December 18, 2014
Office of Registration and Reports
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
RE: Gladstone Capital Corporation Fidelity Bond
Ladies and Gentlemen:
On behalf of Gladstone Capital Corporation (the Company), I enclose the following documents for filing pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended (the 1940 Act):
1. | A copy of the Companys Crime Blanket Bond Coverage Policy No. ZBN-15R43962-14-N2, in the amount of $3,000,000, effective as of November 25, 2014, covering the Company, and its subsidiaries (the Bond). The Bond was received by the Company on December 12, 2014. |
2. | A copy of the resolutions adopted by written consent of the Board of Directors dated November 25, 2014, in which a majority of the Directors who are not interested ratified and approved the amendment to the Bond. |
The period for which premiums have been paid on behalf of the Company is November 25, 2014 to November 25, 2015. The Companys premium is $7,998.
Thank you for your assistance. Should you have any questions, please feel free to call me at 703-287-5872.
Sincerely, |
GLADSTONE CAPITAL CORPORATION |
/s/ John A. Dellafiora Jr. |
John A. Dellafiora Jr. |
Chief Compliance Officer |
IMPORTANT NOTICE REGARDING YOUR INSURANCE - VIRGINIA
NO COVERAGE IS PROVIDED BY THIS NOTICE. THIS NOTICE DOES NOT AMEND ANY PROVISION OF YOUR POLICY. YOU SHOULD REVIEW YOUR ENTIRE POLICY CAREFULLY FOR COMPLETE INFORMATION ON THE COVERAGES PROVIDED AND TO DETERMINE YOUR RIGHTS AND DUTIES UNDER YOUR POLICY. PLEASE CONTACT YOUR AGENT OR BROKER IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE OR ITS CONTENTS. IF THERE IS ANY CONFLICT BETWEEN YOUR POLICY AND THIS NOTICE, THE PROVISIONS OF YOUR POLICY PREVAIL.
Should you need to contact anyone about this insurance for any reason, please contact your agent. If you have additional questions you may contact Travelers at:
One Tower Square
Hartford, CT 06183
1-800-328-2189
Travelers.com
If you have been unable to contact or obtain satisfaction from our company or your agent, you may contact the Virginia State Corporate Commissions Bureau of Insurance at:
State Corporation Commission, Virginia Bureau of Insurance
PO Box 1157
Richmond, VA 23218
Toll free: 1-877-310-6560
Richmond, VA area: 804-371-9741
Email: bureauofinsurance@scc.virginia.gov
Written correspondence is preferable so that a record of your inquiry is maintained. When contacting your agent, company or the Bureau of Insurance, have your policy number available.
40788 Rev. 5-10 | Page 1 of 1 |
IMPORTANT NOTICE - INDEPENDENT AGENT AND BROKER COMPENSATION
NO COVERAGE IS PROVIDED BY THIS NOTICE. THIS NOTICE DOES NOT AMEND ANY PROVISION OF YOUR POLICY. YOU SHOULD REVIEW YOUR ENTIRE POLICY CAREFULLY FOR COMPLETE INFORMATION ON THE COVERAGES PROVIDED AND TO DETERMINE YOUR RIGHTS AND DUTIES UNDER YOUR POLICY. PLEASE CONTACT YOUR AGENT OR BROKER IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTICE OR ITS CONTENTS. IF THERE IS ANY CONFLICT BETWEEN YOUR POLICY AND THIS NOTICE, THE PROVISIONS OF YOUR POLICY PREVAIL.
For information about how Travelers compensates independent agents and brokers, please visit www.travelers.com, call our toll-free telephone number, 1-866-904-8348, or you may request a written copy from Marketing at One Tower Square, 2GSA, Hartford, CT 06183.
ND044 Rev. 1-08 | Page 1 of 1 |
HOW TO REPORT LOSSES, CLAIM S, OR POTENTIAL CLA IM S TO TRA VELERS
Reporting new losses, claims, or potential claims promptly can be critical. It helps to resolve covered losses or claims as quickly as possible and often reduces the overall cost. Prompt reporting:
| better protects the interests of all parties; |
| helps Travelers to try to resolve losses or claims more quickly; and |
| often reduces the overall cost of a loss or claim - losses or claims reported more than five days after they happen cost on average 35% more than those reported earlier. |
Report losses, claims, or potential claims to Travelers easily and quickly by fax, U S mail, or email.
FAX
Use this number to report a loss, claim, or potential claim by fax toll free.
