40-17G: Fidelity bond filed pursuant to Rule 17g1(g)(1) of the Investment Company Act of 1940
Published on March 3, 2010
3700 Glenwood Avenue, #530 Raleigh, NC 27612 |
March 3, 2010
Via EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0506
100 F Street, N.E.
Washington, D.C. 20549-0506
Re:
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Triangle Capital Corporation File No. 814-00733 Rule 17g-1(g) Fidelity Bond Filing |
Ladies and Gentlemen:
On behalf of Triangle Capital Corporation (the Company), enclosed herewith for filing,
pursuant to Rule 17g-1(g) under the Investment Company Act of 1940, are the following:
1. | a copy of the fidelity bond covering the Company; | |
2. | a Certificate of the Corporate Secretary of the Company 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; and | |
3. | the Agreement Regarding Fidelity Bonding dated February 21, 2010 by and among the Company and Triangle Mezzanine Fund LLLP. |
If you have any questions regarding this submission, please do not hesitate to call me at
(919) 719-4789.
Very truly yours, | ||
TRIANGLE CAPITAL CORPORATION | ||
/s/ Steven C. Lilly | ||
Steven C. Lilly Chief Financial Officer |
FINANCIAL INSTITUTION BOND
Standard Form No 15, Revised to June, 1990
National Union Fire Insurance Company of Pittsburgh, Pa.
(A stock Insurance Company, herein called the Company)
Standard Form No 15, Revised to June, 1990
National Union Fire Insurance Company of Pittsburgh, Pa.
(A stock Insurance Company, herein called the Company)
Bond Number: 01-571-57-40
DECLARATIONS
Item 1. |
Name of Insured (herein called Insured): TRIANGLE CAPITAL CORPORATION | |||
TRIANGLE MEZZANINE FUND, LLLP |
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Principal Address:
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3700 GLENWOOD AVENUE |
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SUITE 530 |
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RALEIGH, NC 27612 |
Item 2. |
Bond Period: from 12:01 a.m. on February 21, 2010 | |||
to 12:01 a.m. on February 21, 2011
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Item 3. | The Aggregate Liability of the Underwriter during the Bond Period shall be
$5,000,000
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Item 4. | Subject to Sections 4 and 11 hereof, |
the Single Loss Limit of Liability is $5,000,000
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the Single Loss Deductible is $250,000
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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.) |
Single Loss | Single Loss | |||||||
Amount applicable to: | Limit of Liability | Deductible | ||||||
Basic Bond Coverage |
$ | 5,000,000 | $ | 250,000 | ||||
Insuring Agreement (D) |
$ | 5,000,000 | $ | 250,000 | ||||
Insuring Agreement (E) |
$ | 5,000,000 | $ | 250,000 | ||||
Optional Insuring Agreements and Coverages: |
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Computer Systems |
$ | 5,000,000 | $ | 25,000 |
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, #2, #3, #4, #5, #6, #7, #8, #9, #10, #11 |
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Item 6. | The Insured by the acceptance of this bond gives notice to the Underwriter
terminating or canceling prior bond(s) or policy (ies) No (s) 01-581-92-51
such termination or cancellation to be effective as of the time this bond becomes effective. |
Premium: $14,071 |
SECRETARY |
PRESIDENT |
AUTHORIZED REPRESENTATIVE
COUNTERSIGNATURE
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DATE
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COUNTERSIGNED AT |
THOMAS RUTHERFOORD, INC
P.O. BOX 730
RICHMOND, VA 23218-0730
P.O. BOX 730
RICHMOND, VA 23218-0730
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The Underwriter, in consideration of an agreed premium, and in reliance upon all statements made
and information furnished to the Underwriter by the Insured in applying for this bond, and subject
to the Declarations, Insuring Agreements, General Agreements, Conditions and Limitations and other
terms hereof, agrees to indemnify the Insured for:
INSURING AGREEMENTS
FIDELITY
(A) | Loss resulting directly from dishonest or fraudulent acts committed by an Employee acting
alone or in collusion with others. |
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Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent: |
(a) | to cause the Insured to sustain such loss; and |
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(b) | to obtain financial benefit for the Employee or another person or entity. |
However, if some or all of the Insureds loss results directly or indirectly from Loans, that
portion of the loss is not covered unless the Employee was in collusion with one or more
parties to the transactions and has received, in connection therewith, a financial benefit
with a value of at least $2,500. |
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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. |
ON PREMISES
(B) | (1) | Loss of Property resulting directly from |
(a) | robbery, burglary, misplacement, mysterious unexplainable
disappearance and damage thereto or destruction thereof, or |
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(b) | common-law or statutory larceny, committed by a person present in an
office of the Insured covered under this bond. |
while the property is lodged or deposited within |
(i) | any of the Insureds offices covered under this bond, or |
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(ii) | offices of any financial institutions, or |
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(iii) | any premises where the Insured leases safe deposit
boxes. |
(2) | Loss of or damage to |
(a) | furnishings, fixtures, supplies or equipment within an office of the
Insured covered under this bond resulting directly from larceny or theft in, or by
burglary or robbery of, such office, or attempt thereat, or by vandalism or
malicious mischief, or |
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(b) | such office resulting from larceny or theft in, or by burglary or
robbery of such office or attempt thereat, or to the interior of such office by
vandalism or malicious mischief, |
provided that |
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(i) | the Insured is the owner of such furnishings, fixtures,
supplies, equipment, or office or is liable for such loss or damage, and |
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(ii) | the loss is not caused by fire. |
IN TRANSIT
(C) | Loss of Property resulting directly from robbery, common-law or statutory larceny,
misplacement, mysterious unexplainable disappearance, being lost or made away with, and damage
thereto or destruction thereof, while the Property is in transit anywhere in the custody of |
(a) | a natural person acting as a messenger of the Insured (or another natural person
acting as messenger or custodian during an emergency arising from the incapacity of the
original messenger), or |
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(b) | a Transportation Company and being transported in an armored motor vehicle, or |
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(c) | a Transportation Company and being transported in a conveyance other than an
armored motor vehicle provided that covered Property transported in such manner is
limited to the following: |
(i) | records, whether recorded in writing or electronically, and |
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(ii) | Certificated Securities issued in registered form and not endorsed,
or with restrictive endorsements, and |
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(iii) | Negotiable Instruments not payable to bearer, or not endorsed, or
with restrictive endorsements. |
Coverage under this Insuring Agreement begins immediately upon the receipt of such Property
by the natural person or Transportation Company and ends immediately upon delivery to the
designated recipient or its agent. |
FORGERY OR ALTERATION
(D) | Loss resulting directly from Forgery or alteration of, on, or in any Negotiable Instruments
(except registered or bearer obligations) made or drawn by or drawn upon the Insured, or made
