March 19, 2012
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Solar Senior Capital Ltd. File No. 814-00849 |
Rule 17g-1(g) Fidelity Bond Filing
Dear Sir or Madam:
Enclosed for filing, on behalf of Solar Senior Capital Ltd. (the Corporation), pursuant to Rule 17g-1(g) of the Investment Company Act of 1940, please find the following:
(i) copy of the fidelity bond covering the Corporation, which includes a statement as to the period for which premiums have been paid; and
(ii) a Certificate of the Secretary of the Corporation containing the resolutions of the Board of Directors approving the amount, type, form and coverage of the Fidelity Bond and a statement as to the period for which premiums have been paid.
Very truly yours, |
SOLAR SENIOR CAPITAL LTD. |
/s/ Nicholas Radesca |
Nicholas Radesca |
Chief Financial Officer and Secretary |
Enclosures
CERTIFICATE OF THE SECRETARY
The undersigned, Nicholas Radesca, Chief Financial Officer and Secretary of Solar Senior Capital Ltd., a Maryland corporation (the Corporation), does hereby certify that:
1. This certificate is being delivered to the Securities and Exchange Commission (the SEC) in connection with the filing of the Corporations fidelity bond (the Bond) pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended, and the SEC is entitled to rely on this certificate for purposes of the filing.
2. The undersigned is the duly elected, qualified and acting Chief Financial Officer and Secretary of the Corporation, and has custody of the corporate records of the Corporation and is a proper officer to make this certification.
3. Attached hereto as Exhibit A is a copy of the resolutions approved by the Board of Directors of the Corporation, including a majority of the Board of the Directors who are not interested persons of the Corporation, approving the amount, type, form and coverage of the Bond.
4. Premiums have been paid for the period February 22, 2012 to February 22, 2013.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 19th day of March, 2012.
/s/ Nicholas Radesca |
Nicholas Radesca |
Chief Financial Officer and Secretary |
EXHIBIT A
Approval of Fidelity Bond
WHEREAS, Section 17(g) of the Investment Company Act of 1940, as amended (the 1940 Act), and Rule 17g-1(a) thereunder, requires each business development company (BDC), such as Solar Capital Ltd. (the Company), to provide and maintain a bond which shall be issued by a reputable fidelity insurance company, authorized to do business in the place where the bond is issued, to protect the Company against larceny and embezzlement, covering each officer and employee of the BDC who may singly, or jointly with others, have access to the securities or funds of the BDC, either directly or through authority to draw upon such funds of, or to direct generally, the disposition of such securities, unless the officer or employee has such access solely through his position as an officer or employee of a bank (each, a covered person); and
WHEREAS, Rule 17g-1 specifies that the bond may be in the form of (i) an individual bond for each covered person, or a schedule or blanket bond covering such persons, (ii) a blanket bond which names the Company as the only insured, or (iii) a bond which names the Company and one or more other parties as insureds, as permitted by Rule 17g-1; and
WHEREAS, Rule 17g-1 requires that a majority of directors who are not interested persons of the BDC, as such term is defined under the 1940 Act (the Non-Interested Directors), approve periodically (but not less than once every 12 months) the reasonableness of the form and amount of the bond, with due consideration to the value of the aggregate assets of the Company to which any covered person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of securities and other investments to be held by the Company, and pursuant to factors contained in the Rule which are described in the accompanying memorandum attached hereto; and
WHEREAS, under Rule 17g-1, the Company is required to make certain filings with the U.S. Securities and Exchange Commission and give certain notices to each member of the Board of Directors in connection with the bond, and designate an officer who shall make such filings and give such notices;
WHEREAS, the Board of Directors, including all of the Non-Interested Directors, have received and reviewed a copy of the current fidelity bond issued by National Union Fire Insurance Company of Pittsburgh Pennsylvania, a reputable fidelity insurance company, in the amount equal to $3,000,000 (the Current Fidelity Bond), which is attached hereto as an exhibit; and
WHEREAS, the Board of Directors, including all of the Non-Interested Directors, have considered the expected aggregate value of the securities and funds of the Company to which the Companys officers and employees may have access (either directly or through authority to draw upon such funds or to direct generally the disposition of such securities), the type and terms of the arrangements made for the custody of such securities and funds, the nature of securities and other investments to be held by the Company, the accounting procedures and controls of the Company, the nature and method of conducting the operations of the Company, the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, and all other factors deemed relevant by the Board of Directors, including such Non-Interested Directors; and
