June 28, 2012
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | THL Credit, Inc. File No. 814-00789 |
Rule 17g-1(g) Fidelity Bond Filing
Dear Sir or Madam:
On behalf of THL Credit, Inc. (the Corporation), a company that has elected to be regulated as a business development company under the Investment Company Act of 1940 (the 1940 Act), I am filing the following documents pursuant to Rule 17g-1 under the 1940 Act:
a) | a Certificate of the Secretary of the Corporation containing the resolutions of a majority of the board of directors who are not interested persons of the Corporation (as defined in the 1940 Act), attached hereto as Exhibit A, approving the amount, type, form and coverage of the joint fidelity bond and a statement as to the period for which premiums have been paid. |
b) | a copy of the Corporations joint insured fidelity bond, attached hereto as Exhibit B; and |
c) | a copy of the joint fidelity bond agreement between the Corporation and all of the other named insureds, attached hereto as Exhibit C (the Agreement). |
The Corporation would have provided and maintained a single insured bond in the amount of at least $750,000 had it not been named as an insured under a joint insured bond. The Corporation has paid its portion of a premium, as allocated under the Agreement, for a $1.0 million bond for the policy period, April 21, 2012 through April 21, 2013.
Very truly yours, |
THL Credit, Inc. |
/s/ Stephanie Paré Sullivan |
Stephanie Paré Sullivan |
Secretary |
TSB 5062b |
Page 1 of 10 |
CERTIFICATE
The undersigned, Stephanie Paré Sullivan, Secretary of THL Credit, Inc., a Delaware 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 Secretary of the Corporation and, together with other executive officers of the Corporation, 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 April 21, 2012 to April 21, 2013. |
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 28th day of June, 2012.
/s/ Stephanie Paré Sullivan |
Stephanie Paré Sullivan |
Secretary |
TSB 5062b |
Page 2 of 10 |
EXHIBIT A
Approval of Joint Investment Fidelity Institution Bond
WHEREAS, the Company is insured under an investment company blanket bond issued by AON Corporation (the Bond) insuring the Company as well as the Companys investment adviser, THL Credit Advisors LLC (Advisors), against loss in the cumulative aggregate amount of $1,000,000;
WHEREAS, the Board has considered the adequacy of the Bond with due consideration to (1) the amount and type of coverage provided by the Bond, (2) the value of the assets of the Company which any person covered by the Bond may have access, (3) the type and terms of the arrangements made by the Company for the custody and safekeeping of its assets of each of the Company, (4) the nature of the securities in the Companys portfolio, (5) the nature and method of conducting the operations of the Company and (6) the accounting procedures and controls of Company; and
WHEREAS, the Board has considered the portion of the premium to be paid by the Company with due consideration to: (1) the number of other parties named as insured; (2) the nature of the business activities of such other parties named as insured; (3) the amount of the Bond; (4) the amount of the premium for the Bond; (5) the basis for allocation of the premium among all parties named as insureds; (6) the extent to which the share of the premium allocated to the Company is less than the premium the Company would have had to pay if it had provided and maintained a single insured bond.
RESOLVED, that $1,000,000 is determined to be a reasonable amount of fidelity bond coverage to be maintained by the Company in accordance with Section 17(g) of, and Rule 17g-1 under, the Investment Company Act of 1940, as amended (the 1940 Act).
RESOLVED FURTHER, that the form of the Bond is ratified and approved.
RESOLVED FURTHER, that the proposed Joint D&O Insurance Policy Agreement & Fidelity Bond Allocation Agreement, in the form presented to the Directors during this meeting (the Agreement) is approved, and any officer of the Company is authorized to execute and deliver the Agreement on behalf of the Company in such form, with such changes therein as may be approved by such officer as being deemed necessary or advisable upon advice of counsel to the Company, such approval to be evidenced by the officers execution thereof; and the Secretary shall file with the Companys records a copy of the form of Agreement presented to this meeting.
RESOLVED FURTHER, that the proposed portion of the premium for the Bond allocated to the Company, which shall be (i) 75% of such premium for the first $750,000 of coverage with 25% of such premium allocated to Advisors and (ii) 0% for the remaining $250,000 of incremental coverage with 100% of such premium allocated to Advisors, is fair and reasonable, and is ratified and approved.
