transfer,
and |
|
|
(3 |
) |
the total
number of outstanding voting securities. |
|
|
Failure to
give the required notice shall result in termination of coverage for
any |
|
|
loss
involving a transferee, to be effective on the date of such change in
control. |
|
|
Court Costs And |
E. |
The COMPANY
will indemnify the ASSURED for court costs and
reasonable |
Attorneys’ Fees |
|
attorneys'
fees incurred and paid by the ASSURED in defense, whether or
not |
|
|
successful,
whether or not fully litigated on the merits and whether or not
settled, |
|
|
of any
claim, suit or legal proceeding with respect to which the ASSURED
would |
|
|
be entitled
to recovery under this Bond. However, with respect to
INSURING |
|
|
CLAUSE 1.,
this Section shall only apply in the event that: |
|
|
(1 |
) |
an
Employee admits to
being guilty of Larceny or Embezzlement, |
|
|
(2 |
) |
an
Employee is
adjudicated to be guilty of Larceny or Embezzlement,
or |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 6 of
19 |
|
|
|
General
Agreements |
|
|
|
|
Court Costs And |
(3) |
in the
absence of 1 or 2 above, an arbitration panel agrees, after a review
of |
Attorneys’ Fees |
|
an agreed
statement of facts between the COMPANY and the ASSURED, |
(continued) |
|
that an
Employee would be
found guilty of Larceny or Embezzlement if |
such
Employee were
prosecuted. |
|
|
The ASSURED
shall promptly give notice to the COMPANY of any such suit
or |
|
legal
proceeding and at the request of the COMPANY shall furnish copies of
all |
|
pleadings
and pertinent papers to the COMPANY. The COMPANY may, at
its |
|
sole
option, elect to conduct the defense of all or part of such legal
proceeding. |
|
The defense
by the COMPANY shall be in the name of the ASSURED
through |
|
attorneys
selected by the COMPANY. The ASSURED shall provide all
reasonable |
|
information
and assistance as required by the COMPANY for such
defense. |
|
|
If the
COMPANY declines to defend the ASSURED, no settlement without
the |
|
prior
written consent of the COMPANY nor judgment against the ASSURED
shall |
|
determine
the existence, extent or amount of coverage under this
Bond. |
|
|
If the
amount demanded in any such suit or legal proceeding is within
the |
|
DEDUCTIBLE
AMOUNT, if any, the COMPANY shall have no liability for
court |
|
costs and
attorney's fees incurred in defending all or part of such suit or
legal |
|
proceeding. |
|
|
If the
amount demanded in any such suit or legal proceeding is in excess of
the |
|
LIMIT OF
LIABILITY stated in ITEM 2. of the DECLARATIONS for the
applicable |
|
INSURING
CLAUSE, the COMPANY'S liability for court costs and attorney's
fees |
|
incurred in
defending all or part of such suit or legal proceedings is limited to
the |
|
proportion
of such court costs and attorney's fees incurred that the LIMIT
OF |
|
LIABILITY
stated in ITEM 2. of the DECLARATIONS for the applicable
INSURING |
|
CLAUSE
bears to the total of the amount demanded in such suit or
legal |
|
proceeding. |
|
|
If the
amount demanded is any such suit or legal proceeding is in excess of
the |
|
DEDUCTIBLE
AMOUNT, if any, but within the LIMIT OF LIABILITY stated in
ITEM |
|
2. |
of the
DECLARATIONS for the applicable INSURING CLAUSE, the |
|
COMPANY'S
liability for court costs and attorney's fees incurred in defending all
or |
|
part of
such suit or legal proceedings shall be limited to the proportion of
such |
|
court costs
or attorney's fees that the amount demanded that would be
payable |
|
under this
Bond after application of the DEDUCTIBLE AMOUNT, bears to the
total |
|
amount
demanded. |
|
|
Amounts
paid by the COMPANY for court costs and attorneys' fees shall be
in |
|
addition to
the LIMIT OF LIABILITY stated in ITEM 2. of the
DECLARATIONS. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 7 of
19 |
|
|
|
|
|
|
|
Conditions
And |
|
|
|
|
|
|
Limitations |
|
|
|
|
|
|
|
|
Definitions |
1 |
. |
As used in
this Bond: |
|
|
|
a. |
Computer System means a
computer and all input, output, processing, |
|
|
|
|
storage,
off-line media libraries, and communication facilities which
are |
|
|
|
|
connected
to the computer and which are under the control and
supervision |
|
|
|
|
of the
operating system(s) or application(s) software used by the
ASSURED. |
|
|
|
|
b. |
Counterfeit means an
imitation of an actual valid original which is intended |
|
|
|
|
to deceive
and be taken as the original. |
|
|
|
|
c. |
Custodian means the
institution designated by an Investment Company to |
|
|
|
|
maintain
possession and control of its assets. |
|
|
|
|
d. |
Customer means an
individual, corporate, partnership, trust customer, |
|
|
|
|
shareholder
or subscriber of an Investment Company which has a
written |
|
|
|
|
agreement
with the ASSURED for Voice
Initiated Funds Transfer |
|
|
|
|
Instruction. |
|
|
|
|
e. |
Employee means: |
|
|
|
|
|
(1 |
) |
an officer
of the ASSURED, |
|
|
|
|
|
(2 |
) |
a natural
person while in the regular service of the ASSURED at any
of |
|
|
|
|
|
|
the
ASSURED'S premises and compensated directly by the
ASSURED |
|
|
|
|
|
|
through its
payroll system and subject to the United States
Internal |
|
|
|
|
|
|
Revenue
Service Form W-2 or equivalent income reporting plans
of |
|
|
|
|
|
|
other
countries, and whom the ASSURED has the right to control
and |
|
|
|
|
|
|
direct both
as to the result to be accomplished and details and
means |
|
|
|
|
|
|
by which
such result is accomplished in the performance of such |
|
|
|
|
|
|
service, |
|
|
|
|
|
(3 |
) |
a guest
student pursuing studies or performing duties in any of
the |
ASSURED'S
premises, |
|
|
|
|
|
(4 |
) |
an attorney
retained by the ASSURED and an employee of such |
|
|
|
|
|
|
attorney
while either is performing legal services for the
ASSURED, |
|
|
|
|
|
(5 |
) |
a natural
person provided by an employment contractor to perform |
|
|
|
|
|
|
employee
duties for the ASSURED under the ASSURED'S supervision |
|
|
|
|
|
|
at any of
the ASSURED'S premises, |
|
|
|
|
|
(6 |
) |
an employee
of an institution merged or consolidated with the |
|
|
|
|
|
|
ASSURED
prior to the effective date of this Bond, |
|
|
|
|
|
(7 |
) |
a director
or trustee of the ASSURED, but only while performing
acts |
|
|
|
|
|
|
within the
scope of the customary and usual duties of any officer
or |
|
|
|
|
|
|
other
employee of the ASSURED or while acting as a member of
any |
|
|
|
|
|
|
committee