NOW THEREFORE BE IT RESOLVED, by the Board of Directors, including all of the Non-Interested Directors, that the terms of the Current Fidelity Bond, including the amount of coverage, form and premium for such bond be, and hereby are, approved; and
FURTHER RESOLVED, by the Board of Directors, including all of the Non-Interested Directors, that Authorized Officers be, and hereby are, authorized by and on behalf of the Company to negotiate, execute and deliver such documents or agreements as may be necessary to cause a new fidelity bond (the New Fidelity Bond) to be issued by National Union Fire Insurance Company of Pittsburgh Pennsylvania upon expiration of the Companys Current Fidelity Bond; provided, that (i) such New Fidelity Bond is issued on substantially the same terms and conditions as the Current Fidelity Bond, including with respect to the amount of coverage and form for such bond, and (ii) the premium for the New Fidelity Bond is no greater than 110% of the premium paid for the Current Fidelity Bond; and
FURTHER RESOLVED, by the Board of Directors, including all of the Non-Interested Directors, that the terms of the New Fidelity Bond, including the amount of coverage, form and premium for such bond, be, and hereby are approved; provided, that such New Fidelity Bond is issued in conformity with the foregoing resolution; and
FURTHER RESOLVED, by the Board of Directors, including all of the Non-Interested Directors, that each of the officers of the Company be, and hereby is, authorized to file a copy of the New Fidelity Bond with the U.S. Securities and Exchange Commission; and
FURTHER RESOLVED, that each of the Authorized Officers of the Company is hereby authorized in the name and on behalf of the Company, to make or cause to be made, and to execute and deliver, all such additional agreements, documents, instruments and certifications and to take all such steps, and to make all such payments, fees and remittances, as any one or more of such officers may at any time or times deem necessary or desirable in order to effectuate the purpose and intent of the foregoing resolutions; and
FURTHER RESOLVED, that for the purposes of the foregoing resolutions, the Authorized Officers of the Company shall be the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of the Company (the Authorized Officers).
FINANCIAL INSTITUTION BOND
Standard Form No. 14, Revised to October, 1987
Bond No. 64-MGU-12-A25971
U.S. Specialty Insurance Company
(Herein called Company)
DECLARATIONS
Item 1. | Name of Insured (herein called Insured) Solar Senior Capital Ltd. | |
Principal Address 500 Park Avenue New York, NY 10022
| ||
Item 2. | Bond Period from 12:01 a.m. on 2/22/2012 to 12:01 a.m. on 2/22/2013 (MONTH DAY YEAR) (MONTH DAY YEAR)
| |
Item 3. | The Aggregate Limit of Liability of the Company during the Bond Period shall be $3,000,000
| |
Item 4. | Subject to Sections 4 and 11 hereof, the Single Loss Limit of Liability is $3,000,000 and the Single Loss Deductible is $50,000 | |
Provided, however, that if any amounts are inserted below opposite specified Insuring Agreements of Coverage, those amounts shall be controlling. Any amount set forth below shall be part of and not in addition to amounts set forth above (if an Insuring Agreement or Coverage is to be deleted, insert Not Covered.) |
Amount applicable to |
Single Loss Limit of Liability |
Single Loss Deductible |
||||||
Basic Coverage (A, B, C) |
$ | 3,000,000 | $ | 50,000 | ||||
(D) - Forgery or Alteration |
$ | 3,000,000 | $ | 50,000 | ||||
(E) - Securities |
$ | 3,000,000 | $ | 50,000 | ||||
(F) - Counterfeit Currency |
$ | 3,000,000 | $ | 50,000 | ||||
Computer Systems Fraud |
$ | 3,000,000 | $ | 50,000 | ||||
Voice Initiated Transfer Fraud |
$ | 3,000,000 | $ | 50,000 | ||||
Telefacsimile Transfer Fraud |
$ | 3,000,000 | $ | 50,000 | ||||
Claims Expense |
$ | 25,000 | $ | 2,500 | ||||
Audit Expense |
$ | 25,000 | $ | 2,500 |
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
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
TSB 5062b | Printed in U S A Copyright, The Surety Association of America, 1997 |
Page 1 of 2 |
FINANCIAL INSTITUTION BOND
Standard Form No. 14, Revised to October, 1987
Bond No. 64-MGU-12-A25971
U.S. Specialty Insurance Company
(Herein called Company)
Item 5. | The liability of the Underwriter is subject to the terms of the following riders attached hereto: FB0127 SR 6180c FB0041 FB0014 FB0015 FB0028 FB0106 FB0032 SR 5967e FB0107 FB0087 FB0081 FB0088 | |
Item 6. | The Insured by the acceptance of this bond gives notice to the Company terminating or canceling prior bond(s) or policy(ies) No (s) U711-47245 such termination or cancelation to be effective as of the time this bond becomes effective 2/22/2012 |
By: |
||
Authorized Representative |
TSB 5062b | Printed in U S A
Copyright, The Surety Association of America, 1997 |
Page 2 of 2 |
U.S. SPECIALTY INSURANCE COMPANY
