New York
Menlo Park
Washington DC
London
Paris
Madrid
Tokyo
Beijing
Hong Kong
 
Laura M. DeVito
 
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
212 450 4178 tel
212 701 5178 fax
laura.devito@davispolk.com
 
 
June 22, 2010
 
Re:
GSC Investment Corp.
Investment Company Asset Protection Bond
   
File Nos.:
Securities Act File No. 333-138051
Securities Exchange Act File No. 001-33376
Investment Company Act File No. 814-00732
 
Securities and Exchange Commission
100 F Street, NE
Washington, D.C.  20549
 
Ladies and Gentlemen:
 
This filing is being made at the instruction of Eric P. Rubenfeld, Secretary of GSC Investment Corp. (the “ Company ”).  Pursuant to Rule 17g-1(g)(1)(A) under the Investment Company Act of 1940, please find enclosed herewith for filing with the Commission copies of the following documents for the period April 7, 2010 to April 7, 2011:
 
 
(i)
A copy of the investment company asset protection bond (the “ Bond ”) covering GSC Investment Corp. in the amount of $750,000.00 and Endorsements 1-3 thereto; and
 
 
(ii)
Form of resolution of a majority of the Directors who are not “interested” persons of the Company approving the amount, type, form and coverage of the Bond.
 
Premiums have been paid for the period April 7, 2010 to April 7, 2011.
 
Please contact the undersigned at 212-450-4178 if you have any questions regarding this filing.
 
Very truly yours,
 
 
/s/ Laura M. DeVito
Laura M. DeVito, Esq.
 
Enclosures
cc w/ enc:
Eric P. Rubenfeld
 

 
 

Exhibit 1

    Chubb Group of Insurance Companies     DECLARATIONS      
            FINANCIAL INSTITUTION INVESTMENT  
    15 Mountain View Road, Warren, New Jersey 07059   COMPANY ASSET PROTECTION BOND  
 
 
NAME OF ASSURED (including its Subsidiaries ):     Bond Number: 82126585      
 
GSC INVESTMENT CORP.                
            FEDERAL INSURANCE COMPANY  
 
 
500 CAMPUS DRIVE         Incorporated under the laws of Indiana    
FLORHAM PARK, NJ 07932         a stock insurance company herein called the COMPANY  
            Capital Center, 251 North Illinois, Suite 1100  
            Indianapolis, IN 46204-1927      
 
 
ITEM 1.   BOND PERIOD:   from   12:01 a.m. on   April 7, 2010          
      to   12:01 a.m. on   April 7, 2011          
 
ITEM 2.   LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:          
 
  If “Not Covered” is inserted below opposite any specified INSURING CLAUSE, such INSURING CLAUSE  
  and any other reference shall be deemed to be deleted. There shall be no deductible applicable to any  
  loss under INSURING CLAUSE 1. sustained by any Investment Company.      
 
                DEDUCTIBLE  
  INSURING CLAUSE       LIMIT OF LIABILITY   AMOUNT  
  1.   Employee         $ 750,000   $ 0  
  2.   On Premises       $ 750,000   $ 50,000  
  3.   In Transit         $ 750,000   $ 50,000  
  4.   Forgery or Alteration       $ 750,000   $ 50,000  
  5.   Extended Forgery       $ 750,000   $ 50,000  
  6.   Counterfeit Money       $ 750,000   $ 50,000  
  7.   Threats to Person       $ 750,000   $ 50,000  
  8.   Computer System       $ 750,000   $ 50,000  
  9.   Voice Initiated Funds Transfer Instruction   $ 750,000   $ 50,000  
  10.   Uncollectible Items of Deposit     $ 750,000   $ 50,000  
  11.   Audit Expense       $ 50,000   $ 5,000  
 
 
 
ITEM 3.   THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING  
  ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:        
 
  1 - 3                
 
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be  
valid unless also signed by an authorized representative of the Company.        

 


ICAP Bond (5-98) - Federal    
Form 17-02-1421 (Ed. 5-98)   Page 1 of 1  

 



  The COMPANY, in consideration of payment of the required premium, and in reliance  
  on the APPLICATION and all other statements made and information furnished to the  
  COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this  
  Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED  
  for:        
 
 
Insuring Clauses          
 
 
Employee   1.   Loss resulting directly from Larceny or Embezzlement committed by any  
    Employee , alone or in collusion with others.  
 
 
 
On Premises   2.   Loss of Property resulting directly from robbery, burglary, false pretenses,  
    common law or statutory larceny, misplacement, mysterious unexplainable  
    disappearance, damage, destruction or removal, from the possession, custody or  
    control of the ASSURED, while such Property is lodged or deposited at premises  
    located anywhere.  
 
 
In Transit   3.   Loss of Property resulting directly from common law or statutory larceny,  
    misplacement, mysterious unexplainable disappearance, damage or destruction,  
    while the Property is in transit anywhere:  
 
    a.   in an armored motor vehicle, including loading and unloading thereof,  
 
    b.   in the custody of a natural person acting as a messenger of the ASSURED,  
      or    
 
    c.   in the custody of a Transportation Company and being transported in a  
      conveyance other than an armored motor vehicle provided, however, that  
      covered Property transported in such manner is limited to the following:  
 
      (1)   written records,  
 
      (2)   securities issued in registered form, which are not endorsed or are  
        restrictively endorsed, or  
 
      (3)   negotiable instruments not payable to bearer, which are not endorsed  
        or are restrictively endorsed.  
 
    Coverage under this INSURING CLAUSE begins immediately on the receipt of  
    such Property by the natural person or Transportation Company and ends  
    immediately on delivery to the premises of the addressee or to any representative  
    of the addressee located anywhere.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 1 of 19  

 



Insuring Clauses          
(continued)          
 
 
Forgery Or Alteration   4.   Loss resulting directly from:  
    a.   Forgery on, or fraudulent material alteration of, any bills of exchange,  
      checks, drafts, acceptances, certificates of deposits, promissory notes, due  
      bills, money orders, orders upon public treasuries, letters of credit, other  
      written promises, orders or directions to pay sums certain in money, or  
      receipts for the withdrawal of Property , or  
 
    b.   transferring, paying or delivering any funds or other Property , or establishing  
      any credit or giving any value in reliance on any written instructions, advices  
      or applications directed to the ASSURED authorizing or acknowledging the  
      transfer, payment, delivery or receipt of funds or other Property , which  
      instructions, advices or applications fraudulently purport to bear the  
      handwritten signature of any customer of the ASSURED, or shareholder or  
      subscriber to shares of an Investment Company , or of any financial  
      institution or Employee but which instructions, advices or applications either  
      bear a Forgery or have been fraudulently materially altered without the  
      knowledge and consent of such customer, shareholder, subscriber, financial  
      institution or Employee ;  
 
    excluding, however, under this INSURING CLAUSE any loss covered under  
    INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING  
    CLAUSE 5. is provided for in the DECLARATIONS of this Bond.  
 