1-888-460-6622
US MAIL
Use this address to report a loss, claim, or potential claim by U S Mail.
Bond-FPS Claims Department
Travelers
Mail Code NB08F
385 Washington Street
Saint Paul, Minnesota 55102
Use this address to report a loss, claim, or potential claim by email.
Pro.E&O.Claim.Reporting@SPT.com
This is a general description of how to report a loss, claim, or potential claim under this policy or bond. This description does not replace or add to the terms of this policy or bond. The policy or bond alone determines the scope of coverage. Please read it carefully for complete information on coverage. Contact your agent or broker if you have any questions about coverage.
ND059 Ed. 11-06 © 2006 The St. Paul Travelers Companies, Inc. All Rights Reserved |
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INVESTMENT COMPANY BLANKET BOND
St. Paul Fire and Marine Insurance Company
St. Paul, Minnesota 55102-1396
(A Stock Insurance Company, herein called Underwriter)
DECLARATIONS | BOND NO. ZBN-15R43962-14-N2 |
Item 1. | Name of Insured (herein called Insured): |
GLADSTONE CAPITAL CORPORATION
Principal Address:
1521 WESTBRANCH DRIVE, STE 100
MCLEAN, VA 22102
Item 2. | Bond Period from 12:01 a.m. on 11/25/14 to 12:01 a.m. on 11/25/15 the effective date of the termination or cancellation of the bond, standard time at the Principal Address as to each of said dates. |
Item 3. | Limit of Liability |
Subject to Sections 9, 10, and 12 hereof:
Limit of Liability | Deductible Amount |
|||||||
Insuring Agreement A - FIDELITY |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement B - AUDIT EXPENSE |
$ | 100,000 | $ | 0 | ||||
Insuring Agreement C - PREMISES |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement D - TRANSIT |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement E - FORGERY OR ALTERATION |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement F - SECURITIES |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement G - COUNTERFEIT CURRENCY |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement H - STOP PAYMENT |
$ | 100,000 | $ | 5,000 | ||||
Insuring Agreement I - UNCOLLECTIBLE ITEMS OF DEPOSIT |
$ | 100,000 | $ | 5,000 | ||||
OPTIONAL COVERAGES ADDED BY RIDER: |
||||||||
Insuring Agreement J - Computer Systems |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement K - Voice Initiated Transaction |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement L - Telefacsimile |
$ | 3,000,000 | $ | 100,000 | ||||
Insuring Agreement M - Unauthorized Signature |
$ | 3,000,000 | $ | 100,000 |
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 4. | Offices or Premises Covered - Offices acquired or established subsequent to the effective date of this bond are covered according to the terms of General Agreement A. All the Insureds offices or premises in existence at the time this bond becomes effective are covered under this bond except the offices or premises located as follows: None |
ICB001 Rev. 7/04
© 2004 The Travelers Indemnity Company. All rights reserved.
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Item 5. | The liability of the Underwriter is subject to the terms of the following endorsements or riders attached hereto: Endorsements or Riders No. 1 through |
ICB010 07-04
ICB011 02-10
ICB012 07-04
ICB013 07-04
ICB014 07-04
ICB016 07-04
ICB026 07-04
ICB030 07-04
ICB065 04-05
MEL3983 02-06
ICB038 07-04
Item 6. | The Insured by the acceptance of this bond gives notice to the Underwriter terminating or canceling prior bonds or policy(ies) No.(s) 15R43962 such termination or cancellation to be effective as of the time this bond becomes effective. |
IN WITNESS WHEREOF, the Company has caused this bond to be signed by its President and Secretary and countersigned by a duly authorized representative of the Company.