or drawn by one acting as agent of the Insured, or purporting to have been made as herein
before set forth: |
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A mechanically reproduced facsimile signature is treated the same as a handwritten signature. |
SECURITIES
(E) | Loss resulting directly from the Insured having, in good faith, for its own account or for
the account of others, |
(1) | acquired, sold or delivered, or given value, extended credit or assumed
liability, on the faith of, any original |
(a) | Certified Security, |
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(b) | Document of Title, |
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(c) | deed, mortgage or other instrument conveying title to, or creating or
discharging a lien upon, real property, |
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(d) | Certificate of Origin or Title, |
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(e) | Evidence of Debt, |
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(f) | corporate, partnership or personal Guarantee, or, |
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(g) | Security Agreement |
which: |
(i) | bears a signature of any maker, drawer, issuer, endorser,
assignor, lessee, transfer agent, registrar, acceptor, surety, guarantor, or
of any person signing in any other capacity which is Forgery, or |
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(ii) | is altered, or |
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(iii) | is lost or stolen; |
(2) | acquired, sold or delivered, or given value, extended credit or assumed
liability, on the faith of any item listed in (a) through (d) above which is a
Counterfeit. |
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Actual physical possession of the items listed in (a) through (g) above by the Insured,
is a condition precedent to the Insureds having relied on the faith of such items. |
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A mechanically reproduced facsimile signature is treated the same as a handwritten
signature. |
COUNTERFEIT CURRENCY
(F) | Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit
Money of the United States of America, Canada or of any other country in which the Insured
maintains a branch office. |
GENERAL AGREEMENTS
ADDITIONAL OFFICES OR EMPLOYEES-CONSOLIDATION,
MERGER OR PURCHASE OF ASSETS-NOTICE
MERGER OR PURCHASE OF ASSETS-NOTICE
A. | If the Insured shall, while this bond is in force, establish any additional offices, other
than by consolidation or merger with, or purchase or acquisition of assets or liabilities of,
another institution, such offices shall be automatically covered hereunder from the date of
such establishment without the requirement of notice to the Underwriter or the payment of
additional premium for the remainder of the premium period. |
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If the Insured shall, while this bond is in force, consolidate or merge with, or purchase or
acquire assets or liabilities of, another institution, the Insured shall not have such
coverage as is afforded under this bond for loss which |
(a) | has occurred or will occur in offices or premises, or |
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(b) | has been caused or will be caused by an employee or employees of such
institution, or |
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(c) | has arisen or will arise out of the assets or liabilities acquired by the Insured
as a result of such consolidation, merger or purchase or acquisition of assets or
liabilities unless the Insured shall |
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(i) | give the Underwriter written notice of the proposed consolidation,
merger or purchase or acquisition of assets or liabilities prior to the proposed
effective date of such action and |
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(ii) | obtain the written consent of the Underwriter to extend the coverage
provided by this bond to such additional offices or premises, Employees and other
exposures, and |
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(iii) | upon obtaining such consent, pay to the Underwriter an additional
premium. |
CHANGE OF CONTROL-NOTICE
B. | When the Insured learns of a change in control, it shall give written notice to the
Underwriter. |
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As used in this General Agreement, control means the power to determine the management or
policy of a controlling holding company or the Insured by virtue of voting-stock ownership. A
change in ownership of voting-stock which results in direct or indirect ownership by a
stockholder or an affiliated group of stockholders of ten percent (10%) or more of such stock
shall be presumed to result in a change of control for the purpose of the required notice. |
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Failure to give the required notice shall result in termination of coverage for any loss
involving a transferee, to be effective upon the date of stock transfer. |
REPRESENTATION OF INSURED
C. | 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. |
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Any misrepresentation, omission, concealment or incorrect statement of a material fact, in
the application or otherwise, shall be grounds for the rescission of this bond. |
JOINT INSURED
D. | If two or more Insureds are covered under this bond, the first named Insured shall act for
all Insureds. Payment by the Underwriter to the first named Insured of loss sustained by any
Insured shall fully release the Underwriter on account of such loss. If the first named
Insured ceases to be covered under this bond, the Insured next named shall thereafter be
considered as the first named Insured. Knowledge possessed or discovery made by any Insured
shall constitute knowledge or discovery by all Insureds for all purposes of this bond. The
liability of the Underwriter for loss or losses sustained by all Insureds shall not exceed the
amount for which the Underwriter would have been liable had all such loss or losses been
sustained by one Insured. |
NOTICE OF LEGAL PROCEEDINGS
AGAINST INSURED-ELECTION TO DEFEND
AGAINST INSURED-ELECTION TO DEFEND
E. | The Insured shall notify the Underwriter at the earliest practicable moment, not to exceed 30
days after notice thereof, of any legal proceeding brought to determine the Insureds
liability for any loss, claim or damage, which, if established, would constitute a collectible
loss under this bond. Concurrently, the Insured shall furnish copies of all pleadings and
pertinent papers to the Underwriter. |
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The Underwriter, at its sole option, may elect to conduct the defense of such legal
proceeding, in whole or in part. The defense by the Underwriter shall be in the Insureds
name through attorneys selected by the Underwriter. The Insured shall provide all reasonable
information and assistance required by the Underwriter for such defense. |
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If the Underwriter elects to defend the Insured, in whole or in part, any judgment against
the Insured on those counts or causes of action which the Underwriter defended on behalf of
the Insured or any settlement in which the Underwriter participates and all attorneys fees,
costs and expenses incurred by the Underwriter in the defense of the litigation shall be a
loss covered by this bond. |
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If the Insured does not give the notices required in subsection (a) of Section 5 of this bond
and in the first paragraph of this General Agreement, or if the Underwriter elects not to
defend any causes of action, neither a judgment against the Insured, nor a settlement of any
legal proceeding by the Insured, shall determine the existence, extent or amount of coverage
under this bond for loss sustained by the Insured, and the Underwriter shall not be liable
for any attorneys fees, costs and expenses incurred by the Insured. |