    For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile  
    signature is treated the same as a handwritten signature.  
 
 
Extended Forgery   5.   Loss resulting directly from the ASSURED having, in good faith, and in the  
    ordinary course of business, for its own account or the account of others in any  
    capacity:    
 
    a.   acquired, accepted or received, accepted or received, sold or delivered, or  
      given value, extended credit or assumed liability, in reliance on any original  
      Securities, documents or other written instruments which prove to:  
 
      (1)   bear a Forgery or a fraudulently material alteration,  
 
      (2)   have been lost or stolen, or  
 
      (3)   be Counterfeit , or  
 
    b.   guaranteed in writing or witnessed any signatures on any transfer,  
      assignment, bill of sale, power of attorney, guarantee, endorsement or other  
      obligation upon or in connection with any Securities, documents or other  
      written instruments .  
 
    Actual physical possession, and continued actual physical possession if taken as  
    collateral, of such Securities, documents or other written instruments by an  
    Employee, Custodian , or a Federal or State chartered deposit institution of the  
    ASSURED is a condition precedent to the ASSURED having relied on such items.  
    Release or return of such collateral is an acknowledgment by the ASSURED that it  
    no longer relies on such collateral.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 2 of 19  

 



Insuring Clauses          
 
 
Extended Forgery     For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile  
(continued)     signature is treated the same as a handwritten signature.  
 
 
Counterfeit Money   6.   Loss resulting directly from the receipt by the ASSURED in good faith of any  
    Counterfeit money.  
 
 
Threats To Person   7.   Loss resulting directly from surrender of Property away from an office of the  
    ASSURED as a result of a threat communicated to the ASSURED to do bodily  
    harm to an Employee as defined in Section 1.e. (1), (2) and (5), a Relative or  
    invitee of such Employee , or a resident of the household of such Employee , who  
    is, or allegedly is, being held captive provided, however, that prior to the surrender  
    of such Property :  
 
    a.   the Employee who receives the threat has made a reasonable effort to  
      notify an officer of the ASSURED who is not involved in such threat, and  
 
    b.   the ASSURED has made a reasonable effort to notify the Federal Bureau of  
      Investigation and local law enforcement authorities concerning such threat.  
 
    It is agreed that for purposes of this INSURING CLAUSE, any Employee of the  
    ASSURED, as set forth in the preceding paragraph, shall be deemed to be an  
    ASSURED hereunder, but only with respect to the surrender of money, securities  
    and other tangible personal property in which such Employee has a legal or  
    equitable interest.  
 
 
Computer System   8.   Loss resulting directly from fraudulent:  
    a.   entries of data into, or  
 
    b.   changes of data elements or programs within,  
 
    a Computer System , provided the fraudulent entry or change causes:  
 
      (1)   funds or other property to be transferred, paid or delivered,  
 
      (2)   an account of the ASSURED or of its customer to be added, deleted,  
        debited or credited, or  
 
      (3)   an unauthorized account or a fictitious account to be debited or  
        credited.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 3 of 19  

 



Insuring Clauses        
(continued)        
 
 
Voice Initiated Funds   9.   Loss resulting directly from Voice Initiated Funds Transfer Instruction directed  
Transfer Instruction     to the ASSURED authorizing the transfer of dividends or redemption proceeds of  
    Investment Company shares from a Customer's account, provided such Voice  
    Initiated Funds Transfer Instruction was:  
 
    a.   received at the ASSURED'S offices by those Employees of the ASSURED  
      specifically authorized to receive the Voice Initiated Funds Transfer  
      Instruction ,  
 
    b.   made by a person purporting to be a Customer , and  
 
    c.   made by said person for the purpose of causing the ASSURED or Customer  
      to sustain a loss or making an improper personal financial gain for such  
      person or any other person.  
 
    In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated  
    Funds Transfer Instructions must be received and processed in accordance with  
    the Designated Procedures outlined in the APPLICATION furnished to the  
    COMPANY.  
 
 
Uncollectible Items of   10.   Loss resulting directly from the ASSURED having credited an account of a  
Deposit     customer, shareholder or subscriber on the faith of any Items of Deposit which  
    prove to be uncollectible, provided that the crediting of such account causes:  
 
    a.   redemptions or withdrawals to be permitted,  
 
    b.   shares to be issued, or  
 
    c.   dividends to be paid,  
 
    from an account of an Investment Company .  
 
    In order for coverage to apply under this INSURING CLAUSE, the ASSURED  
    must hold Items of Deposit for the minimum number of days stated in the  
    APPLICATION before permitting any redemptions or withdrawals, issuing any  
    shares or paying any dividends with respect to such Items of Deposit .  
 
    Items of Deposit shall not be deemed uncollectible until the ASSURED'S  
    standard collection procedures have failed.  
 
 
Audit Expense   11.   Expense incurred by the ASSURED for that part of the cost of audits or  
    examinations required by any governmental regulatory authority or self-regulatory  
    organization to be conducted by such authority, organization or their appointee by  
    reason of the discovery of loss sustained by the ASSURED and covered by this  
    Bond.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 4 of 19  

 



General Agreements        
 
 
Additional Companies   A.   If more than one corporation, or Investment Company , or any combination of  
Included As Assured     them is included as the ASSURED herein:  
    (1)   The total liability of the COMPANY under this Bond for loss or losses  
      sustained by any one or more or all of them shall not exceed the limit for  
      which the COMPANY would be liable under this Bond if all such loss were  
      sustained by any one of them.  
 
    (2)   Only the first named ASSURED shall be deemed to be the sole agent of the  
      others for all purposes under this Bond, including but not limited to the giving  
      or receiving of any notice or proof required to be given and for the purpose of  
      effecting or accepting any amendments to or termination of this Bond. The  
      COMPANY shall furnish each Investment Company with a copy of the  
      Bond and with any amendment thereto, together with a copy of each formal  
      filing of claim by any other named ASSURED and notification of the terms of  
      the settlement of each such claim prior to the execution of such settlement.  
 