duly elected or appointed to examine or audit or have |
|
|
|
|
|
|
custody of
or access to Property of the
ASSURED, or |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 8 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
|
|
Definitions |
(8 |
) |
each
natural person, partnership or corporation authorized by
written |
(continued) |
|
|
agreement
with the ASSURED to perform services as electronic data |
|
|
|
processor
of checks or other accounting records related to such checks
but |
|
|
|
only while
such person, partnership or corporation is actually
performing |
|
|
|
such
services and not: |
|
|
|
|
a. |
creating,
preparing, modifying or maintaining the ASSURED'S |
|
|
|
|
computer
software or programs, or |
|
|
|
|
b. |
acting as
transfer agent or in any other agency capacity in
issuing |
|
|
|
|
checks,
drafts or securities for the ASSURED, |
|
|
(9 |
) |
any
partner, officer or employee of an investment advisor, an
underwriter |
|
|
|
(distributor), a transfer agent or shareholder accounting
recordkeeper, or an |
|
|
|
administrator, for an Investment Company while
performing acts coming |
|
|
|
within the
scope of the customary and usual duties of an officer or
employee |
|
|
|
of an
Investment Company or acting
as a member of any committee duly |
|
|
|
elected or
appointed to examine, audit or have custody of or access
to |
|
|
|
Property of
an
Investment Company. |
|
|
|
|
The term
Employee shall not
include any partner, officer or employee of a |
|
|
|
transfer
agent, shareholder accounting recordkeeper or
administrator: |
|
|
|
|
a. |
which is
not an "affiliated person" (as defined in Section 2(a) of
the |
|
|
|
|
Investment
Company Act of 1940) of an Investment Company or
of |
|
|
|
|
the
investment advisor or underwriter (distributor) of such Investment |
|
|
|
|
Company,
or |
|
|
|
|
b. |
which is a
"bank" (as defined in Section 2(a) of the Investment |
Company Act
of 1940). |
|
|
|
|
|
This Bond
does not afford coverage in favor of the employers of |
|
|
|
|
persons as
set forth in e. (4), (5) and (8) above, and upon payment
to |
|
|
|
|
the ASSURED
by the COMPANY resulting directly from Larceny or |
|
|
|
|
Embezzlement committed
by any of the partners, officers or |
|
|
|
|
employees
of such employers, whether acting alone or in collusion
with |
|
|
|
|
others, an
assignment of such of the ASSURED'S rights and causes
of |
|
|
|
|
action as
it may have against such employers by reason of such
acts |
|
|
|
|
so
committed shall, to the extent of such payment, be given by
the |
|
|
|
|
ASSURED to
the COMPANY, and the ASSURED shall execute all |
|
|
|
|
papers
necessary to secure to the COMPANY the rights provided
for |
|
|
|
|
herein. |
|
|
|
|
Each
employer of persons as set forth in e.(4), (5) and (8) above and
the |
|
|
|
partners,
officers and other employees of such employers shall
collectively |
|
|
|
be deemed
to be one person for all the purposes of this Bond;
excepting, |
|
|
|
however,
the fifth paragraph of Section 13. |
|
|
|
|
Independent
contractors not specified in e.(4), (5) or (8) above, |
|
|
|
intermediaries, agents, brokers or other representatives of the
same general |
|
|
|
character
shall not be considered Employees. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 9 of
19 |
|
|
|
Conditions
And |
|
|
Limitations |
|
|
|
|
Definitions |
f. |
Forgery means the
signing of the name of another natural person with the |
(continued) |
|
intent to
deceive but does not mean a signature which consists in whole or
in |
|
|
part of
one's own name, with or without authority, in any capacity for
any |
|
|
purpose. |
|
|
g. |
Investment Company means any
investment company registered under the |
|
|
Investment
Company Act of 1940 and listed under the NAME OF
ASSURED |
|
|
on the
DECLARATIONS. |
|
|
h. |
Items
of Deposit means one
or more checks or drafts drawn upon a |
|
|
financial
institution in the United States of America. |
|
|
i. |
Larceny or Embezzlement means
larceny or embezzlement as defined in |
|
|
Section 37
of the Investment Company Act of 1940. |
|
|
j. |
Property means
money, revenue and other stamps; securities; including
any |
|
|
note,
stock, treasury stock, bond, debenture, evidence of
indebtedness, |
|
|
certificate
of deposit, certificate of interest or participation in any
profit- |
|
|
sharing
agreement, collateral trust certificate, preorganization certificate
or |
|
|
subscription, transferable share, investment contract, voting trust
certificate, |
|
|
certificate
of deposit for a security, fractional undivided interest in oil, gas,
or |
|
|
other
mineral rights, any interest or instruments commonly known as
a |
|
|
security
under the Investment Company Act of 1940, any other certificate
of |
|
|
interest or
participation in, temporary or interim certificate for, receipt
for, |
|
|
guarantee
of, or warrant or right to subscribe to or purchase any of
the |
|
|
foregoing;
bills of exchange; acceptances; checks; withdrawal orders;
money |
|
|
orders;
travelers' letters of credit; bills of lading; abstracts of title;
insurance |
|
|
policies,
deeds, mortgages on real estate and/or upon chattels and
interests |
|
|
therein;
assignments of such policies, deeds or mortgages; other
valuable |
|
|
papers,
including books of accounts and other records used by
the |
|
|
ASSURED in
the conduct of its business (but excluding all electronic
data |
|
|
processing
records); and, all other instruments similar to or in the nature
of |
|
|
the
foregoing in which the ASSURED acquired an interest at the time of
the |
|
|
ASSURED'S
consolidation or merger with, or purchase of the
principal |
|
|
assets of,
a predecessor or which are held by the ASSURED for any |
|
|
purpose or
in any capacity and whether so held gratuitously or not
and |
|
|
whether or
not the ASSURED is liable therefor. |
|
|
k. |
Relative means the
spouse of an Employee or partner
of the ASSURED |
|
|
and any
unmarried child supported wholly by, or living in the home of,
such |
|
|
Employee or partner
and being related to them by blood, marriage or legal |
|
|
guardianship. |
|
|
l. |
Securities, documents or other written instruments
means
original |
|
|
(including
original counterparts) negotiable or non-negotiable instruments,
or |
|
|
assignments
thereof, which in and of themselves represent an
equitable |
|
|
interest,
ownership, or debt and which are in the ordinary course of
business |