RESOLVED FURTHER, that the Secretary of the Company is designated as the person to make the filings and to give the notices required by Rule 17g-1(g) under the 1940 Act.
TSB 5062b |
Page 3 of 10 |
EXHIBIT B
FINANCIAL INSTITUTION BOND
Standard Form No. 14, Revised to October, 1987
BOND NO. G24581652 003
(Herein called Underwriter)
DECLARATIONS
Item 1. | THL Credit, Inc. and THL Credit Advisors LLC |
Principal Address: 100 Federal Street Boston, MA 02110
Item 2. | Bond Period: from 12:01 a.m. on 04/21/2012 to 12:01 a.m. on 04/21/2013 |
standard time.
Item 3. | The Aggregate Liability of the Underwriter during the Bond Period shall be $1,000,000 |
Item 4. | Subject to Sections 4 and 11 hereof, |
the Single Loss Limit of Liability is $1,000,000
and the Single Loss Deductible is $15,000
Provided, however, that if any amounts are inserted below opposite specified Insuring Agreements or 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 |
|||||||
Insuring Agreement (A) - (C) BASIC COVERAGE |
$ | 1,000,000 | $ | 15,000 | ||||
Insuring Agreement (D) - FORGERY OR ALTERATION |
$ | 1,000,000 | $ | 15,000 | ||||
Insuring Agreement (E) - SECURITIES |
$ | 1,000,000 | $ | 15,000 | ||||
Computer Fraud |
$ | 1,000,000 | $ | 15,000 | ||||
Central Handling of Securities |
$ | 1,000,000 | $ | 15,000 |
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 5. | The liability of the Underwriter is subject to the terms of the following riders attached hereto: 1-24 |
Item 6. | The Insured by the acceptance of this bond gives notice to the Underwriter terminating or canceling prior bonds(s) or policy(ies) No.(s) G24581652 002 , G24581652 001 |
such termination or cancelation to be effective as of the time this bond becomes effective.
By | JOHN J. LUPICA, President | |
Authorized Representative |
TSB 5062b |
Page 4 of 10 |
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
|
TSB 5062b |
Page 5 of 10 |
CONDITIONS AND LIMITATIONS
|
TSB 5062b |
Page 6 of 10 |
TSB 5062b |
Page 7 of 10 |
TSB 5062b |
Page 8 of 10 |
TSB 5062b |
Page 9 of 10 |
In witness whereof, the Underwriter has caused this bond to be executed on the Declarations page.
TSB 5062b |
Page 10 of 10 |
SIGNATURES
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 1 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy.
THE ONLY SIGNATURES APPLICABLE TO THIS POLICY ARE THOSE REPRESENTING THE COMPANY NAMED ON THE FIRST PAGE OF THE DECLARATIONS.
By signing and delivering the policy to you, we state that it is a valid contract.
INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (A stock company)
BANKERS STANDARD FIRE AND MARINE COMPANY (A stock company)
BANKERS STANDARD INSURANCE COMPANY (A stock company)
ACE AMERICAN INSURANCE COMPANY (A stock company)
ACE PROPERTY AND CASUALTY INSURANCE COMPANY (A stock company)
INSURANCE COMPANY OF NORTH AMERICA (A stock company)
PACIFIC EMPLOYERS INSURANCE COMPANY (A stock company)
ACE FIRE UNDERWRITERS INSURANCE COMPANY (A stock company)
WESTCHESTER FIRE INSURANCE COMPANY (A stock company)
436 Walnut Street, P.O. Box 1000, Philadelphia, Pennsylvania 19106-3703
CARMINE A. GIGANTI, Secretary |
JOHN J. LUPICA, President | |||
Authorized Representative |
CC-1K11g (01/11) Ptd. in U.S.A.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 2 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
OMNIBUS NAMED INSURED
It is agreed that:
1. | The Insured under the attached Bond is amended to include: |
Any interest now or hereafter owned or controlled by the Insured, provided any such interest so included as Insured under this bond by reason of this rider must be more than 50% owned or controlled by the Insured and subject to the provisions of General Agreement A as amended.