    (3)   The COMPANY shall not be responsible for the proper application of any  
      payment made hereunder to the first named ASSURED.  
 
    (4)   Knowledge possessed or discovery made by any partner, director, trustee,  
      officer or supervisory employee of any ASSURED shall constitute knowledge  
      or discovery by all the ASSUREDS for the purposes of this Bond.  
 
    (5)   If the first named ASSURED ceases for any reason to be covered under this  
      Bond, then the ASSURED next named on the APPLICATION shall thereafter  
      be considered as the first named ASSURED for the purposes of this Bond.  
 
 
Representation Made By   B.   The ASSURED represents that all information it has furnished in the  
Assured     APPLICATION for this Bond or otherwise is complete, true and correct. Such  
    APPLICATION and other information constitute part of this Bond.  
 
    The ASSURED must promptly notify the COMPANY of any change in any fact or  
    circumstance which materially affects the risk assumed by the COMPANY under  
    this Bond.  
 
    Any intentional misrepresentation, omission, concealment or incorrect statement of  
    a material fact, in the APPLICATION or otherwise, shall be grounds for recision of  
    this Bond.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 5 of 19  

 



General Agreements        
(continued)        
 
Additional Offices Or   C.   If the ASSURED, other than an Investment Company , while this Bond is in force,  
Employees - Consolidation,     merges or consolidates with, or purchases or acquires assets or liabilities of  
Merger Or Purchase Or     another institution, the ASSURED shall not have the coverage afforded under this  
Acquisition Of Assets Or     Bond for loss which has:  
Liabilities - Notice To     (1)   occurred or will occur on premises, or  
Company        
    (2)   been caused or will be caused by an employee, or  
    (3)   arisen or will arise out of the assets or liabilities,  
    of such institution, unless the ASSURED:  
    a.   gives the COMPANY written notice of the proposed consolidation, merger or  
      purchase or acquisition of assets or liabilities prior to the proposed effective  
      date of such action, and  
    b.   obtains the written consent of the COMPANY to extend some or all of the  
      coverage provided by this Bond to such additional exposure, and  
    c.   on obtaining such consent, pays to the COMPANY an additional premium.  
 
 
Change Of Control -   D.   When the ASSURED learns of a change in control (other than in an Investment  
Notice To Company     Company ), as set forth in Section 2(a) (9) of the Investment Company Act of  
    1940,   the ASSURED shall within sixty (60) days give written notice to the  
    COMPANY setting forth:  
    (1)   the names of the transferors and transferees (or the names of the beneficial  
      owners if the voting securities are registered in another name),  
    (2)   the total number of voting securities owned by the transferors and the  
      transferees (or the beneficial owners), both immediately before and after the  
      transfer, and  
    (3)   the total number of outstanding voting securities.  
    Failure to give the required notice shall result in termination of coverage for any  
    loss involving a transferee, to be effective on the date of such change in control.  
 
 
Court Costs And   E.   The COMPANY will indemnify the ASSURED for court costs and reasonable  
Attorneys’ Fees     attorneys' fees incurred and paid by the ASSURED in defense, whether or not  
    successful, whether or not fully litigated on the merits and whether or not settled,  
    of any claim, suit or legal proceeding with respect to which the ASSURED would  
    be entitled to recovery under this Bond. However, with respect to INSURING  
    CLAUSE 1., this Section shall only apply in the event that:  
    (1)   an Employee admits to being guilty of Larceny or Embezzlement ,  
    (2)   an Employee is adjudicated to be guilty of Larceny or Embezzlement , or  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 6 of 19  

 



General Agreements      
 
 
Court Costs And   (3)   in the absence of 1 or 2 above, an arbitration panel agrees, after a review of  
Attorneys’ Fees     an agreed statement of facts between the COMPANY and the ASSURED,  
(continued)     that an Employee would be found guilty of Larceny or Embezzlement if  
    such Employee were prosecuted.  
 
  The ASSURED shall promptly give notice to the COMPANY of any such suit or  
  legal proceeding and at the request of the COMPANY shall furnish copies of all  
  pleadings and pertinent papers to the COMPANY. The COMPANY may, at its  
  sole option, elect to conduct the defense of all or part of such legal proceeding.  
  The defense by the COMPANY shall be in the name of the ASSURED through  
  attorneys selected by the COMPANY. The ASSURED shall provide all reasonable  
  information and assistance as required by the COMPANY for such defense.  
 
  If the COMPANY declines to defend the ASSURED, no settlement without the  
  prior written consent of the COMPANY nor judgment against the ASSURED shall  
  determine the existence, extent or amount of coverage under this Bond.  
 
  If the amount demanded in any such suit or legal proceeding is within the  
  DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court  
  costs and attorney's fees incurred in defending all or part of such suit or legal  
  proceeding.  
 
  If the amount demanded in any such suit or legal proceeding is in excess of the  
  LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable  
  INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees  
  incurred in defending all or part of such suit or legal proceedings is limited to the  
  proportion of such court costs and attorney's fees incurred that the LIMIT OF  
  LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING  
  CLAUSE bears to the total of the amount demanded in such suit or legal  
  proceeding.  
 
  If the amount demanded is any such suit or legal proceeding is in excess of the  
  DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM  
  2.   of the DECLARATIONS for the applicable INSURING CLAUSE, the  
  COMPANY'S liability for court costs and attorney's fees incurred in defending all or  
  part of such suit or legal proceedings shall be limited to the proportion of such  
  court costs or attorney's fees that the amount demanded that would be payable  
  under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total  
  amount demanded.  
 