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With respect to this General Agreement, subsections (b) and (d) of Section 5 of this bond
apply upon the entry of such judgment or the occurrence of such settlement instead of upon
discovery of loss. In addition, the Insured must notify the Underwriter within 30 days after
such judgment is entered against it or after the Insured settles such legal proceeding, and,
subject to subsection (e) of Section 5, the Insured may not bring legal proceedings for the
recovery of such loss after the expiration of 24 months from the date of such final judgment
or settlement. |
CONDITIONS AND LIMITATIONS
DEFINITIONS
Section 1. As used in this bond:
(a) | Acceptance means a draft which the drawee has, by signature written thereon, engaged to honor
as presented. |
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(b) | Certificate of Deposit means an acknowledgment in writing by a financial institution of
receipt of Money with an engagement to repay it. |
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(c) | Certificate of Origin or Title means a document issued by a manufacturer of personal property
or a governmental agency evidencing the ownership of the personal property and by which
ownership is transferred. |
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(d) | Certified Security means a share, participation or other interest in property of or an
enterprise of the issuer or an obligation of the issuer, which is: |
(1) | represented by an instrument issued in bearer or registered form; |
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(2) | of a type commonly dealt in on securities exchanges or markets or commonly
recognized in any area in which it is issued or dealt in as a medium for investment; and |
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(3) | either one of a class or series or by its terms divisible into a class or series
of shares, participators, interests or obligations. |
(e) | Counterfeit means an imitation which is intended to deceive and to be taken as the original. |
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(f) | Document of Title means a bill of lading, dock warrant, dock receipt, warehouse receipt or
order for the delivery of goods, and also any other document which in the regular course of
business or financing is treated as adequately evidencing that the person in possession of it
is entitled to receive, hold and dispose of the document and the goods it covers and must
purport to be issued by or addressed to a bailee and
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purport to cover goods in the bailees possession which are either identified or are fungible
portions of an identified mass. |
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(g) | Employee means |
(1) | an officer or other employee of the Insured, while employed in, at, or by any of
the Insureds offices or premises covered hereunder, and a guest student pursuing
studies, or duties in any of said offices or premises; |
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(2) | a person provided by an employment contractor to perform employee duties for the
Insured under the Insureds supervision at any of the Insureds offices or premises
covered hereunder; |
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(3) | an employee of an institution merged or consolidated with the Insured prior to
the effective date of this bond; and |
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(4) | each natural person, partnership or corporation authorized by the Insured to
perform services as data processor of checks or other accounting records of the Insured
(not including preparation or modification of computer software or programs), herein
called Processor. Each such Processor, and the partners, officers and employees of such
Processor shall, collectively, be deemed to be one Employee for all the purposes of this
bond, excepting, however, the second paragraph of Section 12. A Federal Reserve Bank or
clearing house shall not be construed to be a processor. |
(h) | Evidence of Debt means an instrument, including a Negotiable Instrument, executed by a
customer of the Insured and held by the Insured which in the regular course of business is
treated as evidencing the customers debt to the Insured. |
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(i) | Forgery means the signing of the name of another person or organization with intent to
deceive; it does not mean a signature which consists in whole or in part of ones own name
signed with or without authority, in any capacity, for any purpose. |
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(j) | Guarantee means a written undertaking obligating the signer to pay the debt of another to the
Insured or its assignee or to a financial institution from which the Insured has purchased
participation in the debt, if the debt is not paid in accordance with its terms. |
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(k) | Letter of Credit means an engagement in writing by a bank or other person made at the request
of a customer that the bank or other person will honor drafts or other demands for payment
upon compliance with the conditions specified in the Letter of Credit. |
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(l) | Loan means all extensions of credit by the Insured and all transactions creating a creditor
relationship in favor of the Insured and all transactions by which the Insured assumes an
existing creditor relationship. |
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(m) | Money means a medium of exchange in current use authorized or adopted by a domestic or
foreign government as a part of its currency. |
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(n) | Negotiable Instrument means any writing |
(1) | signed by the maker or drawer; and |
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(2) | containing any unconditional promise or order to pay a sum certain in Money and
no other promise, order, obligation or power given by the maker or drawer; and |
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(3) | is payable on demand or at a definite time; and |
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(4) | is payable to order or bearer. |
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(o) | Property means Money, Certificated Securities, Negotiable Instruments, Certificates of
Deposit, Documents of Title, Acceptances, Evidences of Debt, Security Agreements, Certificates
of Origin or Title, Letters of Credit, insurance policies, abstracts of title, deeds and
mortgages on real estate, revenue and other stamps, and books of account and other records
whether recorded in writing or electronically. |
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(p) | Security Agreement means an agreement which creates an interest in personal property or
fixtures and which secures payment or performance of an obligation. |
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(q) | Transportation Company means any organization which provides its own or leased vehicles for
transportation or which provides freight forwarding or air express services. |
EXCLUSIONS
Section 2. This bond does not cover:
(a) | loss resulting directly or indirectly from forgery or alteration, except when covered under
Insuring Agreements (A), (D) or (E); |
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(b) | under Insuring Agreement (D), loss resulting from the forgery or alteration of or on a
Negotiable Instrument issued by the Insured in reliance upon a forged or altered Evidence of
Debt; |
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(c) | loss due to riot or civil commotion outside the United States of America and Canada; or loss
due to military, naval or usurped power, war or insurrection unless such loss occurs in
transit in the circumstances recited in Insuring Agreement (C), and unless, when such transit
was initiated, there was no knowledge of such riot, civil commotion, military, naval or
usurped power, war or insurrection on the part of any person acting for the Insured in
initiating such transit; |