All joint ventures are excluded from coverage unless specifically named as an Insured below:
2. | Nothing herein contained shall be held to alter, waive or extend any of the terms, agreements, conditions or limitations of the attached other than as stated above. |
By: | JOHN J. LUPICA, President | |
Authorized Representative |
CC1e15 FI 14 Bond (11/09) |
© 2009 | PAGE 1 OF 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 3 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND RICO EXCLUSION
It is agreed that Conditions And Limitations, Section 2, Exclusions, subsection (J), is deleted in its entirety and the following is inserted:
(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 and conditions of this Bond remain unchanged.
JOHN J. LUPICA, President |
By: Authorized Representative |
CC-1e15 Form 25 Bond (2/09) |
©ACE USA, 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 4 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
GENERAL AGREEMENT F TO 90 DAYS
It is agreed that:
1. | General Agreement F. Notice of Legal Proceedings against Insured Election to Defend is amended by deleting the words 30 days in the first paragraph and substituting the words 90 days. |
2. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or provisions of the attached bond other than as above stated. |
JOHN J. LUPICA, President |
By: Authorized Representative |
CC-1e15 Form 14 Bond (2/09) |
©ACE USA, 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 5 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND COUNTERFEIT CURRENCY
It is agreed that Insuring Agreements, Section F, Counterfeit Currency, is deleted in its entirety and the following is inserted:
Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money, Coin or Currency of the United States of America, Canada or any other country.
All other terms and conditions of this bond remain unchanged.
JOHN J. LUPICA, President |
By: Authorized Representative |
Bond (11/08) |
©ACE USA, 2008 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 6 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND VALUATION & SECURITIES SECTION 6
It is agreed that:
1. | Valuation, Section 6., is amended by deleting the first paragraph entirely and replacing it with the following: |
Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of the country in which the loss was sustained or in the United States of America dollar equivalent thereof determined at the rate of exchange on the day preceding the discovery of loss.
2. | Valuation, Section 6., also is amended in the Securities paragraph by deleting the words determined by the market value thereof at the time of such settlement and substituting the words determined by the market value thereof on the day preceding the discovery of loss. |
3. | Nothing here in contained shall be held to vary, alter, waiver or extended any of the terms, limitations, conditions, or agreements of the attached bond other than as above stated. |
JOHN J. LUPICA, President |
By: Authorized Representative |
CC-1e15 |
Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 7 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
ERISA RIDER
It is agreed that:
THL Credit Advisors LLC 401(k) Plan and any employee benefit or welfare plan, now existing or hereinafter created or acquired, whether or not required, to be bonded under the Employee Retirement Income Security Act of 1974, as amended.
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 Employees Welfare or Pension Benefit Plan owned, controlled or operated by the Insured or any natural person who is a trustee, manager, officer or employee of any such Plan. |
2. | If the bond, in accordance with the agreements, limitations and conditions thereof, covers loss sustained by two or more Employee Welfare or Pension Benefit Plans or sustained by any such Plan in addition to loss sustained by an Insured other than such Plan, it is the obligation of the Insured or the Plan Administrator(s) of such Plans under Regulations published by the Secretary of Labor implementing Section 13 of the Welfare and Pension Plans Disclosure Act of 1958 to obtain under one or more bonds issued by one or more Insurers an amount of coverage for each such Plan at least equal to that which would be required if such Plans were bonded separately. |
3. | In compliance with the foregoing, payment by the Company in accordance with the agreements, limitations and conditions of the bond shall be held by the Insured, or, if more than one, by the Insured first named, for the use and benefit of any Employee Welfare or Pension Benefit Plan sustaining loss so covered and to the extent that such payment is in excess of the amount of coverage required by such Regulations to be carried by said Plan sustaining such loss, such excess shall be held for the use and benefit of any other such Plan also covered in the event that such other Plan discovers that it has sustained loss covered thereunder. |
4. | If money or other property of two or more Employee Welfare or Pension Benefit Plans covered under the bond is commingled, recovery for loss of such money or other property through fraudulent or dishonest acts of Employees shall be shared by such Plans on a pro rata basis in accordance with the amount for which each such Plan is required to carry bonding coverage in accordance with the applicable provisions of said Regulations. |