Financial Institution Bond
Standard Form No. 14
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING
REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
HCC Global 8 Forest Park Drive, Farmington, Connecticut 06032 main 860 674 1900 facsimile 860 676 1737 |
Copyright, The Surety Association of America, 1997
The Underwriter in consideration of an agreed premium and in reliance upon all statements made and information furnished to the Underwriter by the Insured in applying for this bond and subject to the Declarations Insuring Agreements General Agreements Conditions and Limitations and other terms hereof agrees to indemnify the Insured for
INSURING AGREEMENTS
GENERAL AGREEMENTS
Copyright, The Surety Association of America, 1997
CONDITIONS AND LIMITATIONS
Copyright, The Surety Association of America, 1997
Copyright, The Surety Association of America, 1997
Copyright, The Surety Association of America, 1997
In witness whereof, the Underwriter has caused this bond to be executed on the Declarations page
Copyright, The Surety Association of America, 1997
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 1 |
COVERAGE TERRITORY RIDER/ENDORSEMENT
Payment of loss under this bond/policy shall only be made in full compliance with all United States of America economic or trade sanction laws or regulations, including, but not limited to, sanctions, laws and regulations administered and enforced by the U.S. Treasury Departments Office of Foreign Assets Control (OFAC).
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0127 - For use with
Forms 14, 15, 24, 25 and Computer Crime
FB0127 | ||||
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 2 |
RIDER/ENDORSEMENT
To be attached to and form part of Financial Institution Bond or Computer Crime Policy for Financial Institutions, No. 64-MGU-12-A25971 in favor of Solar Senior Capital Ltd.
It is agreed that:
1. | Part (a) of the section entitled Termination or Cancelation of this bond/policy is deleted and cancelation of this bond/policy by the Underwriter/Company is subject to the following provisions |
a. | If this bond/policy has been in effect for 60 days or less, the underwriter/company may cancel this bond/policy by mailing or delivering to the first named Insured written notice of cancelation at least: |
(1) | 20 days before the effective date of cancelation if the underwriter/company cancels for any reason not included in paragraph (2) below |
(2) | 15 days before the effective date of cancelation if the underwriter/company cancels for any of the following reasons |
(i) | Nonpayment of premium provided, however, that a notice of cancelation for this reason shall inform the Insured of the amount due, |
(ii) | Conviction of a crime arising out of acts increasing the hazard insured against, |
(iii) | Discovery of fraud or material misrepresentation in the obtaining of the bond/policy or in the presentation of a claim, |
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
NEW YORK STATUTORY RIDER/ENDORSEMENT
FOR USE WITH FINANCIAL INSTITUTION BONDS, STANDARD FORMS
NOS 14, 15, 24 AND 25, AND EXCESS BANK EMPLOYEE DISHONESTY
BOND, STANDARD FORM NO 28, AND COMPUTER CRIME POLICY FOR
FINANCIAL INSTITUTIONS TO COMPLY WITH STATUTORY
REQUIREMENTS
REVISED TO DECEMBER, 2004
SR 6180c | ||||
Page 1 of 3 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 2 |
(iv) | After issuance of the bond/policy or after the last renewal date, discovery of an act or omission, or a violation of a bond/policy condition, that substantially and materially increases the hazard insured against, and that occurred subsequent to inception of the current bond/policy period, |
(v) | Material physical change in the property insured, occurring after issuance or last annual renewal anniversary date of the bond/policy, that results in the property becoming uninsurable in accordance with our objective, uniformly applied underwriting standards in effect at the time the bond/policy was issued or last renewed, or material change in the nature or extent of the risk, occurring after issuance or last annual renewal anniversary date of the bond/policy, that causes the risk of loss to be substantially and materially increased beyond that contemplated at the time the bond/policy was issued or last renewed, |
(vi) | Required pursuant to a determination by the Superintendent that continuation of our present premium volume would jeopardize our solvency or be hazardous to the interest of our policyholders, our creditors or the public, |
(vii) | A determination by the Superintendent that the continuation of the bond/policy would violate, or would place us in violation of, any provision of the Insurance Code, or |
(viii) | Where the underwriter/company has reason to believe, in good faith and with sufficient cause, that there is a probable risk of danger that an insured will destroy, or permit to be destroyed, the insured property for the purpose of collecting the insurance proceeds. If the underwriter/company cancels for this reason, the first named Insured may make a written request to the Insurance Department, within 10 days of receipt of this notice, to review the cancelation decision. Also, the underwriter/company will simultaneously send a copy of the cancelation notice to the Insurance Department |