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(d) | loss resulting directly or indirectly from the effects of nuclear fission or fusion or
radioactivity; provided, however, that this paragraph shall not apply to loss resulting from
industrial uses of nuclear energy; |
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(e) | loss resulting directly or indirectly from any acts of any director 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 of the Insured to perform specific, as distinguished from general, directorial
acts on behalf of the Insured; |
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(f) | loss resulting directly or indirectly from the complete or partial nonpayment of, or default
upon, any loan or transaction involving the Insured as a lender or borrower, or extension of
credit, including the purchase, discounting or other acquisition of false or genuine accounts,
invoices, notes, agreements or Evidences of Debt, whether such loan, transaction or extension
was procured in good faith or through trick artifice, fraud or false pretenses; except when
covered under Insuring Agreement (A), (D) or (E); |
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(g) | loss of Property while |
(1) | in the mail, or |
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(2) | in the custody of any Transportation Company, unless covered under Insuring
Agreement (C) except when covered under Insuring Agreement (A); |
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(h) | loss caused by an Employee, except when covered under Insuring Agreement (A) or when covered
under Insuring Agreement (B) or (C) and resulting directly from misplacement, mysterious
unexplainable disappearance or destruction of or damage to Property; |
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(i) | loss resulting directly or indirectly from trading, with or without the knowledge of the
Insured, whether or not represented by any indebtedness or balance shown to be due the Insured
on any customers account, actual or fictitious, and notwithstanding any act or omission on
the part of any Employee in connection with any account relating to such trading,
indebtedness, or balance, except when covered under Insuring Agreements (D) or (E); |
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(j) | loss resulting directly or indirectly from the use or purported use of credit, debit, charge,
access, convenience, identification or other cards; |
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(k) | potential income, including but not limited to interest and dividends, not realized by the
Insured; |
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(l) | damages of any type for which the Insured is legally liable, except compensatory damages, but
not multiples thereof, arising directly from a loss covered under this bond; |
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(m) | loss through the surrender of Property away from an office of the Insured as a result of a
threat |
(1) | to do bodily harm to any person, except loss of Property in transit in the
custody of any person acting as messenger provided that when such transit was initiated
there was no knowledge by the Insured of any such threat, or |
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(2) | to do damage to the premises or property of the Insured, except when covered
under Insuring Agreement (A); |
(n) | indirect or consequential loss of any nature; |
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(o) | loss resulting from any violation by the Insured or by any Employee |
(1) | of law regulating (i) the issuance, purchase or sale of securities, (ii)
securities transactions upon security exchanges or over the counter market, (iii)
investment companies, or (iv) investment advisers, or |
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(2) | of any rule or regulation made pursuant to any such law, unless it is established
by the Insured that the act or acts which caused the said loss involved fraudulent or
dishonest conduct which would have caused a loss to the Insured in a similar amount in
the absence of such laws, rules or regulations; |
(p) | loss resulting directly or indirectly from the failure of a financial or depository
institution, or its receiver or liquidator, to pay or deliver, on demand of the Insured, funds
or Property of the Insured held by it in any capacity, except when covered under Insuring
Agreements (A) or (B)(1)(a); |
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(q) | damages resulting from any civil, criminal or other legal proceeding in which the Insured is
alleged to have engaged in racketeering activity except when the Insured establishes that the
act or acts giving rise to such damages were committed by an Employee under circumstances
which result directly in a loss to the Insured covered by Insuring Agreement (A). For the
purposes of this exclusion, racketeering activity is defined in 18 United States Code 1961
et seq., as amended; |
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(r) | loss resulting directly or indirectly from any dishonest or fraudulent act or acts committed
by any non-Employee who is a securities, commodities, money, mortgage, real estate, loan,
insurance, property management, investment banking broker, agent or other representative of
the same general character; |
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(s) | loss, or that part of any loss, as the case may be, the proof of which, either as to its
factual existence or as to its amount, is dependent upon an inventory computation or a profit
and loss computation; |
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(t) | loss resulting directly or indirectly from counterfeiting, except when covered under Insuring
Agreement (A), (E) or (F); |
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(u) | all fees, costs and expenses incurred by the Insured; |
(1) | in establishing the existence of or amount of loss covered under this bond, or |
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(2) | as a party to any legal proceeding whether or not such legal proceeding exposes
the Insured to loss covered by this bond. |
DISCOVERY
Section 3. This bond applies to loss discovered by the Insured during the Bond Period. Discovery
occurs when the Insured first becomes aware of facts which would cause a reasonable person to
assume that a loss of a type covered by this bond has been or will be incurred, regardless of when
the act of acts causing or contributing to such loss occurred, even though the exact amount of
details of loss may not then be known.
Discovery also occurs when the Insured receives notice of an actual or potential claim in which it
is alleged that the Insured is liable to a third party under circumstances which, if true, would
constitute a loss under this bond.
LIMIT OF LIABILITY
Section 4.
Aggregate Limit of Liability
The Underwriters total liability for all losses discovered during the Bond Period shown in Item 2
of
the Declarations shall not exceed the Aggregate Limit of Liability shown in Item 3 of the
Declarations. The Aggregate Limit of Liability shall be reduced by the amount of any payment made
under the terms of this bond.
Upon exhaustion of the Aggregate Limit of Liability by such payments;
(a) | The Underwriter shall have no further liability for loss or losses regardless of when
discovered and whether or not previously reported to the Underwriter, and |
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(b) | The Underwriter shall have no obligation under General Agreement E to continue the defense of
the Insured, and upon notice by the Underwriter to the Insured that the Aggregate Limit of
Liability has been exhausted, the Insured shall assume all responsibility for its defense at
its own cost. |
The Aggregate Limit of Liability shall not be increased or reinstated by any recovery made and
applied in accordance with subsections (a), (b) and (c) of Section 7. In the event that a loss of
Property is settled by the Underwriter through the use of a lost instrument bond, such loss shall
not reduce the Aggregate Limit of Liability.