|
|
transferable by delivery of such instruments with any
necessary |
|
|
endorsements or
assignments. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 10 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
|
|
Definitions |
|
|
m. |
Subsidiary means any
organization that, at the inception date of this Bond, |
(continued) |
|
|
|
is named in
the APPLICATION or is created during the BOND PERIOD
and |
|
|
|
|
of which
more than fifty percent (50%) of the outstanding securities or
voting |
|
|
|
|
rights
representing the present right to vote for election of directors is
owned |
|
|
|
|
or
controlled by the ASSURED either directly or through one or more of
its |
|
|
|
|
subsidiaries. |
|
|
|
|
n. |
Transportation Company means any
organization which provides its own |
|
|
|
|
or its
leased vehicles for transportation or which provides freight
forwarding |
|
|
|
|
or air
express services. |
|
|
|
|
o. |
Voice
Initiated Election means any
election concerning dividend options |
|
|
|
|
available
to Investment Company shareholders or subscribers which is |
|
|
|
|
requested
by voice over the telephone. |
|
|
|
|
p. |
Voice
Initiated Redemption means any
redemption of shares issued by an |
|
|
|
|
Investment Company which is
requested by voice over the telephone. |
|
|
|
|
q. |
Voice
Initiated Funds Transfer Instruction means any
Voice
Initiated |
|
|
|
|
Redemption or
Voice
Initiated Election. |
|
|
|
|
For the
purposes of these definitions, the singular includes the plural and
the |
|
|
|
plural
includes the singular, unless otherwise indicated. |
|
|
General Exclusions - |
2 |
. |
This
bond does not directly or indirectly cover: |
Applicable to All Insuring |
|
|
a. |
loss not
reported to the COMPANY in writing within sixty (60) days
after |
Clauses |
|
|
|
termination
of this Bond as an entirety; |
|
|
|
|
b. |
loss due to
riot or civil commotion outside the United States of America
and |
|
|
|
|
Canada, or
any loss due to military, naval or usurped power, war
or |
|
|
|
|
insurrection. This Section 2.b., however, shall not apply to loss
which occurs |
|
|
|
|
in transit
in the circumstances recited in INSURING CLAUSE 3.,
provided |
|
|
|
|
that when
such transit was initiated there was no knowledge on the part
of |
|
|
|
|
any person
acting for the ASSURED of such riot, civil commotion,
military, |
|
|
|
|
naval or
usurped power, war or insurrection; |
|
|
|
|
c. |
loss
resulting from the effects of nuclear fission or fusion or
radioactivity; |
|
|
|
|
d. |
loss of
potential income including, but not limited to, interest and
dividends |
|
|
|
|
not
realized by the ASSURED or by any customer of the
ASSURED; |
|
|
|
|
e. |
damages of
any type for which the ASSURED is legally liable,
except |
|
|
|
|
compensatory damages, but not multiples thereof, arising from a
loss |
|
|
|
|
covered
under this Bond; |
|
|
|
|
f. |
costs, fees
and expenses incurred by the ASSURED in establishing
the |
|
|
|
|
existence
of or amount of loss under this Bond, except to the extent
covered |
|
|
|
|
under
INSURING CLAUSE 11.; |
|
|
|
|
g. |
loss
resulting from indirect or consequential loss of any
nature; |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 11 of
19 |
|
|
|
|
|
|
|
|
Conditions
And |
|
|
|
|
|
|
|
Limitations |
|
|
|
|
|
|
|
|
General Exclusions - |
|
|
h. |
loss
resulting from dishonest acts by any member of the Board of
Directors |
Applicable to All Insuring |
|
|
|
or Board of
Trustees of the ASSURED who is not an Employee,
acting |
Clauses |
|
|
|
alone or in
collusion with others; |
(continued) |
|
|
i. |
loss, or
that part of any loss, resulting solely from any violation by
the |
ASSURED or
by any Employee: |
|
|
|
|
(1 |
) |
of any law
regulating: |
|
|
|
|
|
|
a. |
the
issuance, purchase or sale of securities, |
|
|
|
|
|
|
b. |
securities
transactions on security or commodity exchanges or |
|
|
|
|
|
|
|
the over
the counter market, |
|
|
|
|
|
|
c. |
investment
companies, |
|
|
|
|
|
|
d. |
investment
advisors, or |
|
|
|
|
(2 |
) |
of any rule
or regulation made pursuant to any such law; or |
|
|
|
j. |
loss of
confidential information, material or data; |
|
|
|
k. |
loss
resulting from voice requests or instructions received over
the |
|
|
|
|
telephone,
provided however, this Section 2.k. shall not apply to
INSURING |
|
|
|
|
CLAUSE 7.
or 9. |
|
|
Specific Exclusions - |
3 |
. |
This
Bond does not directly or indirectly cover: |
Applicable To All Insuring |
|
|
a. |
loss caused
by an Employee, provided,
however, this Section 3.a. shall not |
Clauses Except Insuring |
|
|
|
apply to
loss covered under INSURING CLAUSE 2. or 3. which
results |
Clause 1. |
|
|
|
directly
from misplacement, mysterious unexplainable disappearance,
or |
damage or
destruction of Property; |
|
|
|
b. |
loss
through the surrender of property away from premises of the
ASSURED |
|
|
|
|
as a result
of a threat: |
|
|
|
|
(1 |
) |
to do
bodily harm to any natural person, except loss of Property in |
|
|
|
|
|
|
transit in
the custody of any person acting as messenger of the |
|
|
|
|
|
|
ASSURED,
provided that when such transit was initiated there was
no |
|
|
|
|
|
|
knowledge
by the ASSURED of any such threat, and provided further |
|
|
|
|
|
|
that this
Section 3.b. shall not apply to INSURING CLAUSE 7., or |
|
|
|
|
(2 |
) |
to do
damage to the premises or Property of the
ASSURED; |
|
|
|
c. |
loss
resulting from payments made or withdrawals from any
account |
|
|
|
|
involving
erroneous credits to such account; |
|
|
|
d. |
loss
involving Items
of Deposit which are
not finally paid for any reason |
|
|
|
|
provided
however, that this Section 3.d. shall not apply to
INSURING |
|
|
|
|
CLAUSE
10.; |
|
|
|
e. |
loss of
property while in the mail; |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 12 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
|
|
Specific Exclusions - |
|
|
f. |
loss
resulting from the failure for any reason of a financial or
depository |
Applicable To All Insuring |
|
|
|
institution, its receiver or other liquidator to pay or deliver
funds or other |
Clauses Except Insuring |
|
|
|
Property to the
ASSURED provided further that this Section 3.f. shall
not |
Clause 1. |
|
|
|
apply to
loss of Property resulting
directly from robbery, burglary, |
(continued) |
|
|
|
misplacement, mysterious unexplainable disappearance,
damage, |
|
|
|
|
destruction