Countersigned: | ST. PAUL FIRE AND MARINE INSURANCE COMPANY | |
Authorized Representative Countersigned At | ||
Countersignature Date |
ICB001 Rev. 7/04 © 2004 The Travelers Indemnity Company. All rights reserved. |
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INVESTMENT COMPANY BLANKET BOND
The Underwriter, in consideration of an agreed premium, and subject to the Declarations made a part hereof, the General Agreements, Conditions and Limitations and other terms of this bond, agrees with the Insured, in accordance with the Insuring Agreements hereof to which an amount of insurance is applicable as set forth in Item 3 of the Declarations and with respect to loss sustained by the Insured at any time but discovered during the Bond Period, to indemnify and hold harmless the Insured for:
INSURING AGREEMENTS
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GENERAL AGREEMENTS
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THE FOREGOING INSURING AGREEMENTS AND GENERAL
AGREEMENTS ARE SUBJECT TO THE FOLLOWING
CONDITIONS AND LIMITATIONS:
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ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
Named Insured Endorsement
It is agreed that:
1. | From and after the time this rider becomes effective the Insured under the attached bond are: |
GLADSTONE CAPITAL CORPORATION
GLADSTONE CAPITAL ADVISERS INC
GLADSTONE BUSINESS LOAN, LLC
GLADSTONE FINANCIAL CORPORATION
2. | The first named Insured shall act for itself and for each and all of the Insured for all the purposes of the attached bond. |
3. | Knowledge possessed or discovery made by any Insured or by any partner or officer thereof shall for all the purposes of the attached bond constitute knowledge or discovery by all the Insured. |
4. | If, prior to the termination of the attached bond in its entirety, the attached bond is terminated as to any Insured, there shall be no liability for any loss sustained by such Insured unless discovered before the time such termination as to such Insured becomes effective. |
5. | The liability of the Underwriter for loss or losses sustained by any or all of the Insured shall not exceed the amount for which the Underwriter would be liable had all such loss or losses been sustained by any one of the Insured. 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. |
6. | If the first named Insured ceases for any reason to be covered under the attached bond, then the Insured next named shall thereafter be considered as the first named Insured for all the purposes of the attached bond. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By | ||
Authorized Representative |
INSURED
ICB010 Ed. 7-04 © 2004 The Travelers Indemnity Company. All rights reserved. |
Page 1 of |
ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. LOCAL TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
COMPUTER SYSTEMS
It is agreed that:
1. | The attached bond is amended by adding an additional Insuring Agreement as follows: |
INSURING AGREEMENT J COMPUTER SYSTEMS
Loss resulting directly from a fraudulent
(1) | entry of data into, or |
(2) | change of data elements or program within, |
a Computer System listed in the SCHEDULE below, provided the fraudulent entry or change causes
(a) | Property to be transferred, paid or delivered, |
(b) | an account of the Insured, or of its customer, to be added, deleted, debited or credited, or |
(c) | an unauthorized account or a fictitious account to be debited or credited, |
and provided further, the fraudulent entry or change is made or caused by an individual acting with the manifest intent to
(i) | cause the Insured to sustain a loss, and |
(ii) | obtain financial benefit for that individual or for other persons intended by that individual to receive financial benefit. |
SCHEDULE
2. | As used in this Rider, Computer System means |
(a) | computers with related peripheral components, including storage components, wherever located, |
(b) | systems and applications software, |
(c) | terminal devices, and |
(d) | related communication networks |
by which data are electronically collected, transmitted, processed, stored and retrieved.
3. | In addition to the exclusions in the attached bond, the following exclusions are applicable to the Computer Systems Insuring Agreement: |
(a) | loss resulting directly or indirectly from the theft of confidential information, material or data; and |
(b) | loss resulting directly or indirectly from entries or changes made by an individual authorized to have access to a Computer System who acts in good faith on instructions, unless such instructions are given |
ICB011 Rev. 2-10 © 2010 The Travelers Indemnity Company. All rights reserved. |
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to that individual by a software contractor (or by a partner, officer or employee thereof) authorized by the Insured to design, develop, prepare, supply, service, write or implement programs for the Insureds Computer System; and |
(c) | loss discovered by the Insured before this Rider is executed or after coverage under this Rider terminates. |
4. | Solely with respect to the Computer Systems Insuring Agreement, the following replaces SECTION 9, NON- REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY, (a) - (e), of the CONDITIONS AND LIMITATIONS: |
(a) | all fraudulent activity of any one person, or in which any one person is implicated, whether or not that person is specifically identified, shall be deemed to be one loss, or |
(b) | a series of losses involving unidentified persons but arising from the same method of operation shall be deemed to be one loss, and |
5. | The following is added to the OPTIONAL COVERAGE ADDED BY RIDER section of Item 3. of the DECLARATIONS: |
Limit of Liability | Deductible Amount | |||||
Insuring Agreement J Computer Systems | $3,000,000 | $ | 100,000 |
6. | The following is added to the CONDITIONS AND LIMITATIONS: |
If any loss is covered under the Computer Systems Insuring Agreement and any other Insuring Agreement or Coverage, the maximum amount payable for such loss shall not exceed the largest amount available under any one such Insuring Agreement or Coverage.