b. | If this bond/policy has been in effect for more than 60 days, or if this bond/policy is a renewal or continuation of a bond/policy the underwriter/company issued, the underwriter/company may cancel only for any of the reasons listed in paragraph 2 above, provided the underwriter/company mails the first named Insured written notice at least 15 days before the effective date of cancelation. If cancelation is for nonpayment of premium, the notice of cancelation shall inform the Insured of the amount due |
c. | The underwriter/company will mail or deliver notice, including the reason for cancelation, to the first named Insured at the address shown in the bond/policy and to the authorized agent or broker |
d. | If this bond/policy is canceled, the underwriter/company will send the first named Insured any premium refund due. If the underwriter/company cancels, the refund will be pro rata. If the first named Insured cancels, the refund may be less than pro rata. However, when the premium is advanced under a premium finance agreement, the cancelation refund will be pro rata. Under such financed policies, the underwriter/company will be entitled to retain a minimum earned premium of 10% of the total premium or $60, whichever is greater. The cancelation will be effective even if the underwriter/company has not made or offered a refund |
SR 6180c | ||||
Page 2 of 3 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 2 |
e. | If one of the reasons for cancelation in paragraph a (2) exists, the underwriter/company may cancel this entire bond/policy, even if the reason for cancelation pertains only to a new coverage or endorsement initially effective subsequent to the original issuance of this bond/policy |
2. | Renewal or nonrenewal of this bond/policy by the Underwriter/Company is subject to the following provisions |
a. | If the underwriter/company decides not to renew this bond/policy, it will send notice as provided in paragraph c below- |
b. | If the underwriter/company conditionally renews this bond/policy subject to a change of limits, change in type of coverage, reduction of coverage, increased deductible, addition of exclusion, or increased premiums in excess of 10% (exclusive of any premium increase due to insured value added, increased exposure units, or as a result of experience rating, loss rating, retrospective rating or audit) the underwriter/company will send notice as provided in paragraph c below |
c. | If the underwriter/company decides not to renew this bond/policy, or to conditionally renew this bond/policy as provided in paragraph 2 b above, the underwriter/company will mail or deliver written notice to the first named Insured shown in the Declarations at least 60 days, but not more than 120 days, before the expiration date of the bond/policy or, the anniversary date if this is a continuous bond/policy. |
d. | Notice will be mailed or delivered to the first named Insured at the address shown in the bond/policy and to the authorized agent or broker. If notice is mailed, proof of mailing will be sufficient proof of notice |
e. | Notice will include the specific reason(s) for nonrenewal or conditional renewal, including the amount of any premium increase for conditional renewal and a description of any other changes |
f. | If the underwriter/company violates the provisions of paragraph c above by sending the first named Insured an incomplete or late conditional renewal notice or a late nonrenewal notice |
(1) | prior to the expiration date of the bond/policy, coverage will remain in effect at the same terms and conditions of this bond/policy at the lower of the current rates or the prior periods rates until 60 days after such notice is mailed or delivered, unless the first named Insured, during this 60 day period, has replaced the coverage or elects to cancel, provided, however, that if the insured elects to renew on the basis of a conditional renewal notice and the notice was provided at least thirty (30) days prior to the expiration date of this Policy, then the terms, conditions and rates set forth in the conditional renewal notice shall apply as of the renewal date, or |
(2) | on or after the expiration date of this bond/policy, coverage will remain in effect at the same terms and conditions of this bond/policy for another required bond/policy period, at the lower of the current rates or the prior periods rates, unless the first named Insured, during this additional required bond/policy period, has replaced the coverage or elects to cancel |
g. | The underwriter/company need not send notice of nonrenewal or conditional renewal if the first named Insured, its authorized agent or broker or another insurer of the first named Insured mails or delivers notice that the bond/policy has been replaced or is no longer desired |
SR 6180c | ||||
Page 3 of 3 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 3 |
COMPUTER SYSTEMS FRAUD
In consideration of the premium charged, it is hereby understood and agreed the bond is hereby amended as follows:
I.