or removal from the possession, custody or control of
the |
|
|
|
|
ASSURED. |
|
|
|
|
g. |
loss of
Property while in
the custody of a Transportation Company, |
|
|
|
|
provided
however, that this Section 3.g. shall not apply to
INSURING |
|
|
|
|
CLAUSE
3.; |
|
|
|
|
h. |
loss
resulting from entries or changes made by a natural person
with |
|
|
|
|
authorized
access to a Computer System who acts in
good faith on |
|
|
|
|
instructions, unless such instructions are given to that person by
a software |
|
|
|
|
contractor
or its partner, officer, or employee authorized by the ASSURED
to |
|
|
|
|
design,
develop, prepare, supply, service, write or implement programs
for |
|
|
|
|
the
ASSURED's Computer System;
or |
|
|
|
|
i. |
loss
resulting directly or indirectly from the input of data into a
Computer |
|
|
|
|
System
terminal,
either on the premises of the customer of the ASSURED |
|
|
|
|
or under
the control of such a customer, by a customer or other person
who |
|
|
|
|
had
authorized access to the customer's authentication
mechanism. |
|
|
Specific Exclusions - |
4 |
. |
This
bond does not directly or indirectly cover: |
Applicable To All Insuring |
|
|
a. |
loss
resulting from the complete or partial non-payment of or default on
any |
Clauses Except Insuring |
|
|
|
loan
whether such loan was procured in good faith or through trick,
artifice, |
Clauses 1., 4., And 5. |
|
|
|
fraud or
false pretenses; provided, however, this Section 4.a. shall not
apply |
|
|
|
|
to INSURING
CLAUSE 8.; |
|
|
|
|
b. |
loss
resulting from forgery or any alteration; |
|
|
|
|
c. |
loss
involving a counterfeit provided, however, this Section 4.c. shall
not |
|
|
|
|
apply to
INSURING CLAUSE 5. or 6. |
|
|
Limit Of Liability/Non- |
5 |
. |
At all
times prior to termination of this Bond, this Bond shall continue in force
for |
Reduction And Non- |
|
|
the limit
stated in the applicable sections of ITEM 2. of the
DECLARATIONS, |
Accumulation Of Liability |
|
|
notwithstanding any previous loss for which the COMPANY may have
paid or be |
|
|
|
liable to
pay under this Bond provided, however, that the liability of the
COMPANY |
|
|
|
under this
Bond with respect to all loss resulting from: |
|
|
|
|
a. |
any one act
of burglary, robbery or hold-up, or attempt thereat, in which
no |
|
|
|
|
Employee is
concerned or implicated, or |
|
|
|
|
b. |
any one
unintentional or negligent act on the part of any one
person |
|
|
|
|
resulting
in damage to or destruction or misplacement of Property,
or |
|
|
|
|
c. |
all acts,
other than those specified in a. above, of any one person,
or |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 13 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
|
|
Limit Of Liability/Non- |
|
|
d. |
any one
casualty or event other than those specified in a., b., or c.
above, |
Reduction And Non- |
|
|
shall be
deemed to be one loss and shall be limited to the applicable LIMIT
OF |
Accumulation Of Liability |
|
|
LIABILITY
stated in ITEM 2. of the DECLARATIONS of this Bond irrespective
of |
(continued) |
|
|
the total
amount of such loss or losses and shall not be cumulative in
amounts |
|
|
|
from year
to year or from period to period. |
|
|
|
|
All acts,
as specified in c. above, of any one person which |
|
|
|
|
i. |
directly or
indirectly aid in any way wrongful acts of any other person
or |
|
|
|
|
persons,
or |
|
|
|
|
ii. |
permit the
continuation of wrongful acts of any other person or
persons |
|
|
|
|
whether
such acts are committed with or without the knowledge of the
wrongful |
|
|
|
acts of the
person so aided, and whether such acts are committed with or
without |
|
|
|
the intent
to aid such other person, shall be deemed to be one loss with
the |
|
|
|
wrongful
acts of all persons so aided. |
|
|
Discovery |
6 |
. |
This Bond
applies only to loss first discovered by an officer of the
ASSURED |
|
|
|
during the
BOND PERIOD. Discovery occurs at the earlier of an officer of
the |
|
|
|
ASSURED
being aware of: |
|
|
|
|
a. |
facts which
may subsequently result in a loss of a type covered by this
Bond, |
|
|
|
|
or |
|
|
|
|
b. |
an actual
or potential claim in which it is alleged that the ASSURED is
liable |
|
|
|
|
to a third
party, |
|
|
|
|
regardless
of when the act or acts causing or contributing to such loss
occurred, |
|
|
|
even though
the amount of loss does not exceed the applicable
DEDUCTIBLE |
|
|
|
AMOUNT, or
the exact amount or details of loss may not then be
known. |
|
|
Notice To Company - |
7 |
. |
a. |
The ASSURED
shall give the COMPANY notice thereof at the earliest |
Proof - Legal Proceedings |
|
|
|
practicable
moment, not to exceed sixty (60) days after discovery of loss,
in |
Against Company |
|
|
|
an amount
that is in excess of 50% of the applicable DEDUCTIBLE |
|
|
|
|
AMOUNT, as
stated in ITEM 2. of the DECLARATIONS. |
|
|
|
|
b. |
The ASSURED
shall furnish to the COMPANY proof of loss, duly sworn
to, |
|
|
|
|
with full
particulars within six (6) months after such discovery. |
|
|
|
|
c. |
Securities
listed in a proof of loss shall be identified by certificate or
bond |
|
|
|
|
numbers, if
issued with them. |
|
|
|
|
d. |
Legal
proceedings for the recovery of any loss under this Bond shall not
be |
|
|
|
|
brought
prior to the expiration of sixty (60) days after the proof of loss is
filed |
|
|
|
|
with the
COMPANY or after the expiration of twenty-four (24) months
from |
|
|
|
|
the
discovery of such loss. |
|
|
|
|
e. |
This Bond
affords coverage only in favor of the ASSURED. No claim,
suit, |
|
|
|
|
action or
legal proceedings shall be brought under this Bond by
anyone |
|
|
|
|
other than
the ASSURED. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 14 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
|
|
Notice To Company - |
|
|
f. |
Proof of
loss involving Voice
Initiated Funds Transfer Instruction shall |
Proof - Legal Proceedings |
|
|
|
include
electronic recordings of such instructions. |
Against Company |
|
|
|
|
(continued) |
|
|
|
|
|
|
Deductible Amount |
8 |
. |
The COMPANY
shall not be liable under any INSURING CLAUSES of this
Bond |
|
|
|
on account
of loss unless the amount of such loss, after deducting the net
amount |
|
|
|
of all
reimbursement and/or recovery obtained or made by the ASSURED,
other |
|
|
|
than from
any Bond or policy of insurance issued by an insurance company
and |
|
|
|
covering
such loss, or by the COMPANY on account thereof prior to payment