7. | The following is added to SECTION 13. TERMINATION of the CONDITIONS AND LIMITATIONS: |
Coverage under this Rider may also be terminated or canceled without canceling the bond as an entirety
(a) | 60 days after receipt by the Insured of written notice from the Underwriter of its desire to terminate or cancel coverage under this Rider, or |
(b) | immediately upon receipt by the Underwriter of a written request from the Insured to terminate or cancel coverage under this Rider. |
The Underwriter shall refund to the Insured the unearned premium for the coverage under this Rider. The refund shall be computed at short rates if this Rider be terminated or canceled or reduced by notice from, or at the instance of, the Insured.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By | ||
Authorized Representative |
INSURED
ICB011 Rev.2-10 Page 2 of 2 |
© 2010 The Travelers Indemnity Company. All rights reserved. |
ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
UNAUTHORIZED SIGNATURES
It is agreed that:
1. | The attached bond is amended by inserting an additional Insuring Agreement as follows: |
INSURING AGREEMENT M UNAUTHORIZED SIGNATURE
(A) | Loss resulting directly from the Insured having accepted, paid or cashed any check or withdrawal order, draft, made or drawn on a customers account which bears the signature or endorsement of one other than a person whose name and signature is on the application on file with the Insured as a signatory on such account. |
(B) | It shall be a condition precedent to the Insureds right of recovery under this Rider that the Insured shall have on file signatures of all persons who are authorized signatories on such account. |
2. | The total liability of the Underwriter under Insuring Agreement M is limited to the sum of THREE MILLION Dollars ($3,000,000), it being understood, however, that such liability shall be part of and not in addition to the Limit of Liability stated in Item 3 of the Declarations of the attached bond or amendment thereof. |
3. | With respect to coverage afforded under this Rider, the Deductible Amount shall be ONE HUNDRED THOUSAND Dollars ($100,000). |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By | ||
Authorized Representative |
INSURED
ICB012 Ed. 7-04 © 2004 The Travelers Indemnity Company. All rights reserved. |
ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
TELEFACSIMILE TRANSACTIONS
It is agreed that:
1. | The attached Bond is amended by adding an additional Insuring Agreement as follows: |
INSURING AGREEMENT L TELEFACSIMILE TRANSACTIONS
Loss caused by a Telefacsimile Transaction, where the request for such Telefacsimile Transaction is unauthorized or fraudulent and is made with the manifest intent to deceive; provided, that the entity which receives such request generally maintains and follows during the Bond Period all Designated Fax Procedures with respect to Telefacsimile Transactions. The isolated failure of such entity to maintain and follow a particular Designated Fax Procedure in a particular instance will not preclude coverage under this Insuring Agreement, subject to the exclusions herein and in the Bond.
2. | Definitions. The following terms used in this Insuring Agreement shall have the following meanings: |
a. | Telefacsimile System means a system of transmitting and reproducing fixed graphic material (as, for example, printing) by means of signals transmitted over telephone lines. |
b. | Telefacsimile Transaction means any Fax Redemption, Fax Election, Fax Exchange, or Fax Purchase. |
c. | Fax Redemption means any redemption of shares issued by an Investment Company which is requested through a Telefacsimile System. |
d. | Fax Election means any election concerning dividend options available to Fund shareholders which is requested through a Telefacsimile System. |
e. | Fax Exchange means any exchange of shares in a registered account of one Fund into shares in an identically registered account of another Fund in the same complex pursuant to exchange privileges of the two Funds, which exchange is requested through a Telefacsimile System. |
f. | Fax Purchase means any purchase of shares issued by an Investment Company which is requested through a Telefacsimile System. |
g. | Designated Fax Procedures means the following procedures: |
(1) | Retention: All Telefacsimile Transaction requests shall be retained for at least six (6) months. Requests shall be capable of being retrieved and produced in legible form within a reasonable time after retrieval is requested. |