The bond is hereby amended by adding an additional Insuring Agreement to the bond as follows:
COMPUTER SYSTEMS FRAUD
Loss resulting directly from a fraudulent
(1) entry of Electronic Data or Computer Program into, or
(2) change of Electronic Data or Computer Program within
any Computer System operated by the Insured, whether owned or leased; or any Computer System identified in the application for this bond; or a Computer System first used by the Insured during the Bond Period, as provided by General Agreement B of this bond; provided that the entry or change causes
(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.
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0041 | ||||
Page 1 of 3 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 3 |
II.
In this Insuring Agreement, fraudulent entry or change shall include such entry or change made by an Employee of the Insured acting in good faith
(i) | on an instruction from a software contractor who has a written agreement with the Insured to design, implement or service programs for a Computer System covered by this Insuring Agreement, or |
(ii) | on an instruction transmitted by Tested telex or similar means of Tested communication (except a Telefacsimile Device) identified in the application for this bond purportedly sent by a customer, financial institution or automated clearing house. |
The following Definitions, applicable to the Computer Systems Fraud Insuring Agreement, are added:
DEFINITIONS
(A) | Computer Program means a set of related electronic instructions which direct the operations and functions of a computer or devices connected to it which enable the computer or devices to receive, process, store or send Electronic Data; |
(B) | Computer System means |
(1) | computers with related peripheral components, including storage components wherever located, |
(2) | systems and applications software, |
(3) | terminal devices, and |
(4) | related communication networks, including the Internet, by which Electronic Data are electronically collected, transmitted, processed, stored and retrieved; |
(C) | Electronic Data means facts or information converted to a form usable in a Computer System by Computer Programs, and which is stored on magnetic tapes or disks, or optical storage disks or other bulk media; |
(D) | Telefacsimile Device means a machine capable of sending or receiving a duplicate image of a document by means of electronic impulses transmitted through a telephone line and which reproduces the duplicate image on paper; |
(E) | Tested means a method of authenticating the contents of a communication by placing a valid test key on it which has been agreed upon between the Insured and a customer, automated clearing house, or another financial institution for the purpose of protecting the integrity of the communication in the ordinary course of business. |
(F) | Internet means the worldwide public network of computers, which are commonly referred to as the internet. |
FB0041 | ||||
Page 2 of 3 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 3 |
IV.
For the purpose of the coverage afforded by this Insuring Agreement, the following Exclusions shall be added to the bond:
(A) | loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by the Computer Systems Fraud Insuring Agreement and would be imposed on the Insured regardless of the existence of the contract; |
(B) | loss resulting directly or indirectly from negotiable instruments, securities, documents or other written instruments which bear a forged signature, or are counterfeit, altered or otherwise fraudulent and which are used as source documentation in the preparation of Electronic Data or manually keyed into a data terminal; |
(C) | loss resulting directly or indirectly from |
(1) | mechanical failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual deterioration, electrical disturbance or electrical surge which affects a Computer System, or |
(2) | failure or breakdown of electronic data processing media, or |
(3) | error or omission in programming or processing; |
(D) | loss resulting directly or indirectly from the input of Electronic Data into a Computer System terminal device either on the premises of a customer of the Insured or under the control of such a customer by a person who had authorized access to the customers authentication mechanism; |
(E) | loss resulting directly or indirectly from the theft of confidential information. |
V.
Solely with respect to the coverage afforded by this Insuring Agreement, all loss or series of losses involving the fraudulent acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically identified, shall be treated as a Single Loss and subject to the Single Loss Limit of Liability. A series of losses involving unidentified individuals but arising from the same method of operation shall be deemed to involve the same individual and in that event shall be treated as a Single Loss and subject to the Single Loss Limit of Liability.
VI.
Solely with respect to the coverage afforded by this rider, Exclusions, Section 2.(y) is deleted in its entirety.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED.