5. | The Deductible Amount of this bond applicable to loss sustained by a Plan through acts committed by an Employee of the Plan shall be waived, but only up to an amount equal to the amount of coverage required to be carried by the Plan because of compliance with the provisions of the Employee Retirement Income Security Act of 1974. |
6. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the bond, other than as stated herein. |
7. | This rider is effective as of 12:01 a.m. on 04/21/2012 |
TO COMPLY WITH BONDING REGULATIONS MADE APPLICABLE TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974. NOTE: This rider should not be used for any insured exempted from the bonding provisions of the Act. REVISED TO JUNE, 1990. |
||||
By: |
JOHN J. LUPICA, President |
SR 6145b |
Printed in U.S.A. | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 8 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
CENTRAL HANDLING OF SECURITIES
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 of Certificated Securities: |
SCHEDULE
DEPOSITORY | LOCATION COVERED |
ALL DEPOSITORIES USED BY THE INSURED
2. | Certificated Securities held by such Depository shall be deemed to be Property as defined in the attached bond to the extend of the Insureds interest therein as effected by the making of appropriate entries on the books and records of such Depository. |
3. | The attached bon 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. | Nothing here in contained shall be held to vary, alter, waiver or extended any of the terms, limitations, conditions, or agreements of the attached bond other than as above stated. |
JOHN J. LUPICA, President |
By: Authorized Representative |
SR 5967e |
Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 9 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND INSURING AGREEMENT A
It is agreed that Fidelity Section (A) is deleted and the following is inserted:
(A) | Loss resulting directly from dishonest or fraudulent acts committed by an Employee acting alone or in collusion with others. Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent: |
(a) | to cause the Insured to sustain such loss; or |
(b) | to obtain financial benefit for the Employee or another person or entity. |
It is agreed that loss resulting from the intentional transfer of Property to the benefit of an innocent third party, committed by the Employee in the knowledge that such third party was not lawfully entitled to such Property and which Property is not lawfully recoverable by the Insured, shall be deemed to be a loss which meets the requirements of this Insuring Agreement. Such loss must result from acts committed by the Employee with the intent to cause the Insured to sustain such loss.
Notwithstanding the foregoing, however, it is agreed that with regard to Loans or Trading, this bond covers only loss resulting directly from dishonest or fraudulent acts committed by any 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 that the Insured establishes that the Employee intended to participate in the financial benefit.
For the purpose of this Insuring Agreement, Loans means all extensions of credit by an Insured, all transactions creating a creditor relationship in favor of an Insured, and all transactions by which the Insureds assume an existing creditor relationship.
For the purpose of this Insuring Agreement, Trading means trading or other dealings in securities, commodities, futures, options, foreign or Federal Funds, currencies, foreign exchange and the like.
As used throughout this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment, including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
All other terms and conditions of this bond remain unchanged.
JOHN J. LUPICA, President |
Authorized Representative |
CC-1e15 Bond (2/09) |
©ACE USA, 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 10 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
REPRESENTATION OF THE INSURED
In consideration of the premium charged, it is hereby understood and agreed that:
1. | General Agreement (D) REPRESENTATION OF INSURED is hereby deleted 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 any incorrect statement of a material fact, in the application or otherwise, shall be grounds for the rescission of this bond.
2. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements of the attached bond other than as above stated |
By: | JOHN J. LUPICA, President | |
Authorized Representative |
CC1e15 FI 14 Bond (11/09) |
© 2009 |
Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 11 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND SECTION 3. DISCOVERY
It is agreed that:
1. | Section 3. DISCOVERY, is deleted and replaced with the following: |
DISCOVERY
Section 3. this bond applies to loss discovered by the Risk and Insurance Management Department or Vice President level or above during the Bond Period. Discovery occurs when the Risk Manager, Risk Management Department or Audit Department first becomes aware of facts which would cause a reasonable person to assume that a loss of a type covered by this bond has been or will be incurred, regardless of when the act or acts causing or contributing to such loss occurred, even though the exact amount or details of loss may not then be known.
Discovery also occurs when Risk Manager, Risk Management Department or Audit Department receives notice of an actual or potential claim in which it is alleged that the insured is liable to a third party under circumstances which, if true, would constitute a loss under this bond.
2. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements of the attached bond other than as above stated. |
By: | JOHN J. LUPICA, President | |
Authorized Representative |
CC1e15 FI 14 Bond (11/09) |
© 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 12 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
UNCERTIFICATED SECURITIES
It is agreed that:
1. | Insuring Agreement (E) SECURITIES, Item (1) (e) is hereby deleted and replaced with the following: |
(h) | Statement of Uncertificated Security in any book entry form. |
2. | Section 2 Exclusions, Item (w) is hereby deleted in its entirety. |
3. | Nothing here in contained shall be held to vary, alter, waiver or extended any of the terms, limitations, conditions, or agreements of the attached bond other than as above stated. |
By: | JOHN J. LUPICA, President |
CC1e15 FI 14 Bond (11/09) |
© 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 13 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
FRAUDULENT MORTGAGES INSURING AGREEMENT
It is agreed that:
1. | The attached bond is amended by inserting an additional Insuring Agreement as follows: |
Loss resulting directly from the Insureds having, in good faith and in the course of business in connection with any Loan, accepted or received or acted upon the faint of any real property mortgages, real property deeds of trust or like instruments pertaining to realty or assignments of such mortgages, deeds of trust or instruments which prove to have been defective by reason of the signature thereon of any person having been obtained through trick, artifice, fraud or false pretenses or the signature on the recorded deed conveying such real property to the mortgagor or grantor of such mortgage or deed of trust having been obtained by or on behalf of such mortgagor or grantor through trick, artifice, fraud or false pretenses.
2. | The Loan Exclusion Clause, Section 2(e), shall not apply to the Insuring Agreement set forth in paragraph 1 of this rider. |
3. | The Single Loss Limit of Liability for the Fraudulent Mortgages Insuring Agreement is limited to the amount shown on the Declaration Page, or amendment thereto. |
4. | This rider shall become effective as of 12:01 a.m. on 04/21/2012. |
For Use With Financial Institution Form No. 24, Discovery Form. To Add An Insuring Agreement Covering Real Property Mortgages And Assignments Thereof Which Are Defective By Reason Of Fraud With Respect To The Signature On Specified Instruments. Revised To June, 1990 |
By: | JOHN J. LUPICA, President |
SR 5609a |
Printed in U.S.A | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 14 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
SERVICING CONTRACTORS
It is agreed that the Insuring Agreements are amended to add the following:
| Servicing Contractors |
A. | Loss through any dishonest or fraudulent act committed by any Servicing Contractor with the manifest intent: |
(a) | to cause the Insured to sustain such loss; and |
(b) | to obtain financial benefit for the Servicing Contractor or for another person or entity. |
As used in this Insuring Agreement, financial benefit does not include any benefits earned in the normal course of employment, or performance of the servicing contract, including salaries, commission, fee, bonuses, promotions, awards, profit sharing or pensions.
B. | Loss of Money (including obligations of the United States of America) collected or received for the Insured by any such Servicing Contractor through the failure of such Servicing Contractor to pay to the Insured the Money so collected or received as is discovered to be due and payable while this Insuring Agreement is in force, except, however, Money disbursed by such Servicing Contractor in accordance with instructions from the Insured. |
The term Servicing Contractor, as used in this Bond, shall mean a natural person, partnership or corporation, other than an officer or employee of the Insured, duly authorized by the Insured to perform any or all of the following:
(a) | collect and record payments on real estate mortgage or home improvement loans made, held or assigned to the Insured, and establish tax and insurance escrow accounts, |
(b) | manage real property owned by or under the supervision or control of the Insured, |
(c) | perform other acts directly related to the above, |
but only while such natural person, partnership or corporation is actually performing such services within the United States of America, the Virgin Islands, Puerto Rico or Canada. In no event shall any activity described in (a), (b) or (c) above include the sale of real property mortgages to the Insured by the Servicing Contractor or by any affiliate of the Servicing Contractor.
The term Servicing Contractor shall include the partners, officers and employees of such Servicing Contractors and each such Servicing Contractor and its partners, officers and employees shall collectively be deemed to be one person for all purposes of subsection (c) of the last paragraph of the Section captioned LIMIT OF LIABILITY.