(2) | Identity Test: The identity of the sender in any request for a Telefacsimile Transaction shall be tested before executing that Telefacsimile Transaction, either by requiring the sender to include on the face of the request a unique identification number or to include key specific account information. Requests of Dealers must be on company letterhead and be signed by an authorized representative. Transactions by occasional users are to be verified by telephone confirmation. |
ICB013 Ed. 7-04 © 2004 The Travelers Indemnity Company. All rights reserved. |
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(3) | Contents: A Telefacsimile Transaction shall not be executed unless the request for such Telefacsimile Transaction is dated and purports to have been signed by (a) any shareholder or subscriber to shares issued by a Fund, or (b) any financial or banking institution or stockbroker. |
(4) | Written Confirmation: A written confirmation of each Telefacsimile Transaction shall be sent to the shareholder(s) to whose account such Telefacsimile Transaction relates, at the record address, by the end of the Insureds next regular processing cycle, but no later than five (5) business days following such Telefacsimile Transaction. |
i. | Designated means or refers to a written designation signed by a shareholder of record of a Fund, either in such shareholders initial application for the purchase of Fund shares, with or without a Signature Guarantee, or in another document with a Signature Guarantee. |
j. | Signature Guarantee means a written guarantee of a signature, which guarantee is made by an Eligible Guarantor Institution as defined in Rule 17Ad-15(a)(2) under the Securities Exchange Act of 1934. |
3. | Exclusions. It is further understood and agreed that this Insuring Agreement shall not cover: |
a. | Any loss covered under Insuring Agreement A, Fidelity, of this Bond; and |
b. | Any loss resulting from: |
(1) | Any Fax Redemption, where the proceeds of such redemption were requested to be paid or made payable to other than (a) the shareholder of record, or (b) a person Designated in the initial application or in writing at least one (1) day prior to such redemption to receive redemption proceeds, or (c) a bank account Designated in the initial application or in writing at least one (1) day prior to such redemption to receive redemption proceeds; or |
(2) | Any Fax Redemption of Fund shares which had been improperly credited to a shareholders account, where such shareholder (a) did not cause, directly or indirectly, such shares to be credited to such account, and (b) directly or indirectly received any proceeds or other benefit from such redemption; or |
(3) | Any Fax Redemption from any account, where the proceeds of such redemption were requested to be sent to any address other than the record address or another address for such account which was designated (a) over the telephone or by telefacsimile at least fifteen (15) days prior to such redemption, or (b) in the initial application or in writing at least one (1) day prior to such redemption; or |
(4) | The intentional failure to adhere to one or more Designated Fax Procedures; or |
(5) | The failure to pay for shares attempted to be purchased. |
4. | The Single Loss Limit of Liability under Insuring Agreement L is limited to the sum of THREE MILLION Dollars ($3,000,000) it being understood, however, that such liability shall be part of and not in addition to the Limit of Liability stated in Item 3 of the Declarations of the attached Bond or amendments thereof. |
5. | With respect to coverage afforded under this Rider the applicable Single loss Deductible Amount is ONE HUNDRED THOUSAND Dollars ($100,000). |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By | ||
Authorized Representative |
INSURED
ICB013 Ed. 7-04 © 2004 The Travelers Indemnity Company. All rights reserved. |
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ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
VOICE INITIATED TRANSACTIONS
It is agreed that:
1. | The attached bond is amended by inserting an additional Insuring Agreement as follows: |
INSURING AGREEMENT K - VOICE-INITIATED TRANSACTIONS
Loss caused by a Voice-initiated Transaction, where the request for such Voice-initiated Transaction is unauthorized or fraudulent and is made with the manifest intent to deceive; provided, that the entity which receives such request generally maintains and follows during the Bond Period all Designated Procedures with respect to Voice-initiated Redemptions and the Designated Procedures described in paragraph 2f (1) and (3) of this Rider with respect to all other Voice-initiated Transactions. The isolated failure of such entity to maintain and follow a particular Designated Procedure in a particular instance will not preclude coverage under this Insuring Agreement, subject to the specific exclusions herein and in the Bond.