by |
|
|
|
the COMPANY
of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth
in |
|
|
|
ITEM 3. of
the DECLARATIONS, and then for such excess only, but in no
event |
|
|
|
for more
than the applicable LIMITS OF LIABILITY stated in ITEM 2. of
the |
|
|
|
DECLARATIONS. |
|
|
|
|
There shall
be no deductible applicable to any loss under INSURING CLAUSE
1. |
|
|
|
sustained
by any Investment Company. |
|
|
Valuation |
9 |
. |
BOOKS
OF ACCOUNT OR OTHER RECORDS |
|
|
|
The value
of any loss of Property consisting
of books of account or other records |
|
|
|
used by the
ASSURED in the conduct of its business shall be the amount paid
by |
|
|
|
the ASSURED
for blank books, blank pages, or other materials which replace
the |
|
|
|
lost books
of account or other records, plus the cost of labor paid by
the |
|
|
|
ASSURED for
the actual transcription or copying of data to reproduce such
books |
|
|
|
of account
or other records. |
|
|
|
|
The value
of any loss of Property other than
books of account or other records |
|
|
|
used by the
ASSURED in the conduct of its business, for which a claim is
made |
|
|
|
shall be
determined by the average market value of such Property on
the |
|
|
|
business
day immediately preceding discovery of such loss provided,
however, |
|
|
|
that the
value of any Property replaced by
the ASSURED with the consent of the |
|
|
|
COMPANY and
prior to the settlement of any claim for such Property shall be
the |
actual
market value at the time of replacement. |
|
|
|
|
In the case
of a loss of interim certificates, warrants, rights or other securities,
the |
|
|
|
production
of which is necessary to the exercise of subscription,
conversion, |
|
|
|
redemption
or deposit privileges, the value of them shall be the market value
of |
|
|
|
such
privileges immediately preceding their expiration if said loss is not
discovered |
|
|
|
until after
their expiration. If no market price is quoted for such Property or
for |
|
|
|
such
privileges, the value shall be fixed by agreement between the
parties. |
|
|
|
|
OTHER
PROPERTY |
|
|
|
|
The value
of any loss of Property, other
than as stated above, shall be the actual |
|
|
|
cash value
or the cost of repairing or replacing such Property with
Property of |
|
|
|
like
quality and value, whichever is
less. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 15 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
(continued) |
|
|
|
|
|
|
Securities Settlement |
10 |
. |
In the
event of a loss of securities covered under this Bond, the COMPANY
may, |
|
|
|
at its sole
discretion, purchase replacement securities, tender the value of
the |
|
|
|
securities
in money, or issue its indemnity to effect replacement
securities. |
|
|
|
|
The
indemnity required from the ASSURED under the terms of this
Section |
|
|
|
against all
loss, cost or expense arising from the replacement of securities by
the |
|
|
|
COMPANY'S
indemnity shall be: |
|
|
|
|
a. |
for
securities having a value less than or equal to the
applicable |
|
|
|
|
DEDUCTIBLE
AMOUNT - one hundred (100%) percent; |
|
|
|
|
b. |
for
securities having a value in excess of the DEDUCTIBLE AMOUNT
but |
|
|
|
|
within the
applicable LIMIT OF LIABILITY - the percentage that the |
|
|
|
|
DEDUCTIBLE
AMOUNT bears to the value of the securities; |
|
|
|
|
c. |
for
securities having a value greater than the applicable LIMIT OF
LIABILITY |
|
|
|
|
- the
percentage that the DEDUCTIBLE AMOUNT and portion in excess
of |
|
|
|
|
the
applicable LIMIT OF LIABILITY bears to the value of the
securities. |
|
|
|
|
The value
referred to in Section 10.a., b., and c. is the value in accordance
with |
|
|
|
Section 9,
VALUATION, regardless of the value of such securities at the time
the |
|
|
|
loss under
the COMPANY'S indemnity is sustained. |
|
|
|
|
The COMPANY
is not required to issue its indemnity for any portion of a loss
of |
|
|
|
securities
which is not covered by this Bond; however, the COMPANY may do
so |
|
|
|
as a
courtesy to the ASSURED and at its sole discretion. |
|
|
|
|
The ASSURED
shall pay the proportion of the Company's premium charge for
the |
|
|
|
Company's
indemnity as set forth in Section 10.a., b., and c. No portion of
the |
|
|
|
LIMIT OF
LIABILITY shall be used as payment of premium for any
indemnity |
|
|
|
purchased
by the ASSURED to obtain replacement securities. |
|
|
Subrogation - Assignment - 11. |
|
In the
event of a payment under this Bond, the COMPANY shall be subrogated
to |
Recovery |
|
|
all of the
ASSURED'S rights of recovery against any person or entity to the
extent |
|
|
|
of such
payment. On request, the ASSURED shall deliver to the COMPANY
an |
|
|
|
assignment
of the ASSURED'S rights, title and interest and causes of
action |
|
|
|
against any
person or entity to the extent of such payment. |
|
|
|
|
Recoveries,
whether effected by the COMPANY or by the ASSURED, shall
be |
|
|
|
applied net
of the expense of such recovery in the following order: |
|
|
|
|
a. |
first, to
the satisfaction of the ASSURED'S loss which would otherwise
have |
|
|
|
|
been paid
but for the fact that it is in excess of the applicable LIMIT
OF |
|
|
|
|
LIABILITY, |
|
|
|
|
b. |
second, to
the COMPANY in satisfaction of amounts paid in settlement
of |
|
|
|
|
the
ASSURED'S claim, |
|
|
|
|
c. |
third, to
the ASSURED in satisfaction of the applicable
DEDUCTIBLE |
|
|
|
|
AMOUNT,
and |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 16 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
|
|
Subrogation - Assignment - |
|
|
d. |
fourth, to
the ASSURED in satisfaction of any loss suffered by the |
Recovery |
|
|
|
ASSURED
which was not covered under this Bond. |
(continued) |
|
|
Recovery
from reinsurance or indemnity of the COMPANY shall not be deemed
a |
|
|
|
recovery
under this section. |
|
|
Cooperation Of Assured |
12 |
. |
At the
COMPANY'S request and at reasonable times and places designated
by |
|
|
|
the
COMPANY, the ASSURED shall: |
|
|
|
|
a. |
submit to
examination by the COMPANY and subscribe to the same
under |
|
|
|
|
oath, |
|
|
|
|
b. |
produce for
the COMPANY'S examination all pertinent records, and |
|
|
|
|
c. |
cooperate
with the COMPANY in all matters pertaining to the loss. |
|
|
|
|
The ASSURED
shall execute all papers and render assistance to secure to
the |
|
|
|
COMPANY the
rights and causes of action provided for under this Bond.