PF-32820 (03/11) |
© 2009 | Page 1 of 2 |
C. | Solely with respect to the Insuring Agreement entitled Servicing Contractors, the following exclusions apply: |
| Loss resulting from the insolvency, bankruptcy or taking over by a receiver or liquidator or by state or federal officials of any depository institution, unless such depository institution is a Servicing Contractor covered under this bond and unless such insolvency, bankruptcy or taking over results from fraud or dishonesty of officers or employees of such depository institution; |
| Under paragraph B of the Servicing Contractor Insuring Agreement, loss through the failure of any Servicing Contractor covered under this bond to collect or receive Money for the account of the Insured, any agreement between such Servicing Contractor and the Insured to the contrary notwithstanding; |
| Under paragraph B of the Servicing Contractor Insuring Agreement, loss of Money collected or received for the account of the Insured by any Servicing Contractor covered under this bond unless such Servicing Contractor is legally liable to the Insured on account of the loss of such Money; or |
| Loss resulting directly or indirectly from the complete or partial non-payment of, or default upon, any Loan made to a Servicing Contractor, including any such Loan established to provide funds for interim financing or warehousing of mortgage loans, whether procured in good faith or through false pretense, or loss resulting directly or indirectly from the failure of the Servicing Contractors to pay over Property held as security for any such Loan. |
D. | The attached Bond shall be deemed canceled as to any Servicing Contractor: (a) immediately upon discovery by the Insured of any dishonest or fraudulent act on the part of such Servicing Contractor unless within five days after discovery of such act, the Insured shall give the Underwriter written notice thereof and in such event this bond shall be deemed canceled as to such Servicing Contractor at the expiration of thirty days after such discovery of such act; or (b) at 12:01 a.m., as aforesaid, upon the effective date specified in a written notice served upon the Insured or sent by mail. Such date, if the notice be served, shall not be less than thirty days after such service, or if sent by mail, not less than thirty-five days after the date of mailing. The mailing by the Underwriter of notice, as aforesaid, to the Insured at is principal office shall be sufficient proof of notice. |
E. | The Single Loss Limit of Liability of the Underwriter under the foregoing Servicing Contractors Insuring Agreement, is limited to the amount shown in the Declarations or amendment thereto. |
F. | The attached bond does not afford coverage in favor of any Servicing Contractor, as aforesaid, and upon payment to the Insured by the Underwriter on account of any loss for which such Servicing Contractor is liable to the Insured, an assignment of such of the Insureds rights and causes of action as it may have against such Servicing Contractor by reason of such liability shall, to the extent of such payment, be given by the Insured to the Underwriter, and the Insured shall execute all papers necessary to secure to the Underwriter the rights herein provided for. |
All other terms and conditions of this Bond remain unchanged.
JOHN J. LUPICA, President |
Authorized Representative |
PF-32820 (03/11) |
© 2011 | Page 2 of 2 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 15 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND ADDITIONAL OFFICES OR EMPLOYEES
It is agreed that Section B, Additional Offices Or Employees Consolidation, Merger Or Purchase of Assets Notice, parts (i) through (iii), of the General Agreements, are deleted in its entirety and the following is inserted:
(i) | give the Underwriter written notice of the proposed consolidation, merger or purchase or acquisition of assets or liabilities within 15 days subsequent to the effective date, during which time coverage shall be automatic, and |
(ii) | obtain the written consent of the Underwriter to extend the coverage provided by this bond to such additional offices or premises, Employees and other exposures, and |
(iii) | upon obtaining such consent, pay to the Underwriter an additional premium if: (a) the assets of the entity to be consolidated or merged with, purchased or acquired are valued at 15% or more of the Insureds assets at the time of acquisition; or (b) such entity has been seized by or is under such an agreement with federal or state regulators, including cease and desist orders, memoranda of understanding, letters of understanding or supervisory agreements, or any similar regulator-imposed order; or (c) such entity has experienced paid bond losses of the type covered under this bond during the 3 years prior to the consolidation, merger, purchase, or acquisition date. Otherwise such additional premium shall be waived. |
All other terms and conditions of this bond remain unchanged.