2. | Definitions. The following terms used in this Insuring Agreement shall have the following meanings: |
a. | Voice-initiated Transaction means any Voice-initiated Redemption, Voice-initiated Election, Voice-initiated Exchange, or Voice-initiated Purchase. |
b. | Voice-initiated Redemption means any redemption of shares issued by an Investment Company which is requested by voice over the telephone. |
c. | Voice-initiated Election means any election concerning dividend options available to Fund shareholders which is requested by voice over the telephone. |
d. | Voice-initiated Exchange means any exchange of shares in a registered account of one Fund into shares in an identically registered account of another Fund in the same complex pursuant to exchange privileges of the two Funds, which exchange is requested by voice over the telephone. |
e. | Voice-initiated Purchase means any purchase of shares issued by an Investment Company which is requested by voice over the telephone. |
f. | Designated Procedures means the following procedures: |
(1) | Recordings: All Voice-initiated Transaction requests shall be recorded, and the recordings shall be retained for at least six (6) months. Information contained on the recordings shall be capable of being retrieved and produced within a reasonable time after retrieval of specific information is requested, at a success rate of no less than 85%. |
(2) | Identity Test: The identity of the caller in any request for a Voice-initiated Redemption shall be tested before executing that Voice-initiated Redemption, either by requesting the caller to state a unique identification number or to furnish key specific account information. |
(3) | Written Confirmation: A written confirmation of each Voice-initiated Transaction and of each change of the record address of a Fund shareholder requested by voice over the telephone shall be mailed to the shareholder(s) to whose account such Voice-initiated Transaction or change of address relates, at the original record address (and, in the case of such change of address, at the changed record address) by the end of the Insureds next regular processing cycle, but no later than five (5) business days following such Voice-initiated Transaction or change of address. |
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g. | Investment Company or Fund means an investment company registered under the Investment Company Act of 1940. |
h. | Officially Designated means or refers to a written designation signed by a shareholder of record of a Fund, either in such shareholders initial application for the purchase of Fund shares, with or without a Signature Guarantee, or in another document with a Signature Guarantee. |
i. | Signature Guarantee means a written guarantee of a signature, which guarantee is made by a financial or banking institution whose deposits are insured by the Federal Deposit Insurance Corporation or by a broker which is a member of any national securities exchange registered under the Securities Exchange Act of 1934. |
3. | Exclusions. It is further understood and agreed that this Insuring Agreement shall not cover: |
a. | Any loss covered under Insuring Agreement A, Fidelity, of this Bond; and |
b. | Any loss resulting from: |
(1) | Any Voice-initiated Redemption, where the proceeds of such redemption were requested to be paid or made payable to other than (a) the shareholder of record, or (b) a person Officially Designated to receive redemption proceeds, or (c) a bank account Officially Designated to receive redemption proceeds; or |
(2) | Any Voice-initiated Redemption of Fund shares which had been improperly credited to a shareholders account, where such shareholder (a) did not cause, directly or indirectly, such shares to be credited to such account, and (b) directly or indirectly received any proceeds or other benefit from such redemption; or |
(3) | Any Voice-initiated Redemption from any account, where the proceeds of such redemption were requested to be sent (a) to any address other than the record address for such account, or (b) to a record address for such account which was either (i) designated over the telephone fewer than thirty (30) days prior to such redemption, or (ii) designated in writing less than on (1) day prior to such redemption; or |
(4) | The intentional failure to adhere to one or more Designated Procedures; or |
(5) | The failure to pay for shares attempted to be purchased; or |
(6) | Any Voice-initiated Transaction requested by voice over the telephone and received by an automated system which receives and converts such request to executable instructions. |
4. | The total liability of the Underwriter under Insuring Agreement K is limited to the sum of THREE MILLION Dollars ($3,000,000), it being understood, however, that such liability shall be part of and not in addition to the Limit of Liability stated in Item 3 of the Declarations of the attached bond or amendment thereof. |
5. | With respect to coverage afforded under this Rider the applicable Deductible Amount is ONE HUNDRED THOUSAND Dollars ($100,000). |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By | ||
Authorized Representative |
INSURED
ICB014 Ed. 7-04 © 2004 The Travelers Indemnity Company. All rights reserved. |
Page 2 of 2 |
ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
DEFINITION OF INVESTMENT COMPANY
It is agreed that:
1. | Section 1, Definitions, under General Agreements is amended to include the following paragraph: |
(f) | Investment Company means an investment company registered under the Investment Company Act of 1940 and as listed under the names of Insureds on the Declarations. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative |
INSURED
ICB016 Ed. 7-04
© 2004 The Travelers Indemnity Company. All rights reserved.
ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
ADD EXCLUSIONS (N) & (O)
It is agreed that:
1. | Section 2, Exclusions, under General Agreements, is amended to include the following sub-sections: |
(n) | loss from the use of credit, debit, charge, access, convenience, identification, cash management or other cards, whether such cards were issued or purport to have been issued by the Insured or by anyone else, unless such loss is otherwise covered under Insuring Agreement A. |
(o) | the underwriter shall not be liable under the attached bond for 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. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative |
INSURED
ICB026 Ed. 7-04
© 2004 The Travelers Indemnity Company. All rights reserved.
ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
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 of 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. |
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative |
INSURED
ICB030 Ed. 7-04
© 2004 The Travelers Indemnity Company. All rights reserved.
ENDORSEMENT OR RIDER NO.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. STANDARD TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
VIRGINIA STATUTORY RIDER
It is agreed that:
1. | Any reference to arbitration in the bond is removed. |
2. | The Representation paragraph found in the application is deleted and replaced by the following |
REPRESENTATION
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 any incorrect statement of a material fact, in the application or otherwise, may be grounds for the rescission of this bond.