Single Loss Limit of Liability
Subject to the Aggregate Limit of Liability, the Underwriters liability for each Single Loss shall
not
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exceed the applicable Single Loss Limit of Liability shown in Item 4 of the Declarations. If a
Single
Loss is covered under more than one Insuring Agreement or Coverage, the maximum payable shall
not exceed the largest applicable Singel Loss Limit of Liability.
Single Loss Defined
Single Loss means all covered loss, including court costs and attorneys fees incurred by the
Underwriter under General Agreement E, resulting from
(a) | any one act or series of related acts of burglary, robbery or attempt thereat, in which no
Employee is implicated, or |
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(b) | any one act or series of related unintentional or negligent acts or omissions on the part of
any person (whether an Employee or not) resulting in damage to or destruction or misplacement
of Property, or |
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(c) | all acts or omissions other than those specified in (a) and (b) preceding, caused by any
person (whether an Employee or not) or in which such person is implicated, or |
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(d) | any one casualty or event not specified in (a), (b) or (c) preceding. |
NOTICE/PROOF-LEGAL PROCEEDINGS
AGAINST UNDERWRITER
AGAINST UNDERWRITER
Section 5.
(a) | At the earliest practicable moment, not to exceed 30 days, after discovery of loss, the
Insured shall give the Underwriter notice thereof. |
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(b) | Within 6 months after such discovery, the Insured shall furnish to the Underwriter proof of
loss, duly sworn to, with full particulars. |
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(c) | Lost Certified Securities listed in a proof of loss shall be identified by certificate or
bond numbers if such securities were issued therewith. |
|
(d) | Legal proceedings for the recovery of any loss hereunder shall not be brought prior to the
expiration of 60 days after the original proof of loss is filed with the Underwriter or after
the expiration of 24 months from the discovery of such loss. |
|
(e) | If any limitation embodied in this bond is prohibited by any law controlling the construction
hereof, such limitation shall be deemed to be amended so as to equal the minimum period of
limitation provided by such law. |
|
(f) | This bond affords coverage only in favor of the Insured. No suit, action or legal proceedings
shall be brought hereunder by any one other than the named Insured. |
VALUATION
Section 6. Any loss of Money, or loss payable in Money, shall be paid, at the option of the
Insured, in the Money of the country in which the loss was sustained or in the United States of
America dollar equivalent thereof determined at the rate of exchange at the time of payment of such
loss.
Securities
12
The Underwriter shall settle in kind its liability under this bond on account of a loss of any
securities or, at the option of the Insured, shall pay to the Insured the cost of replacing such
securities, determined by the market value thereof at the time of such settlement. In case of a
loss of subscription, conversion or redemption privileges through the misplacement or loss of
securities, the amount of such loss shall be the value of such privileges immediately preceding the
expiration thereof, if such securities cannot be replaced or have no quoted market value, or if
such privileges have no quoted market value, their value shall be determined by agreement or
arbitration.
If the applicable coverage of this bond is subject to a Deductible Amount and/or is not sufficient
in amount to indemnify the Insured in full for the loss of securities for which claim is made
hereunder, the liability of the Underwriter under this bond is limited to the payment for, or the
duplication of, so much of such securities as has a value equal to the amount of such applicable
coverage.
Books of Account and Other Records
In case of loss of, or damage to, any books of account or other records used by the Insured in its
business, the Underwriter shall be liable under this bond only if such books or records are
actually reproduced and then for more than the cost of the blank books, blank pages or other
materials plus the cost of labor for the actual transcription or copying of data which shall have
been furnished by the Insured in order to reproduce such books and other records.
Property other than Money, Securities or Records
In case of loss of, or damage to, any Property other than Money, securities, books of account or
other records, or damage covered under Insuring Agreement (B)(2), the Underwriter shall not be
liable for more than the actual cash value of such Property, or of items covered under Insuring
Agreement (B)(2). The Underwriter may, at its election, pay the actual cash value of, replace or
repair such property. Disagreement between the Underwriter and the Insured as to the cash value or
as to the adequacy of repair or replacement shall be resolved by arbitration.
ASSIGNMENT-SUBROGATION-RECOVERY-COOPERATION
Section 7.
(a) | In the event of payment under this bond, the Insured shall deliver, if so requested by the
Underwriter, an assignment of such of the Insureds rights, title and interest and causes of
action as it has against any person or entity to the extent of the loss payment. |
|
(b) | In the event of payment under this bond, the Underwriter shall be subrogated to all of the
Insureds rights of recovery therefor against any person or entity to the extent of such
payment. |
|
(c) | Recoveries, whether effected by the Underwriter or by the Insured, shall be applied net of
the expense of such recovery first to the satisfaction of the Insureds loss which would
otherwise have been paid but for the fact that it is in excess of either the Single or
Aggregate Limit of Liability, secondly, to the Underwriter as reimbursement of amounts paid in
settlement of the Insureds claim, and thirdly, to the Insured in satisfaction of any
Deductible Amount. Recovery on account of loss of securities as set forth in the second
paragraph of Section 6 or recovery from reinsurance and/or indemnity of the Underwriter shall
not be deemed a recovery as used herein. |
13
(d) | Upon the Underwriters request and at reasonable times and places designated by the
Underwriter the Insured shall |
(1) | submit to examination by the Underwriter and subscribe to the same under oath;
and |
||
(2) | produce for the Underwriters examination all pertinent records; and |
||
(3) | cooperate with the Underwriter in all matters pertaining to the loss. |
(e) | The Insured shall execute all papers and render assistance to secure to the Underwriter the
rights and causes of action provided for herein. The Insured shall do nothing after discovery
of loss to prejudice such rights or causes of action. |
LIMIT OF LIABILITY UNDER THIS BOND AND PRIOR INSURANCE
Section 8. With respect to any loss set forth in sub-section (c) of the final paragraph of Section
4 of this bond which is recoverable or recovered in whole or in part under any other bonds or
policies issued by the Underwriter to the Insured or to any predecessor in interest of the Insured
and terminated or canceled or allowed to expire and in which the period for discovery has not
expired at the time any such loss thereunder is discovered, the total liability of the Underwriter
under this bond and under such other bonds or policies shall not exceed, in the aggregate, the
amount carried hereunder on such loss or the amount available to the Insured under such other bonds
or policies, as limited by the terms and conditions thereof, for any such loss if the latter amount
be the larger.