The |
|
|
|
ASSURED
shall do nothing after loss to prejudice such rights or causes of
action. |
|
|
Termination |
13 |
. |
If the Bond
is for a sole ASSURED, it shall not be terminated unless written
notice |
|
|
|
shall have
been given by the acting party to the affected party and to
the |
|
|
|
Securities
and Exchange Commission, Washington, D.C., not less than sixty
(60) |
|
|
|
days prior
to the effective date of such termination. |
|
|
|
|
If the Bond
is for a joint ASSURED, it shall not be terminated unless written
notice |
|
|
|
shall have
been given by the acting party to the affected party, and by
the |
|
|
|
COMPANY to
all ASSURED Investment Companies and to the
Securities and |
|
|
|
Exchange
Commission, Washington, D.C., not less than sixty (60) days prior
to |
|
|
|
the
effective date of such termination. |
|
|
|
|
This Bond
will terminate as to any one ASSURED, other than an Investment |
|
|
|
Company: |
|
|
|
|
a. |
immediately
on the taking over of such ASSURED by a receiver or
other |
|
|
|
|
liquidator
or by State or Federal officials, or |
|
|
|
|
b. |
immediately
on the filing of a petition under any State or Federal
statute |
|
|
|
|
relative to
bankruptcy or reorganization of the ASSURED, or assignment
for |
|
|
|
|
the benefit
of creditors of the ASSURED, or |
|
|
|
|
c. |
immediately
upon such ASSURED ceasing to exist, whether through
merger |
|
|
|
|
into
another entity, disposition of all of its assets or
otherwise. |
|
|
|
|
The COMPANY
shall refund the unearned premium computed at short rates
in |
|
|
|
accordance
with the standard short rate cancellation tables if terminated by
the |
|
|
|
ASSURED or
pro rata if terminated for any other
reason. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 17 of
19 |
|
|
|
|
|
Conditions
And |
|
|
|
|
Limitations |
|
|
|
|
|
|
Termination |
|
|
If any
partner, director, trustee, or officer or supervisory employee of
an |
(continued) |
|
|
ASSURED not
acting in collusion with an Employee learns of
any dishonest act |
|
|
|
committed
by such Employee at any
time, whether in the employment of the |
|
|
|
ASSURED or
otherwise, whether or not such act is of the type covered under
this |
|
|
|
Bond, and
whether against the ASSURED or any other person or entity,
the |
|
|
|
ASSURED: |
|
|
|
|
a. |
shall
immediately remove such Employee from a
position that would enable |
|
|
|
|
such
Employee to cause
the ASSURED to suffer a loss covered by this |
|
|
|
|
Bond;
and |
|
|
|
|
b. |
within
forty-eight (48) hours of learning that an Employee has
committed |
|
|
|
|
any
dishonest act, shall notify the COMPANY, of such action and provide
full |
particulars
of such dishonest act. |
|
|
|
|
The COMPANY
may terminate coverage as respects any Employee sixty
(60) |
|
|
|
days after
written notice is received by each ASSURED Investment Company |
|
|
|
and the
Securities and Exchange Commission, Washington, D.C. of its desire
to |
|
|
|
terminate
this Bond as to such Employee. |
|
|
Other Insurance |
14 |
. |
Coverage
under this Bond shall apply only as excess over any valid and
collectible |
|
|
|
insurance,
indemnity or suretyship obtained by or on behalf of: |
|
|
|
|
a. |
the
ASSURED, |
|
|
|
|
b. |
a
Transportation Company,
or |
|
|
|
|
c. |
another
entity on whose premises the loss occurred or which employed
the |
|
|
|
|
person
causing the loss or engaged the messenger conveying the Property |
|
|
|
|
involved. |
|
|
Conformity |
15 |
. |
If any
limitation within this Bond is prohibited by any law controlling this
Bond's |
|
|
|
construction, such limitation shall be deemed to be amended so as
to equal the |
|
|
|
minimum
period of limitation provided by such law. |
|
|
Change or Modification |
16 |
. |
This Bond
or any instrument amending or affecting this Bond may not be
changed |
|
|
|
or modified
orally. No change in or modification of this Bond shall be
effective |
|
|
|
except when
made by written endorsement to this Bond signed by an
authorized |
|
|
|
representative of the COMPANY. |
|
|
|
|
If this
Bond is for a sole ASSURED, no change or modification which
would |
|
|
|
adversely
affect the rights of the ASSURED shall be effective prior to sixty
(60) |
|
|
|
days after
written notice has been furnished to the Securities and
Exchange |
|
|
|
Commission,
Washington, D.C., by the acting
party. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 18 of
19 |
|
|
Conditions
And |
|
Limitations |
|
|
|
Change or Modification |
If this
Bond is for a joint ASSURED, no charge or modification which
would |
(continued) |
adversely
affect the rights of the ASSURED shall be effective prior to sixty
(60) |
|
days after
written notice has been furnished to all insured Investment Companies |
|
and to the
Securities and Exchange Commission, Washington, D.C., by
the |
|
COMPANY. |
|
|
ICAP Bond
(5-98) |
|
Form
17-02-1421 (Ed. 5-98) |
Page 19 of
19 |
|
|
|
Effective
date of |
|
|
this
endorsement: August 19, 2009 |
FEDERAL INSURANCE COMPANY |
|
Endorsement
No.: 1 |
|
To be
attached to and form a part of Bond |
|
Number: |
70436898 |
|
|
Issued to:
KOHLBERG CAPITAL CORPORATION |
|
COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS
RIDER |
It is
agreed that this insurance does not apply to the extent that trade or
economic sanctions or other laws |
or
regulations prohibit the coverage provided by this
insurance. |
|
|
|
|
ALL OTHER
TERMS AND CONDITIONS OF THIS BOND REMAIN
UNCHANGED. |
Date: August 27, 2009
Form 14-02-9228 (Ed. 4/2004)
|
|
|
|
|
|
|
|
|
ENDORSEMENT/RIDER |
Effective
date of |
|
|
this
endorsement/rider: August 19, 2009 |
FEDERAL INSURANCE COMPANY |
|
|
|
Endorsement/Rider No. |
2 |
|
|
|
To be attached to and |
|
|
|
|
form a part of Bond No. |
70436898 |
|
|
Issued to:
KOHLBERG CAPITAL CORPORATION |
|
|
|
DELETING
VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR
MODIFICATION |
ENDORSEMENT |
In
consideration of the premium charged, it is agreed that this Bond is
amended as follows: |
1 |
. |
The
paragraph titled Other Property in Section 9, Valuation, is deleted in its
entirety. |
2 |
. |
The third
paragraph in Section 16, Change or Modification, is deleted in its
entirety and replaced |
|
|
with the
following: |
|
|
|
|
If this
Bond is for a joint ASSURED, no change or modification which would
adversely affect the |
|
|
rights of
the ASSURED shall be effective prior to sixty (60) days after written
notice has been |
|
|
furnished
to all insured Investment Companies and the
Securities and Exchange Commission, |
|
|
Washington,
D.C., by the COMPANY. |
|
|
|
|
The title
and any headings in this endorsement/rider are solely for convenience and
form no part of the |
terms and
conditions of coverage. |
|
|
All other
terms, conditions and limitations of this Bond shall remain
unchanged. |
|
17-02-2437 (12/2006) rev.