Premium to be returned in the event of termination of this bond shall be determined as follows:
First, any unearned premium for the unexpired term of the bond period shall be the original premium minus the greater of the earned premium computed on the basis of either:
(i) | the percentage developed by dividing paid losses during the bond period by the annual aggregate limit of liability, or |
(ii) | the percentage developed by dividing the elapsed time of the bond period by the bond period. |
Second, the dollar amount of the unearned premium so determined shall be returned accordingly:
(i) | if the bond is canceled at the Underwriters request, or it coverage is being canceled and rewritten, the entire amount shall be returned, or |
(ii) | if the bond is canceled at the Insureds request 90% of the amount shall be returned. |
3. | The second sentence of Section 18. CHANGE OR MODIFICATION, is hereby deleted in its entirety and replaced with: |
No changes in or modification thereof shall be effective unless made by written endorsement.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative |
INSURED
ICB065 Ed. 4-05
© 2005 The Travelers Indemnity Company. All rights reserved.
The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING PART OF BOND OR POLICY NO. | DATE ENDORSEMENT OR RIDER EXECUTED | * EFFECTIVE DATE OF ENDORSEMENT OR RIDER 12:01 A.M. LOCAL TIME AS SPECIFIED IN THE BOND OR POLICY | ||||
ZBN-15R43962-14-N2 | 12/03/14 | 11/25/14 |
* | ISSUED TO |
GLADSTONE CAPITAL CORPORATION
NON-ACCUMULATION ENDORSEMENT
For use with forms: ICB005 Ed. 7/04, FIIC100 Ed. 02/06 and SAA Form 25
MEL3983 Ed. 2/06
It is agreed that:
The liability of the Underwriter under this bond shall not be cumulative with amounts which may be recoverable
under any one or more bonds written by TRAVELERS; 15R43950, 15R43949 & 15R43962 .
The liability of the Underwriter for any loss payable under this bond and any other bond shall not exceed in the aggregate the largest applicable single limit of liability under any such bond.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, provisions, agreements or limitations of the above mentioned Bond or Policy, other than as above stated.
By |
| |
Authorized Representative |
INSURED
© 2006 The Travelers Indemnity Company. All rights reserved. | Page 1 of 1 |
ACTION BY WRITTEN CONSENT
OF THE
BOARD OF DIRECTORS
OF
GLADSTONE CAPITAL CORPORATION
The undersigned, being all of the members of the Board of Directors of Gladstone Capital Corporation, a Maryland Corporation (the Company), pursuant to Section 2-408(c) of the Maryland General Corporation Law, hereby adopt the following resolutions by written consent dated effective as of the 25th day of November, 2014:
WHEREAS, the Board has reviewed the renewal of the Companys Investment Company Blanket Bond No. ZBN-15R43962-14-N2, the terms of which are attached hereto as Exhibit A, issued by The St. Paul Fire and Marine Insurance Company (the Fidelity Bond);
NOW, THEREFORE, BE IT RESOLVED, that the members of the Board, including Paul W. Adelgren, Anthony Parker, Michela A. English, John H. Outland, Walter Wilkinson and Caren Merrick, each of whom is not an interested person under the 1940 Act, hereby acknowledge and agree that the Fidelity Bond is reasonable in form and amount; and it be
RESOLVED FURTHER, that the appropriate officers of the Company be, and they hereby are, authorized to enter into the Fidelity Bond for the Company; and it be
RESOLVED, FURTHER, that any and all previous actions taken by the Companys officers, principals or agents in connection with the Fidelity Bond be, and hereby are, approved and ratified as duly authorized actions of the Company; and it be
RESOLVED FURTHER, that the appropriate officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to file the Fidelity Bond with the Securities and Exchange Commission.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed this Action by Written Consent of the Board of Directors of Gladstone Capital Corporation as of the day and year first written above.
/s/ David Gladstone |
David Gladstone |
/s/ Terry Lee Brubaker |
Terry Lee Brubaker |
/s/ Anthony Parker |
Anthony Parker |
/s/ David Dullum |
David Dullum |
/s/ Michela English |
Michela English |
/s/ John Outland |
John Outland |
/s/ Paul Adelgren |
Paul Adelgren |
/s/ Walter Wilkinson |
Walter Wilkinson |
/s/ Caren Merrick |
Caren Merrick |
EXHIBIT A
TERMS OF FIDELITY BOND
SelectOne SM Bond |
TRAVELERS
SUITE 2200
200 NORTH LASALLE STREET
CHICAGO, IL 60601
11/17/2014
AON RISK SERVS CENTRAL
Ryan OHare
200 E RANDOLPH ST 8TH FL
CHICAGO, IL 60601
Binder
Bond Policy Number: ZBN-15R43962-14-N2 Prior Bond Number: ZBN-15R43962-13-N2
We are pleased to offer the following Binder for Investment Company Blanket Bond coverages.