  Amounts paid by the COMPANY for court costs and attorneys' fees shall be in  
  addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 7 of 19  

 



Conditions And          
Limitations          
 
 
Definitions   1.   As used in this Bond:  
    a.   Computer System means a computer and all input, output, processing,  
      storage, off-line media libraries, and communication facilities which are  
      connected to the computer and which are under the control and supervision  
      of the operating system(s) or application(s) software used by the ASSURED.  
 
    b.   Counterfeit means an imitation of an actual valid original which is intended  
      to deceive and be taken as the original.  
 
    c.   Custodian means the institution designated by an Investment Company to  
      maintain possession and control of its assets.  
 
    d.   Customer means an individual, corporate, partnership, trust customer,  
      shareholder or subscriber of an Investment Company which has a written  
      agreement with the ASSURED for Voice Initiated Funds Transfer  
      Instruction .  
 
    e.   Employee means:  
 
      (1)   an officer of the ASSURED,  
 
      (2)   a natural person while in the regular service of the ASSURED at any of  
        the ASSURED'S premises and compensated directly by the ASSURED  
        through its payroll system and subject to the United States Internal  
        Revenue Service Form W-2 or equivalent income reporting plans of  
        other countries, and whom the ASSURED has the right to control and  
        direct both as to the result to be accomplished and details and means  
        by which such result is accomplished in the performance of such  
        service,  
 
      (3)   a guest student pursuing studies or performing duties in any of the  
        ASSURED'S premises,  
 
      (4)   an attorney retained by the ASSURED and an employee of such  
        attorney while either is performing legal services for the ASSURED,  
 
      (5)   a natural person provided by an employment contractor to perform  
        employee duties for the ASSURED under the ASSURED'S supervision  
        at any of the ASSURED'S premises,  
 
      (6)   an employee of an institution merged or consolidated with the  
        ASSURED prior to the effective date of this Bond,  
 
      (7)   a director or trustee of the ASSURED, but only while performing acts  
        within the scope of the customary and usual duties of any officer or  
        other employee of the ASSURED or while acting as a member of any  
        committee duly elected or appointed to examine or audit or have  
        custody of or access to Property of the ASSURED, or  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 8 of 19  

 



Conditions And        
Limitations        
 
 
Definitions   (8)   each natural person, partnership or corporation authorized by written  
(continued)     agreement with the ASSURED to perform services as electronic data  
    processor of checks or other accounting records related to such checks but  
    only while such person, partnership or corporation is actually performing  
    such services and not:  
 
    a.   creating, preparing, modifying or maintaining the ASSURED'S  
      computer software or programs, or  
 
    b.   acting as transfer agent or in any other agency capacity in issuing  
      checks, drafts or securities for the ASSURED,  
 
  (9)   any partner, officer or employee of an investment advisor, an underwriter  
    (distributor), a transfer agent or shareholder accounting recordkeeper, or an  
    administrator, for an Investment Company while performing acts coming  
    within the scope of the customary and usual duties of an officer or employee  
    of an Investment Company or acting as a member of any committee duly  
    elected or appointed to examine, audit or have custody of or access to  
    Property of an Investment Company .  
 
    The term Employee shall not include any partner, officer or employee of a  
    transfer agent, shareholder accounting recordkeeper or administrator:  
 
    a.   which is not an "affiliated person" (as defined in Section 2(a) of the  
      Investment Company Act of 1940) of an Investment Company or of  
      the investment advisor or underwriter (distributor) of such Investment  
      Company , or  
 
    b.   which is a "bank" (as defined in Section 2(a) of the Investment  
      Company Act of 1940).  
 
      This Bond does not afford coverage in favor of the employers of  
      persons as set forth in e. (4), (5) and (8) above, and upon payment to  
      the ASSURED by the COMPANY resulting directly from Larceny or  
      Embezzlement committed by any of the partners, officers or  
      employees of such employers, whether acting alone or in collusion with  
      others, an assignment of such of the ASSURED'S rights and causes of  
      action as it may have against such employers by reason of such acts  
      so committed shall, to the extent of such payment, be given by the  
      ASSURED to the COMPANY, and the ASSURED shall execute all  
      papers necessary to secure to the COMPANY the rights provided for  
      herein.  
 
    Each employer of persons as set forth in e.(4), (5) and (8) above and the  
    partners, officers and other employees of such employers shall collectively  
    be deemed to be one person for all the purposes of this Bond; excepting,  
    however, the fifth paragraph of Section 13.  
 
    Independent contractors not specified in e.(4), (5) or (8) above,  
    intermediaries, agents, brokers or other representatives of the same general  
    character shall not be considered Employees .  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 9 of 19  

 



Conditions And      
Limitations      
 
 
Definitions   f.   Forgery means the signing of the name of another natural person with the  
(continued)     intent to deceive but does not mean a signature which consists in whole or in  
    part of one's own name, with or without authority, in any capacity for any  
    purpose.  
 
  g.   Investment Company means any investment company registered under the  
    Investment Company Act of 1940 and listed under the NAME OF ASSURED  
    on the DECLARATIONS.  
 
  h.   Items of Deposit means one or more checks or drafts drawn upon a  
    financial institution in the United States of America.  
 
  i.   Larceny or Embezzlement means larceny or embezzlement as defined in  
    Section 37 of the Investment Company Act of 1940.  
 
  j.   Property means money, revenue and other stamps; securities; including any  
    note, stock, treasury stock, bond, debenture, evidence of indebtedness,  
    certificate of deposit, certificate of interest or participation in any profit-  
    sharing agreement, collateral trust certificate, preorganization certificate or  
    subscription, transferable share, investment contract, voting trust certificate,  
    certificate of deposit for a security, fractional undivided interest in oil, gas, or  
    other mineral rights, any interest or instruments commonly known as a  
    security under the Investment Company Act of 1940, any other certificate of  
    interest or participation in, temporary or interim certificate for, receipt for,  
    guarantee of, or warrant or right to subscribe to or purchase any of the  
    foregoing; bills of exchange; acceptances; checks; withdrawal orders; money  
    orders; travelers' letters of credit; bills of lading; abstracts of title; insurance  
    policies, deeds, mortgages on real estate and/or upon chattels and interests  
    therein; assignments of such policies, deeds or mortgages; other valuable  
    papers, including books of accounts and other records used by the  
    ASSURED in the conduct of its business (but excluding all electronic data  
    processing records); and, all other instruments similar to or in the nature of  
    the foregoing in which the ASSURED acquired an interest at the time of the  
    ASSURED'S consolidation or merger with, or purchase of the principal  
    assets of, a predecessor or which are held by the ASSURED for any  
    purpose or in any capacity and whether so held gratuitously or not and  
    whether or not the ASSURED is liable therefor.  
 
  k.   Relative means the spouse of an Employee or partner of the ASSURED  
    and any unmarried child supported wholly by, or living in the home of, such  
    Employee or partner and being related to them by blood, marriage or legal  
    guardianship.  
 