FB0041 For use with
Forms 14, 15, 24, 25
FB0041 | ||||
Page 3 of 3 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 4 |
AMEND RICO EXCLUSION
In consideration of the premium charged, it is understood and agreed the bond is hereby amended as follows:
1. | EXCLUSIONS, Section 2.(j), is deleted in its entirety and replaced with the following: |
(j) damages resulting from any civil, criminal or other legal proceeding in which the Insured is adjudicated to have engaged in Racketeering Activity except when the Insured establishes that the act or acts giving rise to such damages were committed by an Employee under circumstances which result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this exclusion, racketeering activity is defined in 18 United States Code 1961 et seq., as amended.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0014 - For use with
Forms 14, 15, 24, 25
FB0014 | ||||
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 5 |
AMEND FIDELITY
In consideration of the premium charged, it is understood and agreed the bond is hereby amended as follows:
1. | Insuring Agreement (A) FIDELITY is deleted in its entirety and replaced with the following: |
(A) | Loss resulting directly from dishonest or fraudulent acts committed by an Employee acting alone or in collusion with others. |
Such dishonest or fraudulent acts must be committed by the Employee with the intent:
(a) to cause the Insured to sustain such loss; or
(b) to obtain financial benefit for the Employee or another person or entity.
Notwithstanding the foregoing, however, it is agreed that with regard to Loans and/or Trading, this bond covers only loss resulting directly from dishonest or fraudulent acts committed by an Employee with the intent to cause the Insured to sustain such loss and which results in a financial benefit for the Employee; or results in an improper financial benefit for another person or entity with whom the Employee committing the dishonest or fraudulent act was in collusion, provided the Insured establishes that the Employee intended to participate in the financial benefit.
As used throughout this Insuring Agreement, financial benefit does not include any salaries, commissions, fees, bonuses, promotions, awards, profit sharing, pensions or other employee benefits earned in the normal course of employment.
The term Loans, as used in this Insuring Agreement, shall be deemed to mean all extensions of credit by the Insured and all transactions creating a creditor relationship in favor of the Insured and all transactions by which the Insured assumes an existing creditor relationship.
The term Trading, as used in this Insuring Agreement, shall be deemed to mean trading or other dealings in securities, commodities, futures, options, swaps, foreign or federal funds, currencies, foreign exchange and the like.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0015 For use with
Forms 14, 25
FB0015 | ||||
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 6 |
AMEND REPRESENTATION OF INSURED
In consideration of the premium charged, it is understood and agreed the bond is hereby amended as follows:
1. | General Agreement D, REPRESENTATION OF INSURED, is deleted in its entirety and replaced by the following: |
REPRESENTATION OF INSURED
D. The Insured represents that the information furnished in the application for this bond is complete, true and correct. Such application constitutes part of this bond.
Any intentional misrepresentation, omission, concealment or incorrect statement of a material fact, in the application or otherwise, shall be grounds for the rescission of this bond.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0028 - For use with
Forms 14,15, 24, 25
FB0028 | ||||
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 7 |
AMEND TERMINATION OR CANCELATION
In consideration of the premium charged, it is understood and agreed that the bond is hereby amended as follows:
1. | Subsection (a) in the first paragraph of TERMINATION OR CANCELATION, Section 12, is amended by deleting the words 60 days and replacing them with the words 90 days. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0106 - For use with
Forms 14, 15, 24, 25
FB0106 |
||||
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 8 |
ADD AUDIT EXPENSE
In consideration of the premium charged, it is understood and agreed the bond is hereby amended as follows:
1. The following paragraph is added to Insuring Agreement (A) FIDELITY:
Audit Expense Coverage $25,000 in the aggregate, which is part of, and not in addition to, the Aggregate Limit of Liability shown on the Declaration Page of this Bond.
Expense incurred by the Insured for that part of the cost of audits or examinations required by State or Federal supervisory authorities to be conducted either by such authorities or by independent accountants by reason of the discovery of loss sustained by the Insured through dishonest or fraudulent acts of any of the Employees, provided such loss exceeds the Single Loss Deductible for Insuring Agreement (A) stated in Item 4. of the Declarations. The total liability of the Underwriter for such expense by reason of all such acts of any Employee or in which such Employee is concerned or implicated or with respect to all such audits or examinations is limited to the amount stated opposite Audit Expense Coverage; it being understood, however, that such expense shall be deemed to be loss sustained by the Insured through dishonest or fraudulent acts of one or more of the Employees and the liability of the Underwriter under this paragraph of Insuring Agreement (A) shall be part of, and not in addition to, the Single Loss Limit of Liability stated in Item 4. of the Declarations.
2. Item (u) of EXCLUSIONS, Section 2. is deleted in its entirety and replaced with the following:
(u) all fees, costs and expenses incurred by the Insured:
(1) | in establishing the existence of or amount of loss covered under this bond, except to the extent covered under the portion of Insuring Agreement (A) entitled Audit Expense; or |
(2) | as a party to any legal proceeding whether or not such legal proceeding exposes the Insured to loss covered by this bond. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0032 - For use with
Forms 14, 15, 24, 25
FB0032 | ||||
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 9 |
To be attached to and form part of Financial Institution Bond, Standard Form No 14, No. 64-MGU-12-A25971 in favor of Solar Senior Capital Ltd.