Insured: | Gladstone Capital Corporation | |||
McLean, VA 22102 | ||||
Company: |
St. Paul Fire & Marine Insurance Company | |||
Term: |
11/25/2014 to 11/25/2015 | |||
Commission: |
15.0% | |||
Bond Premium Payable [Pre-Paid]: |
$7,998 | |||
Bill Type: |
Agency Bill | |||
Payment Type: |
Lump Sum / Full Pay | 1 installments |
Insuring Agreements | --- Single Loss --- Limit of Liability |
---- Single Loss ---- Deductible Amount |
||||||
All insuring agreements are shown. A checked checkbox indicates an agreement that was selected by the insured. | ||||||||
þ (A) Fidelity |
$3,000,000 | $100,000 | ||||||
¨ Data Processing Organizations |
||||||||
¨ Partners |
||||||||
þ (B) Audit Expense |
$100,000 | $0 | ||||||
þ (C) Premises |
Same As Insuring Agreement A | Same As Insuring Agreement A | ||||||
þ (D) Transit |
Same As Insuring Agreement A | Same As Insuring Agreement A | ||||||
þ (E) Forgery or Alteration |
$3,000,000 | $100,000 |
1
SelectOne SM Bond |
Insuring Agreements | --- Single Loss --- Limit of Liability |
---- Single Loss ---- Deductible Amount |
||||||
All insuring agreements are shown. A checked checkbox indicates an agreement that was selected by the insured. | ||||||||
þ (F) Securities |
$3,000,000 | $100,000 | ||||||
þ (G) Counterfeit Currency |
Same As Insuring Agreement A | Same As Insuring Agreement A | ||||||
þ (H) Stop Payment |
$100,000 | $5,000 | ||||||
þ (I) Uncollectible Items of Deposit |
$100,000 | $5,000 | ||||||
þ Computer Systems |
$3,000,000 | Same As Insuring Agreement A | ||||||
þ Voice Initiated Transactions |
$3,000,000 | $100,000 | ||||||
þ Telefacsimile |
$3,000,000 | $100,000 | ||||||
þ Unauthorized Signature |
$3,000,000 | $100,000 | ||||||
¨ Registered Representatives |
||||||||
¨ Extortion Threats to Persons and Property |
Endorsements | ||
Form # |
Form Title | |
ICB001 | Investment Company Blanket Bond Declarations Page | |
ICB005 | Investment Company Blanket Bond Form | |
ICB010 | Named Insured Endorsement | |
ICB011 | Computer Systems | |
ICB012 | Unauthorized Signature | |
ICB013 | Telefacsimile Coverage | |
ICB014 | Voice Initiated Transactions | |
ICB016 | Definition of Investment Company | |
ICB026 | Add Exclusions N&O (Mandatory) | |
ICB030 | ERISA Rider | |
ICB065 | Virginia Statutory Rider | |
MEL3983 | Non-Accumulation Endorsement (with Form 14 and GAIN s ICBB) |
2
SelectOne SM Bond |
Proposal Subjectivities - For Investment Company Blanket Bond
þ | This binder is valid until 12:01 a.m. on 12/25/2014. |
This binder shows the premiums for the general coverages described, but in no way changes or affects any terms, conditions or exclusions of policies as actually issued.
Thank you for considering the Travelers for your clients specialty insurance coverages. Please call if you have any questions regarding the terms and conditions offered here.
Anupama Nagaraju | Telephone: | 312/458-6687 | ||
Acct Exec Officer Bond/FPS |
Facsimile: | 312/458-6674 | ||
E-mail Address: | AMUNIYAP@travelers.com |
3
IMPORTANT NOTICE REGARDING COMPENSATION DISCLOSURE
For information about how Travelers compensates independent agents, brokers, or other insurance producers, please visit this website:
http://www.travelers.com/w3c/legal/Producer_Compensation_Disclosure.html
If you prefer, you can call the following toll-free number: 1-866-904-8348. Or you can write to us at Travelers, Enterprise Development, One Tower Square, Hartford, CT 06183
D0148 Ed. 05-08 | Page 1 of 1 |