  l.   Securities, documents or other written instruments means original  
    (including original counterparts) negotiable or non-negotiable instruments, or  
    assignments thereof, which in and of themselves represent an equitable  
    interest, ownership, or debt and which are in the ordinary course of business  
    transferable by delivery of such instruments with any necessary  
    endorsements or assignments.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 10 of 19  

 



Conditions And        
Limitations        
 
 
Definitions     m.   Subsidiary means any organization that, at the inception date of this Bond,  
(continued)       is named in the APPLICATION or is created during the BOND PERIOD and  
      of which more than fifty percent (50%) of the outstanding securities or voting  
      rights representing the present right to vote for election of directors is owned  
      or controlled by the ASSURED either directly or through one or more of its  
      subsidiaries.  
 
    n.   Transportation Company means any organization which provides its own  
      or its leased vehicles for transportation or which provides freight forwarding  
      or air express services.  
 
    o.   Voice Initiated Election means any election concerning dividend options  
      available to Investment Company shareholders or subscribers which is  
      requested by voice over the telephone.  
 
    p.   Voice Initiated Redemption means any redemption of shares issued by an  
      Investment Company which is requested by voice over the telephone.  
 
    q.   Voice Initiated Funds Transfer Instruction means any Voice Initiated  
      Redemption or Voice Initiated Election .  
 
    For the purposes of these definitions, the singular includes the plural and the  
    plural includes the singular, unless otherwise indicated.  
 
 
General Exclusions -   2.   This bond does not directly or indirectly cover:  
Applicable to All Insuring     a.   loss not reported to the COMPANY in writing within sixty (60) days after  
Clauses       termination of this Bond as an entirety;  
 
    b.   loss due to riot or civil commotion outside the United States of America and  
      Canada, or any loss due to military, naval or usurped power, war or  
      insurrection. This Section 2.b., however, shall not apply to loss which occurs  
      in transit in the circumstances recited in INSURING CLAUSE 3., provided  
      that when such transit was initiated there was no knowledge on the part of  
      any person acting for the ASSURED of such riot, civil commotion, military,  
      naval or usurped power, war or insurrection;  
 
    c.   loss resulting from the effects of nuclear fission or fusion or radioactivity;  
 
    d.   loss of potential income including, but not limited to, interest and dividends  
      not realized by the ASSURED or by any customer of the ASSURED;  
 
    e.   damages of any type for which the ASSURED is legally liable, except  
      compensatory damages, but not multiples thereof, arising from a loss  
      covered under this Bond;  
 
    f.   costs, fees and expenses incurred by the ASSURED in establishing the  
      existence of or amount of loss under this Bond, except to the extent covered  
      under INSURING CLAUSE 11.;  
 
    g.   loss resulting from indirect or consequential loss of any nature;  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 11 of 19  

 



Conditions And            
Limitations            
 
General Exclusions -     h.   loss resulting from dishonest acts by any member of the Board of Directors  
Applicable to All Insuring       or Board of Trustees of the ASSURED who is not an Employee , acting  
Clauses       alone or in collusion with others;  
(continued)     i.   loss, or that part of any loss, resulting solely from any violation by the  
      ASSURED or by any Employee :  
      (1)   of any law regulating:  
        a.   the issuance, purchase or sale of securities,  
        b.   securities transactions on security or commodity exchanges or  
          the over the counter market,  
        c.   investment companies,  
        d.   investment advisors, or  
      (2)   of any rule or regulation made pursuant to any such law; or  
    j.   loss of confidential information, material or data;  
    k.   loss resulting from voice requests or instructions received over the  
      telephone, provided however, this Section 2.k. shall not apply to INSURING  
      CLAUSE 7. or 9.  
 
 
Specific Exclusions -   3.   This Bond does not directly or indirectly cover:  
Applicable To All Insuring     a.   loss caused by an Employee , provided, however, this Section 3.a. shall not  
Clauses Except Insuring       apply to loss covered under INSURING CLAUSE 2. or 3. which results  
Clause 1.       directly from misplacement, mysterious unexplainable disappearance, or  
      damage or destruction of Property ;  
    b.   loss through the surrender of property away from premises of the ASSURED  
      as a result of a threat:  
      (1)   to do bodily harm to any natural person, except loss of Property in  
        transit in the custody of any person acting as messenger of the  
        ASSURED, provided that when such transit was initiated there was no  
        knowledge by the ASSURED of any such threat, and provided further  
        that this Section 3.b. shall not apply to INSURING CLAUSE 7., or  
      (2)   to do damage to the premises or Property of the ASSURED;  
    c.   loss resulting from payments made or withdrawals from any account  
      involving erroneous credits to such account;  
    d.   loss involving Items of Deposit which are not finally paid for any reason  
      provided however, that this Section 3.d. shall not apply to INSURING  
      CLAUSE 10.;  
    e.   loss of property while in the mail;  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 12 of 19  

 



Conditions And        
Limitations        
 
 
Specific Exclusions -     f.   loss resulting from the failure for any reason of a financial or depository  
Applicable To All Insuring       institution, its receiver or other liquidator to pay or deliver funds or other  
Clauses Except Insuring       Property to the ASSURED provided further that this Section 3.f. shall not  
Clause 1.       apply to loss of Property resulting directly from robbery, burglary,  
(continued)       misplacement, mysterious unexplainable disappearance, damage,  
      destruction or removal from the possession, custody or control of the  
      ASSURED.  
 
    g.   loss of Property while in the custody of a Transportation Company ,  
      provided however, that this Section 3.g. shall not apply to INSURING  
      CLAUSE 3.;  
 
    h.   loss resulting from entries or changes made by a natural person with  
      authorized access to a Computer System who acts in good faith on  
      instructions, unless such instructions are given to that person by a software  
      contractor or its partner, officer, or employee authorized by the ASSURED to  
      design, develop, prepare, supply, service, write or implement programs for  
      the ASSURED's Computer System ; or  
 
    i.   loss resulting directly or indirectly from the input of data into a Computer  
      System terminal, either on the premises of the customer of the ASSURED  
      or under the control of such a customer, by a customer or other person who  
      had authorized access to the customer's authentication mechanism.  
 