JOHN J. LUPICA, President |
Authorized Representative |
PF-27010 (04/09) |
© 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured | Endorsement Number | |||||
THL Credit, Inc. and THL Credit Advisors LLC |
16 | |||||
Policy Symbol | Policy Number | Policy Period | Effective Date of Endorsement | |||
DON |
G24581652 003 | 04/21/2012 to 04/21/2013 | 04/21/2012 | |||
Issued By (Name of Insurance Company) |
||||||
Westchester Fire Insurance Company |
AMEND CANCELLATION
It is agreed that the first two lines of Conditions And Limitations, Section 12, Termination Or Cancellation, are deleted in their entirety and the following is inserted:
Section 12. This bond terminates as an entirety upon occurrence of any of the following: (a) 90 days after the receipt by the Insured of a written notice from the Underwriter of its desire to
All other terms and conditions of this Bond remain unchanged.
JOHN J. LUPICA, President |
Authorized Representative |
Form 14 Bond (2/09) |
©ACE USA, 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 17 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
CLAIMS EXPENSE
It is agreed that the bond is amended as follows:
1. | Insuring Agreements, is amended to add the following: |
Claims 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; a deductible of $2,500 applies to each and every loss.
| CLAIMS EXPENSE |
Reasonable expenses necessarily incurred and paid by the Insured in preparing any valid claim for loss as defined in Insuring Agreements A through F, and any other valid coverage added by endorsement, which loss exceeds the Single Loss Deductible Amount of $15,000. The Underwriters maximum liability for such expenses paid by the Insured in preparing all such claims shall be limited to $25,000. Deductible of $2,500 applies to each and every loss.
2. | Section 2, Exclusions, subsection (u), of the Conditions And Limitations, is deleted in its entirety and the following is inserted: |
All fees, costs and expenses incurred by the Insured 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 and conditions of this bond remain unchanged.
JOHN J. LUPICA, President |
Authorized Representative |
CC-1e15 |
©ACE USA, 2009 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 18 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AUDIT EXPENSE
In consideration of the premium charged, it is hereby understood and agreed the bond is hereby amended as follows:
1. | An additional paragraph, as follows, is added to the Fidelity Insuring Agreement. |
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; a deductible of $2,500 applies to each and every loss
Expense incurred by the Insured for that part of the cost of audits or examinations required by State of 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. The total liability of the Underwriter for such expense by reason of such acts of any Employee or in which such Employee is concerned or implicated or with respect to any one audit or examination 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. | The following paragraph is substituted for Exclusions, Section |
(d) loss resulting directly or indirectly from any acts of any director or trustee of the Insured other than one employed as a salaried, pensioned or elected official or an Employee of the Insured, except when performing acts coming within the scope of the usual duties of an Employee, or while acting as a member of any committee duly elected or appointed by resolution of the board of directors or trustees of the Insured to perform specific, as distinguished from general, directorial acts on behalf of the Insured;
3. | The following paragraph is substituted for Exclusions, |
Section 2. (u):
(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
JOHN J. LUPICA, President |
Authorized Representative |
CC-1e15 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 19 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND DEFINITION OF EMPLOYEE
It is agreed that:
1. | The definition of Employee of the attached bond is amended to include the following: |
(a) | Any natural person retained as a consultant of the Insured and supervised by the Insured under written contract with the Insured. |
(b) | Any such person, who resigned, retires or is terminated from service of the Insured during the Bond period. Provided that this extension applies only: |
(i) | for a period of 90 days subsequent to such resignation, retirement or termination; and |
(ii) | if such resignation, retirement or termination has not arisen from or in connection with the discovery by the Insured of any actual or alleged dishonest, fraudulent or criminal act(s) of such person |
(iii) | Employees on Leave or Military Service |
(iv) | Guest Students |
(v) | Former employees as consultants |
2. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements of the attached bond other than as above stated. |
JOHN J. LUPICA, President |
Authorized Representative |
CC-1e15 |
Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 20 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
AMEND DEDUCTIBLE
In consideration of the premium charged, it is hereby understood and agreed that Item 4 of the Declarations, is amended to add the following:
No deductible shall apply to any loss under Insuring Agreement A sustained by any Investment Company named as Insureds herein.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE BOND REMAIN UNCHANGED
JOHN J. LUPICA, President |
Authorized Representative |
CC1e15 FI 14Bond (11/09) |
© 2010 | Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 21 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
TRADING LOSS
The attached bond is amended:
(a) | by deleting the final semicolon of the Trading Loss Exclusion, subsection (i) of Section 2. and |
(b) | by adding the following: |
if coverage is carried thereunder, nor shall it apply to Insuring Agreement (a) to the extent that the loss covered thereunder does not exceed the Single Loss Limit of Liability for Trading Loss Coverage as set forth on the Declarations Page or amendment thereto, it being understood, however, that such liability shall be a part of and not in addition to the Single Loss Limit of Liability stated in Item 4 of the Declarations of the bond or amendment thereof.