Page 1
|
|
|
|
|
|
|
|
|
|
FEDERAL INSURANCE COMPANY |
|
|
|
|
|
Endorsement
No.: 3 |
|
|
|
|
|
Bond
Number: |
70436898 |
|
|
|
NAME OF
ASSURED: KOHLBERG CAPITAL CORPORATION |
|
|
NEW
YORK AMENDATORY ENDORSEMENT |
|
It is
agreed that this Bond is amended as follows: |
|
1 |
. |
By adding
to Section 13, Termination, the following: |
|
|
|
Bonds In
Effect Sixty (60) Days Or Less |
|
|
|
If this
Bond has been in effect for less than sixty (60) days and if it is not a
renewal Bond, the |
|
|
COMPANY may
terminate it for any reason by mailing or delivering to the ASSURED and to
the |
|
|
authorized
agent or broker, if any, written notice of termination at least sixty (60)
days before the |
|
|
effective
date of termination. |
|
|
|
Bonds In
Effect More Than Sixty (60) Days |
|
|
|
If this
Bond has been in effect for sixty (60) days or more, or if it is a renewal
of a Bond issued by the |
|
|
COMPANY, it
may be terminated by the COMPANY by mailing or delivering to the ASSURED
and to |
|
|
the
authorized agent or broker, if any, written notice of termination at least
sixty (60) days before the |
|
|
effective
date of termination. Furthermore, when the Bond is a renewal or has been
in effect for sixty |
|
|
(60) days
or more, the COMPANY may terminate only for one or more of the reasons
stated in 1-7 |
|
|
below. |
|
|
|
1 |
. |
Nonpayment
of premium; |
|
|
|
2 |
. |
Conviction
of a crime arising out of acts increasing the hazard insured against
; |
|
|
3 |
. |
Discovery
of fraud or material misrepresentation in the obtaining of this Bond or in
the |
|
|
|
|
presentation of a claim thereunder; |
|
|
|
4 |
. |
Violation
of any provision of this Bond that substantially and materially increases
the hazard |
|
|
|
|
insured
against, and which occurred subsequent to inception of the current BOND
PERIOD; |
|
|
5 |
. |
If
applicable, material physical change in the property insured, occurring
after issuance or last |
|
|
|
|
annual
renewal anniversary date of this Bond, which results in the property
becoming uninsurable |
|
|
|
|
in
accordance with the COMPANY's objective, uniformly applied underwriting
standards in effect |
|
|
|
|
at the time
this Bond was issued or last renewed; or material change in the nature or
extent of this |
|
|
|
|
Bond
occurring after issuance or last annual renewal anniversary date of this
Bond, which causes |
|
|
|
|
the risk of
loss to be substantially and materially increased beyond that contemplated
at the time |
|
|
|
|
this Bond
was issued or last renewed; |
|
|
|
ICAP Bond -
New York |
|
Form
17-02-2863 (Rev. 7-03) |
Page
1 |
|
|
|
|
|
|
|
|
6 |
. |
A
determination by the Superintendent of Insurance that continuation of the
present premium |
|
|
|
|
volume of
the COMPANY would jeopardize the COMPANY's policyholders, creditors or the
public, |
|
|
|
|
or
continuing the Bond itself would place the COMPANY in violation of any
provision of the New |
|
|
|
|
York
Insurance Code; or |
|
|
7 |
. |
Where the
COMPANY has reason to believe, in good faith and with sufficient cause,
that there is |
|
|
|
|
a probable
risk or danger that the Property will be
destroyed by the ASSURED for the purpose of |
|
|
|
|
collecting
the insurance proceeds. |
|
|
Notice Of
Termination |
|
|
Notice of
termination under this SECTION shall be mailed to the ASSURED and to the
authorized agent |
|
|
or broker,
if any, at the address shown on the DECLARATIONS of this Bond. The
COMPANY, |
|
|
however,
may deliver any notice instead of mailing it. |
|
|
Return
Premium Calculations |
|
|
The COMPANY
shall refund the unearned premium computed pro rata if this Bond is
terminated by the |
|
|
COMPANY." |
2 |
. |
By adding a
new Section reading as follows: |
|
|
"Section
17. Election To Conditionally Renew / Nonrenew This
Bond |
|
|
Conditional
Renewal |
|
|
If the
COMPANY conditionally renews this Bond subject to: |
|
|
1 |
. |
Change of
limits of liability ; |
|
|
2 |
. |
Change in
type of coverage; |
|
|
3 |
. |
Reduction
of coverage; |
|
|
4 |
. |
Increased
deductible; |
|
|
5 |
. |
Addition of
exclusion; or |
|
|
6 |
. |
Increased
premiums in excess of 10%, exclusive of any premium increase due to
and |
|
|
|
|
commensurate with insured value added; or as a result of experience
rating, retrospective rating |
|
|
|
|
or audit;
the COMPANY shall send notice as provided in Notices Of Nonrenewal And
Conditional |
|
|
|
|
Renewal
immediately below. |
|
|
Notices Of
Nonrenewal And Conditional Renewal |
|
|
1 |
. |
If the
COMPANY elects not to renew this Bond, or to conditionally renew this Bond
as provided |
|
|
|
|
herein, the
COMPANY shall mail or deliver written notice to the ASSURED at least sixty
(60) but |
|
|
|
|
not more
than one hundred twenty (120) days before: |
|
|
|
|
a. |
The
expiration date; or |
|
|
|
|
b. |
The
anniversary date if this Bond has been written for a term of more than one
year. |
|
|
ICAP Bond -
New York |
|
Form
17-02-2863 (Rev. 7-03) |
Page
2 |
|
|
|
|
|
|
|
2 |
. |
Notice
shall be mailed or delivered to the ASSURED at the address shown on
the |
|
|
|
|
DECLARATIONS of this Bond and the authorized agent or broker, if
any. If notice is mailed, proof |
|
|
|
|
of mailing
shall be sufficient proof of notice. |
|
|
3 |
. |
Paragraphs
1. and 2. immediately above shall not apply when the ASSURED, authorized
agent or |
|
|
|
|
broker, or
another insurer has mailed or delivered written notice to the COMPANY that
the Bond |
|
|
|
|
has been
replaced or is no longer desired. |
3 |
. |
By adding
to General Agreement B., Representations Made By Assured, the
following: |
|
|
No
misrepresentation shall be deemed material unless knowledge by the COMPANY
would have lead |
|
|
to the
COMPANY'S refusal to write this Bond. |
|
|
|
|
This
Endorsement applies to loss discovered after 12:01 a.m. on August 19,