 
Specific Exclusions -   4.   This bond does not directly or indirectly cover:  
Applicable To All Insuring     a.   loss resulting from the complete or partial non-payment of or default on any  
Clauses Except Insuring       loan whether such loan was procured in good faith or through trick, artifice,  
Clauses 1., 4., And 5.       fraud or false pretenses; provided, however, this Section 4.a. shall not apply  
      to INSURING CLAUSE 8.;  
 
    b.   loss resulting from forgery or any alteration;  
 
    c.   loss involving a counterfeit provided, however, this Section 4.c. shall not  
      apply to INSURING CLAUSE 5. or 6.  
 
 
Limit Of Liability/Non-   5.   At all times prior to termination of this Bond, this Bond shall continue in force for  
Reduction And Non-     the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS,  
Accumulation Of Liability     notwithstanding any previous loss for which the COMPANY may have paid or be  
    liable to pay under this Bond provided, however, that the liability of the COMPANY  
    under this Bond with respect to all loss resulting from:  
 
    a.   any one act of burglary, robbery or hold-up, or attempt thereat, in which no  
      Employee is concerned or implicated, or  
 
    b.   any one unintentional or negligent act on the part of any one person  
      resulting in damage to or destruction or misplacement of Property , or  
 
    c.   all acts, other than those specified in a. above, of any one person, or  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 13 of 19  

 



Conditions And        
Limitations        
 
 
Limit Of Liability/Non-     d.   any one casualty or event other than those specified in a., b., or c. above,  
Reduction And Non-     shall be deemed to be one loss and shall be limited to the applicable LIMIT OF  
Accumulation Of Liability     LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of  
(continued)     the total amount of such loss or losses and shall not be cumulative in amounts  
    from year to year or from period to period.  
 
    All acts, as specified in c. above, of any one person which  
 
    i.   directly or indirectly aid in any way wrongful acts of any other person or  
      persons, or  
 
    ii.   permit the continuation of wrongful acts of any other person or persons  
 
    whether such acts are committed with or without the knowledge of the wrongful  
    acts of the person so aided, and whether such acts are committed with or without  
    the intent to aid such other person, shall be deemed to be one loss with the  
    wrongful acts of all persons so aided.  
 
 
Discovery   6.   This Bond applies only to loss first discovered by an officer of the ASSURED  
    during the BOND PERIOD. Discovery occurs at the earlier of an officer of the  
    ASSURED being aware of:  
 
    a.   facts which may subsequently result in a loss of a type covered by this Bond,  
      or  
 
    b.   an actual or potential claim in which it is alleged that the ASSURED is liable  
      to a third party,  
 
    regardless of when the act or acts causing or contributing to such loss occurred,  
    even though the amount of loss does not exceed the applicable DEDUCTIBLE  
    AMOUNT, or the exact amount or details of loss may not then be known.  
 
 
Notice To Company -   7.   a.   The ASSURED shall give the COMPANY notice thereof at the earliest  
Proof - Legal Proceedings       practicable moment, not to exceed sixty (60) days after discovery of loss, in  
Against Company       an amount that is in excess of 50% of the applicable DEDUCTIBLE  
      AMOUNT, as stated in ITEM 2. of the DECLARATIONS.  
 
    b.   The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to,  
      with full particulars within six (6) months after such discovery.  
 
    c.   Securities listed in a proof of loss shall be identified by certificate or bond  
      numbers, if issued with them.  
 
    d.   Legal proceedings for the recovery of any loss under this Bond shall not be  
      brought prior to the expiration of sixty (60) days after the proof of loss is filed  
      with the COMPANY or after the expiration of twenty-four (24) months from  
      the discovery of such loss.  
 
    e.   This Bond affords coverage only in favor of the ASSURED. No claim, suit,  
      action or legal proceedings shall be brought under this Bond by anyone  
      other than the ASSURED.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 14 of 19  

 



Conditions And        
Limitations        
 
 
Notice To Company -     f.   Proof of loss involving Voice Initiated Funds Transfer Instruction shall  
Proof - Legal Proceedings       include electronic recordings of such instructions.  
Against Company        
(continued)        
 
 
Deductible Amount   8.   The COMPANY shall not be liable under any INSURING CLAUSES of this Bond  
    on account of loss unless the amount of such loss, after deducting the net amount  
    of all reimbursement and/or recovery obtained or made by the ASSURED, other  
    than from any Bond or policy of insurance issued by an insurance company and  
    covering such loss, or by the COMPANY on account thereof prior to payment by  
    the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in  
    ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event  
    for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the  
    DECLARATIONS.  
 
    There shall be no deductible applicable to any loss under INSURING CLAUSE 1.  
    sustained by any Investment Company .  
 
 
Valuation   9.   BOOKS OF ACCOUNT OR OTHER RECORDS  
    The value of any loss of Property consisting of books of account or other records  
    used by the ASSURED in the conduct of its business shall be the amount paid by  
    the ASSURED for blank books, blank pages, or other materials which replace the  
    lost books of account or other records, plus the cost of labor paid by the  
    ASSURED for the actual transcription or copying of data to reproduce such books  
    of account or other records.  
 
    The value of any loss of Property other than books of account or other records  
    used by the ASSURED in the conduct of its business, for which a claim is made  
    shall be determined by the average market value of such Property on the  
    business day immediately preceding discovery of such loss provided, however,  
    that the value of any Property replaced by the ASSURED with the consent of the  
    COMPANY and prior to the settlement of any claim for such Property shall be the  
    actual market value at the time of replacement.  
 
    In the case of a loss of interim certificates, warrants, rights or other securities, the  
    production of which is necessary to the exercise of subscription, conversion,  
    redemption or deposit privileges, the value of them shall be the market value of  
    such privileges immediately preceding their expiration if said loss is not discovered  
    until after their expiration. If no market price is quoted for such Property or for  
    such privileges, the value shall be fixed by agreement between the parties.  
 
    OTHER PROPERTY  
 
    The value of any loss of Property , other than as stated above, shall be the actual  
    cash value or the cost of repairing or replacing such Property with Property of  
    like quality and value, whichever is less.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 15 of 19  

 



Conditions And        
Limitations        
(continued)        
 
 
Securities Settlement   10.   In the event of a loss of securities covered under this Bond, the COMPANY may,  
    at its sole discretion, purchase replacement securities, tender the value of the  
    securities in money, or issue its indemnity to effect replacement securities.  
 