If the coverage of this bond supersedes in whole or in part the coverage of any other bond or
policy of insurance issued by an Insurer other than the Underwriter and terminated, canceled or
allowed to expire, the Underwriter, with respect to any loss sustained prior to such termination,
cancelation or expiration and discovered within the period permitted under such other bond or
policy for the discovery of loss thereunder, shall be liable under this bond only for that part of
such loss covered by this bond as is in excess of the amount recoverable or recovered on account of
such loss under such other bond or policy, anything to the contrary in such other bond or policy
notwithstanding.
OTHER INSURANCE OR INDEMNITY
Section 9. Coverage afforded hereunder shall apply only as excess over any valid and collectible
insurance or indemnity obtained by the Insured, or by a Transportation Company, or by another
entity on whose premises the loss occurred or which employed the person causing the loss or the
messenger conveying the Property involved.
OWNERSHIP
Section 10. This bond shall apply to loss of Property (1) owned by the Insured, (2) held by the
Insured in any capacity, or (3) for which the Insured is legally liable. This bond shall be for the
sole use and benefit of the Insured named in the Declarations.
DEDUCTIBLE AMOUNT
Section 11. The Underwriter shall be liable hereunder only for the amount by which any single loss,
as defined in Section 4, exceeds the Single Loss Deductible amount for the Insuring Agreement or
Coverage applicable to such loss, subject to the Aggregate Limit of Liability and the applicable
Single Loss Limit of Liability.
The Insured shall, in the time and in the manner prescribed in this bond, give the Underwriter
notice of any loss of the kind covered by the terms of this bond, whether or not the Underwriter is
liable therefor, and upon the request of the Underwriter shall file with it a brief statement
giving the particulars concerning such loss.
14
TERMINATION OR CANCELATION
Section 12. This bond terminates as an entirety upon occurrence of any of the following:-(a) 60
days after the receipt by the Insured of a written notice from the Underwriter of its desire to
cancel this bond, or (b) immediately upon the receipt by the Underwriter of a written notice from
the Insured of its desire to cancel this bond, or (c) immediately upon the taking over of the
Insured by a receiver or other liquidator or by State or Federal officials, or (d) immediately upon
the taking over of the Insured by another institution, or (e) immediately upon exhaustion of the
Aggregate Limit of Liability, or (f) immediately upon expiration of the Bond Period as set forth in
Item 2 of the Declarations.
This bond terminates as to any Employee or any partner, officer or employee of any Processor-(a) as
soon as any Insured, or any director or officer not in collusion with such person, learns of any
dishonest or fraudulent act committed by such person at any time, whether in the employment of the
Insured or otherwise, whether or not of the type covered under Insuring Agreement (A), against the
Insured or any other person or entity, without prejudice to the loss of any Property then in
transit in the custody of such person, or (b) 15 days after the receipt by the Insured of a written
notice from the Underwriter of its desire to cancel this bond as to such person.
Termination of the bond as to any Insured terminates liability for any loss sustained by such
Insured which is discovered after the effective date of such termination.
15
RIDER #1
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: National Union Fire Insurance Company of Pittsburgh, Pa.
NORTH CAROLINA REQUIREMENTS
It is agreed that subsection (d) of Section 5 of the Bond or subsection (9) of the Policy is
deleted and replaced by the following:
Legal proceedings for the recovery of any loss hereunder shall not be brought prior to the
expiration of 60 days after the original proof of loss is filed with the Underwriter/Company
or after the expiration of 36 months from the discovery of such loss.
AUTHORIZED REPRESENTATIVE
16
RIDER #2
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
In consideration of the premium charged, it is hereby understood and agreed as follows:
1. | Email Reporting of Claims : In addition to the postal address set forth for any Notice of
Claim Reporting under this policy, such notice may also be given in writing pursuant to the
policys other terms and conditions to the Insurer by email at the following email address: |
|
c-claim@aig.com |
||
Your email must reference the policy number for this policy. The date of the Insurers
receipt of the emailed notice shall constitute the date of notice. |
||
In addition to Notice of Claim Reporting via email, notice may also be given to the Insurer
by mailing such notice to: c-Claim for Financial Lines, AIG Domestic Claims, Inc., 175 Water
Street, 9th Floor, New York, New York 10038 or faxing such notice to (866) 227-1750. |
||
2. | Definitions : For this endorsement only, the following definitions shall apply: |
(a) | Insurer means the Insurer, Underwriter or Company or other name
specifically ascribed in this policy as the insurance company or underwriter for this
policy. |
||
(b) | Notice of Claim Reporting means notice of claim/circumstance, notice of
loss or other reference in the policy designated for reporting of claims, loss or
occurrences or situations that may give rise or result in loss under this policy. |
||
(c) | Policy means the policy, bond or other insurance product to which this
endorsement is attached. |
3. | This endorsement does not apply to any Kidnap & Ransom/Extortion Coverage Section, if any,
provided by this policy. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
AUTHORIZED REPRESENTATIVE
17
RIDER #3
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
CANCELATION NOTICE
In consideration of the premium charged, it is hereby understood and agreed that:
1. | Section 12 TERMINATION OR CANCELATION of the attached bond is hereby amended by deleting
from the first sentence the words This bond terminates as an entirety upon occurrence of any
of the following: (a) 60 days after the receipt by the Insured of a written notice from the
Underwriter of its desire to cancel this bond, or ... and replacing them with the words 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 cancel 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. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
AUTHORIZED REPRESENTATIVE
18
RIDER #4
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
ERISA RIDER
It is agreed that:
1. | Employee as used in the attached bond shall include any natural person who is a director or
trustee of the Insured while such director or trustee is engaged in handling funds or other
property of any Employee Welfare or Pension Benefit Plan owned, controlled or operated by the
Insured or any natural person who is a trustee, manager, officer or employee of any such Plan. |