2009. |
|
|
|
|
ALL OTHER
TERMS AND CONDITIONS OF THIS BOND REMAIN
UNCHANGED. |
Date: August 27, 2009
|
|
ICAP Bond -
New York |
|
Form
17-02-2863 (Rev. 7-03) |
Page
3 |
|
Important Notice: |
|
|
|
The
SEC Requires Proof of Your Fidelity Insurance
Policy |
|
Your
company is now required to file an electronic copy of your fidelity
insurance coverage |
(Chubb’s
ICAP Bond policy) to the Securities and Exchange Commission (SEC),
according to |
rules
adopted by the SEC on June 12, 2006. |
|
Chubb is in
the process of providing your agent/broker with an electronic copy of your
insurance |
policy as
well as instructions on how to submit this proof of fidelity insurance
coverage to the |
SEC. You
can expect to receive this information from your agent/broker
shortly. |
|
The
electronic copy of your policy is provided by Chubb solely as a
convenience and does not |
affect the
terms and conditions of coverage as set forth in the paper policy you
receive by mail. |
The terms
and conditions of the policy mailed to you, which are the same as those
set forth in |
the
electronic copy, constitute the entire agreement between your company and
Chubb. |
|
If you have
any questions, please contact your agent or
broker. |
Form 14-02-12160 (ed. 7/2006)
|
IMPORTANT NOTICE TO POLICYHOLDERS |
|
|
|
All of the members of the Chubb Group of Insurance companies doing
business in the United |
States
(hereinafter “Chubb”) distribute their products through licensed insurance
brokers and agents |
(“producers”). Detailed information regarding the types of
compensation paid by Chubb to producers on |
US
insurance transactions is available under the Producer Compensation link
located at the bottom of the |
page at
www.chubb.com, or by calling 1-866-588-9478. Additional information may be
available from |
your
producer. |
|
Thank you for choosing
Chubb. |
10-02-1295 (ed. 6/2007)
|
POLICYHOLDER |
DISCLOSURE NOTICE OF |
TERRORISM INSURANCE COVERAGE |
(for policies
with no terrorism exclusion or sublimit) |
You are hereby
notified that, under the Terrorism Risk Insurance Act (the “Act”),
effective |
December 26, 2007,
this policy makes available to you insurance for losses arising out
of |
certain acts of
terrorism. Terrorism is defined as any act certified by the Secretary of
the |
Treasury, in
concurrence with the Secretary of State and the Attorney General of
the |
United States, to
be an act of terrorism; to be a violent act or an act that is dangerous
to |
human life,
property or infrastructure; to have resulted in damage within the
United |
States, or outside
the United States in the case of an air carrier or vessel or the
premises |
of a United States
Mission; and to have been committed by an individual or individuals
as |
part of an effort
to coerce the civilian population of the United States or to influence
the |
policy or affect
the conduct of the United States Government by
coercion. |
|
You should know
that the insurance provided by your policy for losses caused by acts
of |
terrorism is
partially reimbursed by the United States under the formula set forth in
the |
Act. Under this
formula, the United States pays 85% of covered terrorism losses
that |
exceed the
statutorily established deductible to be paid by the insurance
company |
providing the
coverage. |
|
However, if
aggregate insured losses attributable to terrorist acts certified under
the Act |
exceed $100
billion in a Program Year (January 1 through December 31), the
Treasury |
shall not make any
payment for any portion of the amount of such losses that
exceeds |
$100
billion. |
10-02-1281 (Ed. 1/2003)
|
If aggregate
insured losses attributable to terrorist acts certified under the Act
exceed |
$100 billion in a
Program Year (January 1 through December 31) and we have met
our |
insurer deductible
under the Act, we shall not be liable for the payment of any portion
of |
the amount of such
losses that exceeds $100 billion, and in such case insured losses
up |
to that amount are
subject to pro rata allocation in accordance with
procedures |
established by the
Secretary of the Treasury. |
|
The portion of
your policy’s annual premium that is attributable to insurance for such
acts |
of terrorism is: $
-0-. |
|
If you have any
questions about this notice, please contact your agent or
broker. |
10-02-1281 (Ed. 1/2003)
Exhibit 99.2
Fidelity
Bond
RESOLVED:
|
That,
after considering all relevant factors, the action of the Authorized
Officers of the Company in obtaining a bond issued by Federal Insurance
Company, covering larceny and embezzlement and certain other acts, with a
limit of liability of $1,000,000, for an aggregate one-year premium of
$3,700, be, and it hereby is, authorized and
approved.
|
RESOLVED:
|
That
pursuant to Rule 17g-1 under the 1940 Act, as amended, Dayl W. Pearson,
President and Chief Executive Officer, and Michael I. Wirth, Chief
Financial Officer, Chief Compliance Officer and Secretary, are each hereby
designated as an agent for the Company to make the filings and give the
notices required by subparagraph (g) of said
Rule.
|
RESOLVED:
|
That
the form and amount of the bond issued by Federal Insurance Company, after
consideration of all relevant factors including the Company’s aggregate
assets to which persons covered by the bond have access, the type and
terms of arrangements made for custody and safekeeping of assets, and the
nature of the securities held, be and they hereby are authorized and
approved.
|
KOHLBERG
CAPITAL CORPORATION (the "Company")
STATEMENT
REGARDING PREMIUMS PAID
The
Company has paid premiums under its single insured bond for the period from
August 19, 2009 through August, 19 2010.
|
Kohlberg
Capital Corporation |
|
|
|
|
|
|
By:
/s/
Michael I.
Wirth
|
|
Dated:
August 28, 2009 |
Michael
I. Wirth |
|
|
Chief
Financial Officer |
|
|
|
|
|