    The indemnity required from the ASSURED under the terms of this Section  
    against all loss, cost or expense arising from the replacement of securities by the  
    COMPANY'S indemnity shall be:  
 
    a.   for securities having a value less than or equal to the applicable  
      DEDUCTIBLE AMOUNT - one hundred (100%) percent;  
 
    b.   for securities having a value in excess of the DEDUCTIBLE AMOUNT but  
      within the applicable LIMIT OF LIABILITY - the percentage that the  
      DEDUCTIBLE AMOUNT bears to the value of the securities;  
 
    c.   for securities having a value greater than the applicable LIMIT OF LIABILITY  
      - the percentage that the DEDUCTIBLE AMOUNT and portion in excess of  
      the applicable LIMIT OF LIABILITY bears to the value of the securities.  
 
    The value referred to in Section 10.a., b., and c. is the value in accordance with  
    Section 9, VALUATION, regardless of the value of such securities at the time the  
    loss under the COMPANY'S indemnity is sustained.  
 
    The COMPANY is not required to issue its indemnity for any portion of a loss of  
    securities which is not covered by this Bond; however, the COMPANY may do so  
    as a courtesy to the ASSURED and at its sole discretion.  
 
    The ASSURED shall pay the proportion of the Company's premium charge for the  
    Company's indemnity as set forth in Section 10.a., b., and c. No portion of the  
    LIMIT OF LIABILITY shall be used as payment of premium for any indemnity  
    purchased by the ASSURED to obtain replacement securities.  
 
 
Subrogation - Assignment - 11.   In the event of a payment under this Bond, the COMPANY shall be subrogated to  
Recovery     all of the ASSURED'S rights of recovery against any person or entity to the extent  
    of such payment. On request, the ASSURED shall deliver to the COMPANY an  
    assignment of the ASSURED'S rights, title and interest and causes of action  
    against any person or entity to the extent of such payment.  
 
    Recoveries, whether effected by the COMPANY or by the ASSURED, shall be  
    applied net of the expense of such recovery in the following order:  
 
    a.   first, to the satisfaction of the ASSURED'S loss which would otherwise have  
      been paid but for the fact that it is in excess of the applicable LIMIT OF  
      LIABILITY,  
 
    b.   second, to the COMPANY in satisfaction of amounts paid in settlement of  
      the ASSURED'S claim,  
 
    c.   third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE  
      AMOUNT, and  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 16 of 19  

 



Conditions And        
Limitations        
 
 
Subrogation - Assignment -     d.   fourth, to the ASSURED in satisfaction of any loss suffered by the  
Recovery       ASSURED which was not covered under this Bond.  
(continued)     Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a  
    recovery under this section.  
 
 
Cooperation Of Assured   12.   At the COMPANY'S request and at reasonable times and places designated by  
    the COMPANY, the ASSURED shall:  
 
    a.   submit to examination by the COMPANY and subscribe to the same under  
      oath,  
 
    b.   produce for the COMPANY'S examination all pertinent records, and  
 
    c.   cooperate with the COMPANY in all matters pertaining to the loss.  
 
    The ASSURED shall execute all papers and render assistance to secure to the  
    COMPANY the rights and causes of action provided for under this Bond. The  
    ASSURED shall do nothing after loss to prejudice such rights or causes of action.  
 
 
Termination   13.   If the Bond is for a sole ASSURED, it shall not be terminated unless written notice  
    shall have been given by the acting party to the affected party and to the  
    Securities and Exchange Commission, Washington, D.C., not less than sixty (60)  
    days prior to the effective date of such termination.  
 
    If the Bond is for a joint ASSURED, it shall not be terminated unless written notice  
    shall have been given by the acting party to the affected party, and by the  
    COMPANY to all ASSURED Investment Companies and to the Securities and  
    Exchange Commission, Washington, D.C., not less than sixty (60) days prior to  
    the effective date of such termination.  
 
    This Bond will terminate as to any one ASSURED, other than an Investment  
    Company :  
 
    a.   immediately on the taking over of such ASSURED by a receiver or other  
      liquidator or by State or Federal officials, or  
 
    b.   immediately on the filing of a petition under any State or Federal statute  
      relative to bankruptcy or reorganization of the ASSURED, or assignment for  
      the benefit of creditors of the ASSURED, or  
 
    c.   immediately upon such ASSURED ceasing to exist, whether through merger  
      into another entity, disposition of all of its assets or otherwise.  
 
    The COMPANY shall refund the unearned premium computed at short rates in  
    accordance with the standard short rate cancellation tables if terminated by the  
    ASSURED or pro rata if terminated for any other reason.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 17 of 19  

 



Conditions And        
Limitations        
 
 
Termination     If any partner, director, trustee, or officer or supervisory employee of an  
(continued)     ASSURED not acting in collusion with an Employee learns of any dishonest act  
    committed by such Employee at any time, whether in the employment of the  
    ASSURED or otherwise, whether or not such act is of the type covered under this  
    Bond, and whether against the ASSURED or any other person or entity, the  
    ASSURED:  
 
    a.   shall immediately remove such Employee from a position that would enable  
      such Employee to cause the ASSURED to suffer a loss covered by this  
      Bond; and  
 
    b.   within forty-eight (48) hours of learning that an Employee has committed  
      any dishonest act, shall notify the COMPANY, of such action and provide full  
      particulars of such dishonest act.  
 
    The COMPANY may terminate coverage as respects any Employee sixty (60)  
    days after written notice is received by each ASSURED Investment Company  
    and the Securities and Exchange Commission, Washington, D.C. of its desire to  
    terminate this Bond as to such Employee .  
 
 
Other Insurance   14.   Coverage under this Bond shall apply only as excess over any valid and collectible  
    insurance, indemnity or suretyship obtained by or on behalf of:  
 
    a.   the ASSURED,  
 
    b.   a Transportation Company , or  
 
    c.   another entity on whose premises the loss occurred or which employed the  
      person causing the loss or engaged the messenger conveying the Property  
      involved.  
 
 
Conformity   15.   If any limitation within this Bond is prohibited by any law controlling this Bond's  
    construction, such limitation shall be deemed to be amended so as to equal the  
    minimum period of limitation provided by such law.  
 
 
Change or Modification   16.   This Bond or any instrument amending or affecting this Bond may not be changed  
    or modified orally. No change in or modification of this Bond shall be effective  
    except when made by written endorsement to this Bond signed by an authorized  
    representative of the COMPANY.  
 