|
2. | If the bond, in accordance with the agreements, limitations and conditions thereof, covers
loss sustained by two or more Employee Welfare or Pension Benefit Plans or sustained by any
such Plan in addition to loss sustained by an Insured other than such Plan, it is the
obligation of the Insured or the Plan Administrator(s) of such Plans under Regulations
published by the Secretary of Labor implementing Section 13 of the Welfare and Pension Plans
Disclosure Act of 1958 to obtain under one or more bonds issued by one or more Insurers an
amount of coverage for each such Plan at least equal to that which would be required if such
Plans were bonded separately. |
|
3. | In compliance with the foregoing, payment by the Company in accordance with the agreements,
limitations and conditions of the bond shall be held by the Insured, or, if more than one, by
the Insured first named, for the use and benefit of any Employee Welfare or Pension Benefit
Plan sustaining loss so covered and to the extent that such payment is in excess of the amount
of coverage required by such Regulations to be carried by said Plan sustaining such loss, such
excess shall be held for the use and benefit of any other such Plan also covered in the event
that such other Plan discovers that it has sustained loss covered thereunder. |
|
4. | If money or other property of two or more Employee Welfare or Pension Benefit Plans covered
under the bond is commingled, recovery for loss of such money or other property through
fraudulent or dishonest acts of Employees shall be shared by such Plans on a pro rata basis in
accordance with the amount for which each such Plan is required to carry bonding coverage in
accordance with the applicable provisions of said Regulations. |
19
RIDER #4 (Continued)
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. |
AUTHORIZED REPRESENTATIVE
20
RIDER #5
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
COMPUTER SYSTEMS FRAUD INSURING AGREEMENT
It is agreed that:
1. | The attached bond is amended by adding an Insuring Agreement as follows: |
|
COMPUTER SYSTEMS FRAUD |
||
Loss resulting 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 General Agreement B of this bond; |
provided that the entry or change causes |
i) | Property to be transferred, paid or delivered, |
||
ii) | an account of the Insured, or of its customer, to be added, deleted, debited or
credited, or |
||
iii) | an unauthorized account or a fictitious account to be debited or credited. |
In this Insuring Agreement, fraudulent entry or change shall include such entry or change
made by an Employee of the Insured acting in good faith on an instruction from a software
contractor who has a written agreement with the Insured to design, implement or service
programs for a Computer System covered by this Insuring Agreement. |
||
2. | In addition to the Conditions and Limitations in this bond, the following, applicable to the
Computer Systems Fraud Insuring Agreement, are added: |
21
RIDER #5 (Continued)
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
compartments wherever located, |
||
(2) | systems and applications software, |
||
(3) | terminal devices, and |
||
(4) | related communication networks by which Electronic Data are
electronically collected, transmitted, processed, stored and retrieved; |
(C) | Electronic Data means facts or information converted to a form usable in a
Computer System by Computer Programs, and which is stored on magnetic tapes or disks, or
optical storage disks or other bulk media. |
EXCLUSIONS
(A) | loss resulting directly or indirectly from the assumption of liability by the
Insured by contract unless the other 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, or 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; |
22
RIDER #5 (Continued)
(E) | loss resulting directly or indirectly from the theft of confidential information. |
SERIES OF LOSSES
All loss or series of losses involving the fraudulent acts of one individual, or involving
fraudulent acts in which one individual is implicated, whether or not that individual is
specifically identified, shall be treated as a Single Loss and subject to the Single Loss
Limits 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. |
||
3. | The exclusion below, as found in financial bonds forms 14 and 25, does not apply to the
Computer Systems Fraud Insuring Agreement. |
|
loss involving any Uncertificated Security except an Uncertificated Security of any Federal
Reserve Bank of the United States or when covered under Insuring Agreement (A); |
AUTHORIZED REPRESENTATIVE
23
RIDER #6
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
AMEND COUNTERFEIT CURRENCY
(CURRENCY OF ANY COUNTRY)
(CURRENCY OF ANY COUNTRY)
It is agreed that:
1. | INSURING AGREEMENT F Counterfeit Currency is deleted and replaced with the following: |
|
2. | The Underwriter shall be liable under the attached Bond for: |
|
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. |
||
3. | 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 above stated. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
AUTHORIZED REPRESENTATIVE
24
RIDER #7
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
AMENDED RICO EXCLUSION
It is agreed that:
1. | Exclusion (q) is hereby amended by deleting the word alleged and replacing it with the word
adjudicated. |
|
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. |
AUTHORIZED REPRESENTATIVE
25
RIDER #8
This endorsement,
effective 12;01
am February 21, 2010 forms a part of
|
||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
REPRESENTATION OF THE INSURED
It is agreed that:
1. | General Agreement (C) REPRESENTATION OF INSURED is hereby deleted and replaced by the
following: |
REPRESENTATION OF INSURED
(C) | 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. |
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. |
AUTHORIZED REPRESENTATIVE
26
RIDER #9
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
NOTICE TO SEC OF CANCELLATION
It is agreed that:
1. | The Underwriter will mark its records to indicate that the Securities and Exchange Commission
is to be notified promptly concerning substantial modification of the attached bond, or the
cancellation of the attached bond as an entirety as provided under parts (a) and (b) of
Section 12, or as to any Employee or Partner covered thereunder, whether such modification or
cancellation be effected by notice from the Insured or the Underwriter. The Underwriter will
use its best efforts to so notify said Department but failure to so notify said Department
shall not impair or delay the effectiveness of any such modification or cancellation. |
|
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. |
AUTHORIZED REPRESENTATIVE
27
RIDER #10
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
COVERAGE TERRITORY ENDORSEMENT (OFAC)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Payment of loss under this 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 REMAIN UNCHANGED.