It is agreed that:
1. Those premises of Depositories listed in the following Schedule shall be deemed to be premises of the Insured but only as respects coverage on Certificated Securities:
SCHEDULE
DEPOSITORY | LOCATION COVERED | |
ALL | ALL |
2. Certificated Securities held by such Depository shall be deemed to be Property as defined in the attached bond to the extent of the Insureds interest therein as effected by the making of appropriate entries on the books and records of such Depository
3. The attached bond does not afford coverage in favor of any Depository listed in the Schedule above. When the Underwriter indemnifies the Insured for a loss covered hereunder, the Insured will assign the rights and causes of action to the extent of the claim payment against the Depository, or any other entity or person against whom it has a cause of action, to the Underwriter.
4. If the rules of the Depository named in the Schedule above provide that the Insured shall be assessed for a portion of the judgment (or agreed settlement) taken by the Underwriter based upon the assignment set forth in part 3 above and the Insured actually pays such assessment, then the Underwriter will reimburse the Insured for the amount of the assessment but not exceeding the amount of the loss payment by the Underwriter.
5. This rider shall become effective as of 12:01 a.m. on 2/22/2012 standard time.
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
CENTRAL HANDLING OF SECURITIES
FOR USE WITH FINANCIAL INSTITUTION BONDS, STANDARD FORMS NOS.
14, 24 AND 25 TO SCHEDULE THE PREMISES OF DEPOSITORIIES.
REVISED TO OCTOBER, 1987
SR 5967e
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 10 |
ADD CLAIMS EXPENSE
In consideration of the premium charged, it is understood and agreed the bond is hereby amended as follows:
1. | The following Insuring Agreement is added to the bond: |
CLAIMS EXPENSE
Reasonable expenses incurred and paid by the Insured, with the prior approval of the Underwriter, in preparing any valid claim for loss under this bond, which loss exceeds the Single Loss Deductible amount shown in Item 4. of the Declarations. The Underwriters aggregate liability for all such expenses paid by the Insured in preparing all such claims shall be $25,000 which is part of, and not in addition to, the Aggregate Limit of Liability stated in Item 3. of the Declarations.
2. Solely with respect to the coverage afforded by this Insuring Agreement, EXCLUSIONS, Section 2.(u) is amended by deleting item (1) thereof in its entirety and replacing it with the following:
(1) in establishing the existence of or amount of loss covered under this bond, except when covered under the Claims Expense Insuring Agreement, or
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0107 - For use with
Forms 14, 15, 24, 25
FB0107
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 11 |
AMEND UNCERTIFICATED SECURITIES
In consideration of the premium charged, it is understood and agreed the bond is hereby amended as follows:
1. | Item (1) (e) of Insuring Agreement (E), SECURITIES, is hereby deleted in its entirety and replaced with the following: |
(e) Statement of Uncertificated Security of any issuer
2. | Solely for the purpose of the coverage afforded by this rider, DEFINITIONS, Section 1. (o) is deleted in its entirety and replaced with the following: |
(o) Property means Money, Certificated Securities, Uncertificated Securities of any issuer, Negotiable Instruments, Certificates of Deposit, documents of title, Acceptances, Evidences of Debt, security agreements, Withdrawal Orders, certificates of origin or title, Letters of Credit, insurance policies, abstracts of title, deeds and mortgages on real estate, revenue and other stamps, tokens, unsold state lottery tickets, books of account and other records whether recorded in writing or electronically, gems, jewelry, precious metals of all kinds and in any form and tangible items of personal property which are not hereinbefore enumerated.
3. | Solely for the purpose of the coverage afforded by this rider, EXCLUSIONS, Section 2. (w), is deleted in its entirety. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0087 - For use with
Form l4
FB0087 | ||||
Page 1 of 1 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 12 |
VOICE INITIATED TRANSFER FRAUD
In consideration of the premium charged, it is hereby understood and agreed the bond is hereby amended as follows:
I.