JOHN J. LUPICA, President |
By: Authorized Representative |
CC-1e15 |
Page 1 of 1 |
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured THL Credit, Inc. and THL Credit Advisors LLC |
Endorsement Number 22 | |||||
Policy Symbol DON |
Policy Number G24581652 003 |
Policy Period 04/21/2012 to 04/21/2013 |
Effective Date of Endorsement 04/21/2012 | |||
Issued By (Name of Insurance Company) Westchester Fire Insurance Company |
TRADE OR ECONOMIC SANCTIONS ENDORSEMENT
This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. All other terms and conditions of policy remain unchanged.
JOHN J. LUPICA, President |
Authorized Agent |
ALL-21101 (11/06) Ptd. in U.S.A. |
Page 1 of 1 |
ACE Producer Compensation
Practices & Policies
ACE believes that policyholders should have access to information about ACEs practices and policies related to the payment of compensation to brokers and independent agents. You can obtain that information by accessing our website at http://www.aceproducercompensation.com or by calling the following toll-free telephone number: 1-866-512-2862.
ALL-20887 (10/06) |
U.S. Treasury Departments Office Of Foreign Assets Control (OFAC) Advisory Notice to Policyholders |
This Policyholder Notice shall not be construed as part of your policy and no coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided.
This Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully.
The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of national emergency. OFAC has identified and listed numerous:
| Foreign agents; |
| Front organizations; |
| Terrorists; |
| Terrorist organizations; and |
| Narcotics traffickers; |
as Specially Designated Nationals and Blocked Persons. This list can be located on the United States Treasurys web site http//www.treas.gov/ofac.
In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on the premiums and payments also apply.
PF-17914 (2/05) |
Reprinted, in part, with permission of ISO Properties, Inc. |
Page 1 of 1 |
EXHIBIT C
THL CREDIT, INC.
THE CREDIT ADVISORS LLC
JOINT D&O INSURANCE POLICY AGREEMENT
&
FIDELITY BOND ALLOCATION AGREEMENT
AGREEMENT, made as of this 2nd day of May, 2012 between THL Credit, Inc. and THL Credit Advisors LLC (each an Insured and together, the Insureds) pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended (the 1940 Act), relating to the Insureds joint Directors and Officers/Errors and Omissions Liability Insurance Policy (the Policy) and Joint Investment Fidelity Institution Bond (the Bond).
The undersigned hereby agree to pay the portion of the premiums for the Policy and the Bond in the amounts, as applicable, based upon the proportions as set forth on Annex A hereto.
The undersigned herby agree that in the event recovery is received under the Policy as a result of a loss sustained by one or more of the Insureds, each Insured entitled to share in such recovery shall receive an equitable and proportionate share of the recovery.
THL CREDIT, INC. |
/s/ James K. Hunt |
Name: James K. Hunt |
Title: Chief Executive Officer & Chief Investment Officer |
THL CREDIT ADVISORS LLC |
/s/ Terrence W. Olson |
Name: Terrence W. Olson |
Title: Chief Operations Officer & Chief Financial Officer |
ANNEX A
Policy Allocation:
Insured |
Percentage of Premiums | |
THL Credit, Inc. | 75% | |
THL Credit Advisors LLC | 25% |
Bond Allocation:
Insured |
Percentage of Premiums | |
THL Credit, Inc. | 75% for the first $750,000 of coverage and 0% for the remaining $250,000 of incremental coverage | |
THL Credit Advisors LLC | 25% for the first $750,000 of coverage and 100% for the remaining $250,000 of incremental coverage |