AUTHORIZED REPRESENTATIVE
28
RIDER #11
This endorsement, effective 12;01 am February 21, 2010 forms a part of | ||
bond number issued to |
01-571-57-40 TRIANGLE CAPITAL CORPORATION TRIANGLE MEZZANINE FUND, LLLP |
by: | National Union Fire Insurance Company of Pittsburgh, Pa. |
FORMS INDEX ENDORSEMENT
The contents of the Policy is comprised of the following forms:
EDITION | ||||
FORM NUMBER | DATE | FORM TITLE | ||
5867
|
06/90
|
FINANCIAL INSTITUTION BOND FORM #15 DEC |
||
51023
|
10/90
|
FINANCIAL FIDELITY FORM 15 GUTS |
||
SR 6169b
|
10/87
|
NORTH CAROLINA RIDER |
||
99758
|
08/08
|
NOTICE OF CLAIM (REPORTING BY E-MAIL) |
||
57632
|
06/93
|
CANCELATION NOTICE |
||
SR6145B
|
ERISA RIDER |
|||
SR6196
|
COMPUTER SYSTEMS FRAUD INSURING AGREEMENT |
|||
SYSLIB
|
AMEND COUNTERFEIT CURRENCY (CURRENCY OF ANY COUNTRY) |
|||
AMENDED RICO EXCLUSION |
||||
REPRESENTATION OF THE INSURED |
||||
NOTICE TO SEC OF CANCELLATION |
||||
89644
|
07/05
|
COVERAGE TERRITORY ENDORSEMENT (OFAC) |
||
78859
|
10/01
|
FORMS INDEX ENDORSEMENT |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
AUTHORIZED REPRESENTATIVE
29
3700 Glenwood Avenue, #530
Raleigh, NC 27612
Raleigh, NC 27612
Steven C. Lilly
Chief Financial Officer
And Secretary
Direct: 919.719-4789
Chief Financial Officer
And Secretary
Direct: 919.719-4789
Secretarys Certificate
The undersigned hereby certifies that the attached resolution of Triangle Capital Corporations
Board of Directors dated February 3, 2010 and titled Fidelity Bonding is authentic.
IN WITNESS
WHEREOF, I have hereunto set my hand as of the 3rd day of March, 2010.
/s/ Steven C. Lilly Steven C. Lilly, Secretary Triangle Capital Corporation |
RESOLUTION FOR MEETING
OF THE BOARD OF DIRECTORS OF
TRIANGLE CAPITAL CORPORATION (THE COMPANY)
OF THE BOARD OF DIRECTORS OF
TRIANGLE CAPITAL CORPORATION (THE COMPANY)
HELD FEBRUARY 3, 2010
FIDELITY BONDING
WHEREAS, the Board has reviewed the renewal of the Companys Investment Company Bond, issued
by National Union Fire Insurance Company of Pittsburgh, PA (the Fidelity Bond), which includes as
joint insured the Companys wholly owned subsidiary, Triangle Mezzanine Fund LLLP (the Fund); and
WHEREAS, the Board has considered, among other things: (i) the required amount of fidelity
bond coverage for a joint insured bond under the Investment Company Act of 1940 (the 1940 Act);
(ii) the form and amount of fidelity bond coverage in light of the value of the aggregate assets of
the Company and the Fund; (iii) the number of the insured parties; (iv) the amount of premium for
the Fidelity Bond allocable to the Company and the Fund, in the amounts of $10,553.25 and
$3,517.75, respectively, such premium allocable to the Company having been paid for the period of
February 21, 2010 through February 20, 2011; and (v) the comparative amount that the Company would
have had to pay if it had provided and maintained a single insured bond, such amount being
$10,553.25.
NOW, THEREFORE, BE IT RESOLVED, that the members of the Board approving these resolutions,
each of whom is not an interested person under the 1940 Act, hereby acknowledge and agree that the
Fidelity Bond is reasonable in form and amount.
FURTHER RESOLVED, that the appropriate officers of the Company be, and they hereby are,
authorized to enter into the Fidelity Bond for the Company.
FURTHER RESOLVED, that any and all previous actions taken by the Companys officers,
principals or agents in connection with the Fidelity Bond be, and hereby are, approved and ratified
as duly authorized actions of the Company.
FURTHER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is,
authorized and directed, for and on behalf of the Company, to file the Fidelity Bond with the
Securities and Exchange Commission (the SEC).
AGREEMENT REGARDING FIDELITY BONDING
This Agreement Regarding Fidelity Bonding is dated effective as of the 21st day of February,
2010, by and among Triangle Capital Corporation and Triangle Mezzanine Fund LLLP (the parties are
collectively referred to herein as the Insureds).
WHEREAS, the Insureds are parties to that certain Financial Institution Bond No. 01-571-57-40,
a joint insured fidelity bond issued by National Union Fire Insurance Company of Pittsburgh, PA in
the amount of $5,000,000 (the Bond); and
WHEREAS, pursuant to Rule 17g-1(f) under the Investment Company Act of 1940 (the Act), the
Insureds desire to document their agreement regarding any future recovery due to either or both of
the Insureds under the Bond;
NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth the
Insureds hereby agree as follows:
Each of the Insureds acknowledges and agrees that in the event recovery of any amounts is
received under the Bond as a result of a loss sustained by both of the Insureds, the Insureds shall
receive an equitable and proportionate share of the recovery, but at least equal to the amount
which either Insured would have received had it provided and maintained a single insured bond with
the minimum coverage required by Rule 17g-1(d)(1) under the Act.
[Signature Page Follows]
In Witness Whereof, the Insureds have caused this Agreement to be executed by their respective
officers, thereunto duly authorized, as of the day and year first above written.
TRIANGLE CAPITAL CORPORATION
By /s/ Garland S. Tucker, III
Name: Garland S. Tucker, III
Title: President, Chief Executive Officer and Chairman
of the Board of Directors
Title: President, Chief Executive Officer and Chairman
of the Board of Directors
TRIANGLE MEZZANINE FUND, LLLP
By: New Triangle GP, LLC, its general partner
By: Triangle Capital Corporation, its manager
By /s/ Garland S. Tucker, III
Name: Garland S. Tucker, III
Title: President, Chief Executive Officer and Chairman
of the Board of Directors
Title: President, Chief Executive Officer and Chairman
of the Board of Directors