The attached bond is amended by adding the following Insuring Agreement Voice Initiated Transfer Fraud as follows:
VOICE INITIATED TRANSFER FRAUD
Loss resulting directly from the Insured having, in good faith, transferred Funds from a Customers account through a Computer System covered under the terms of the Computer System Fraud Insuring Agreement in reliance upon a fraudulent voice instruction transmitted by telephone which was purported to be from:
1) | an officer, director, partner or employee of a Customer of the Insured who was authorized by the Customer to instruct the Insured to make such transfer; or |
2) | an individual person who is a Customer of the Insured; or |
3) | an Employee of the Insured in another office of the Insured who was authorized by the Insured to instruct other Employees of the Insured to transfer Funds, and was received by an Employee of the Insured specifically designated to receive and act upon such instructions; but the voice instruction was not from a person described in (1), (2) or (3) above, provided that |
(i) | such voice instruction was electronically recorded by the Insured and required password(s) or code words(s) given; and |
(ii) | if the transfer was in excess of $50,000, the voice instruction was verified by a call-back according to a prearranged procedure. |
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0081 | ||||
Page 1 of 2 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date | Bond Holder | Bond Number | Rider | |||
2/22/2012 |
Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 12 |
II.
Solely for the purpose of the coverage provided by this Insuring Agreement, the following Definitions shall apply:
Customer means an entity or individual which has a written agreement with the Insured authorizing the Insured to rely on voice instructions to make transfers and which has provided the Insured with the names of persons authorized to initiate such transfers and with which the Insured has established an instruction verification mechanism.
Funds means Money on deposit in an account.
III.
Solely for the purpose of the coverage provided by this Insuring Agreement, this Insuring Agreement does not cover loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by this Insuring Agreement and would be imposed on the Insured regardless of the existence of the contract.
Proof of loss for claim(s) under this Insuring Agreement must include electronic recordings of such voice instructions and the verification call-back, if such call was required.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
FB0081- For use with
Forms 14, 15, 24, 25
FB0081 | ||||
Page 2 of 2 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 13 |
ADD TELEFACSIMILE TRANSFER FRAUD
In consideration of the premium charged, it is understood and agreed the bond is hereby amended as follows:
1. | The following Insuring Agreement is added to the bond: |
TELEFACSIMILE TRANSFER FRAUD
Loss resulting directly from the Insured having, in good faith, transferred or delivered Funds, Certificated Securities or Uncertificated Securities through a Computer System covered under the terms of the Computer Systems Fraud Insuring Agreement in reliance upon a fraudulent instruction received through a Telefacsimile Device, and which instruction
(1) | purports and reasonably appears to have originated from |
(a) | a Customer of the Insured, |
(b) | another financial institution, or |
(c) | another office of the Insured |
but, in fact, was not originated by the Customer or entity whose identification it bears; and
(2) | contains a valid test code which proves to have been used by a person who was not authorized to make use of it; and |
(3) | contains the name of a person authorized to initiate such transfer; and |
provided that, if the transfer, was in excess of $50,000, the instruction was verified by a callback according to a prearranged procedure.
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
2-14057
FB0088 | ||||
Page 1 of 2 |
U.S. Specialty Insurance Company
Houston, Texas
Rider Effective Date |
Bond Holder |
Bond Number |
Rider | |||
2/22/2012 | Solar Senior Capital Ltd. | 64-MGU-12-A25971 | 13 |
2. | Solely for the purpose of the coverage provided by this Insuring Agreement, the following Definitions shall apply: |
Customer means an entity or individual which has a written agreement with the Insured authorizing the Insured to rely on Telefacsimile Device instructions to initiate transfers and has provided the Insured with the names of persons authorized to initiate such transfers, and with which the Insured has established an instruction verification mechanism.
Funds means Money on deposit in an account.
Telefacsimile Device means a machine capable of sending or receiving a duplicate image of a document by means of electronic impulses transmitted through a telephone line and which reproduces the duplicate image on paper.
3. | In addition to the Conditions and Limitation in the bond and the Computer Systems Fraud Insuring Agreement Rider, the following provisions are applicable to the Telefacsimile Transfer Fraud Insuring Agreement: |
(a) | This Insuring Agreement does not cover loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by the Telefacsimile Transfer Fraud Insuring Agreement and would be imposed on the Insured regardless of the existence of the contract. |
(b) | Proof of loss for claim under the Telefacsimile Transfer Fraud Insuring Agreement must include a copy of the document reproduced by the Telefacsimile Device. |
4. | Item (w) of EXCLUSIONS, Section 2. is deleted in its entirety and replaced with the following: |
(w) loss involving any Uncertificated Security except an Uncertificated Security of any Federal Reserve Bank of the United States or when covered under Insuring Agreement (A) or the Telefacsimile Transfer Fraud Insuring Agreement;
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
FB0088 - For use with
Forms 14, 24, 25
FB0088 | ||||
Page 2 of 2 |