    If this Bond is for a sole ASSURED, no change or modification which would  
    adversely affect the rights of the ASSURED shall be effective prior to sixty (60)  
    days after written notice has been furnished to the Securities and Exchange  
    Commission, Washington, D.C., by the acting party.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 18 of 19  

 



Conditions And    
Limitations    
 
 
Change or Modification   If this Bond is for a joint ASSURED, no charge or modification which would  
(continued)   adversely affect the rights of the ASSURED shall be effective prior to sixty (60)  
  days after written notice has been furnished to all insured Investment Companies  
  and to the Securities and Exchange Commission, Washington, D.C., by the  
  COMPANY.  

 

ICAP Bond (5-98)    
Form 17-02-1421 (Ed. 5-98)   Page 19 of 19  

 



      ENDORSEMENT/RIDER  
Effective date of      
this endorsement/rider: April 7, 2010   FEDERAL INSURANCE COMPANY  
    Endorsement/Rider No.   1  
    To be attached to and    
    form a part of Bond No.   82126585  
 
 
Issued to: GSC INVESTMENT CORP.      
  DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION  
    ENDORSEMENT    
In consideration of the premium charged, it is agreed that this Bond is amended as follows:  
1.   The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.  
2.   The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced  
  with the following:      
  If this Bond is for a joint ASSURED, no change or modification which would adversely affect the  
  rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been  
  furnished to all insured Investment Companies and the Securities and Exchange Commission,  
  Washington, D.C., by the COMPANY.      
 
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the  
terms and conditions of coverage.      
All other terms, conditions and limitations of this Bond shall remain unchanged.    

 

17-02-2437 (12/2006) rev.

Page 1



    FEDERAL INSURANCE COMPANY  
    Endorsement No:   2  
    Bond Number:   82126585  
NAME OF ASSURED: GSC INVESTMENT CORP.    
 
 
    TERMINATION-NONRENEWAL-NOTICE ENDORSEMENT  
It is agreed that this Bond is amended as follows:    
1.   By adding to Section 13., Termination, the following:    
  "Termination By The Company    
  Bonds In Effect For More Than Sixty (60) Days    
  If this Bond has been in effect for more than sixty (60) days, or, if this Bond is a renewal, the COMPANY  
  may terminate by providing written notice of cancellation at least sixty (60) days before the effective date  
  of termination for at least one of the following reasons:    
  1.   Nonpayment of premium;    
  2.   Discovery of fraud or material misrepresentation in obtaining this Bond or in the presentation of a  
    claim thereunder;    
  3.   Discovery of willful or reckless acts or omissions or violation of any provision of this Bond on the  
    part of the ASSURED which substantially and materially increases any hazard insured against,  
    and which occurred subsequent to the inception of the current BOND PERIOD;  
  4.   Conviction of the ASSURED of a crime arising out of acts increasing the hazard insured against;  
  5.   Material change in the risk which increases the risk of loss after insurance coverage has been  
    issued or renewed, except to the extent that the COMPANY should reasonably have foreseen the  
    change, or contemplated the risk when the contract was written;    
  6.   Determination by the Commissioner that the continuation of the Bond would jeopardize a  
    COMPANY'S solvency or would place the COMPANY in violation of the insurance laws of any  
    state;    
  7.   Determination by the Commissioner that continuation of the present premium volume of the  
    COMPANY would jeopardize the COMPANY'S policyholders, creditors or the public;  
  8.   Such other reasons that are approved by the Commissioner;    
  9.   Determination by the Commissioner that the COMPANY no longer has adequate reinsurance to  
    meet the ASSUREDS needs;    
  10.   Substantial breaches of contractual duties, conditions or warranties; or    
  11.   Unfavorable underwriting facts, specific to the ASSURED, existing that were not present at the  
    inception of the Bond.    

 

ICAP Bond    
Form 17-02-1360 (Rev. 10-99)   Page 1  

 



Bonds In Effect Sixty (60) Days Or Less  
If this Bond has been in effect for sixty (60) days or less, and it is not a renewal Bond, the COMPANY  
may terminate for any reason by providing written notice of termination at least sixty (60) days before  
the effective date of termination.  
Notice Of Termination  
Notice of termination under this Section shall be mailed or delivered, by certified mail, return receipt  
provided by the United States Postal Service, to the ASSURED and to the authorized agent or broker, if  
any, at least sixty (60) days prior to the effective date of cancellation at the address shown on the  
DECLARATIONS of this Bond.  
If this Bond is cancelled for nonpayment of premium, the COMPANY will mail or deliver, by certified  
mail, return receipt provided by the United States Postal Service, a written notice at least thirty (30) days  
before the effective date of cancellation. The cancellation notice shall contain information regarding the  
amount of premium due and the due date, and shall state the effect of nonpayment by the due date.  
Cancellation shall not be effective if payment of the amount due is made prior to the effective date of  
cancellation.  
All notice of cancellation shall state the reason(s) for cancellation.  
There is no liability on the part of, and no cause of action of any nature shall arise against, the  
COMPANY, its authorized representatives, its employees, or any firm, person or corporation furnishing  
to the COMPANY, information relating to the reasons for cancellation or nonrenewal, for any statement  
made by them in complying or enabling the COMPANY to comply with this Section, for the provision of  
information pertaining thereto, or for statements made or evidence submitted at any hearings conducted  
in connection therewith, if such information was provided in good faith and without malice.  
Notice Of Nonrenewal  
If the COMPANY elects not to renew this Bond, the COMPANY shall mail or deliver written notice, by  
certified mail, return receipt, provided by the United States Postal Service, to the ASSURED, at his last  
known address, at least sixty (60) days before the expiration date or before the anniversary date, if this  
Bond has been written for a term of more than one (1) year. Such notice shall also be mailed to the  
ASSURED'S agent or broker, if any.  
Such notice shall contain all of the following:  
a.   Bond Number:  
b.   Date of Notice;  
c.   Reason for Cancellation;  
d.   Expiration Date of the Bond;  
e.   Effective Date and Hour of Cancellation.  
Notice of nonrenewal shall not be required if the COMPANY or a COMPANY within the same insurance  
group has offered to issue a renewal Bond, the ASSURED has obtained replacement coverage or has  
agreed in writing to obtain replacement coverage, the ASSURED has requested or agreed to  
nonrenewal, or the Bond is expressly designated as nonrenewable.  

 

ICAP Bond    
Form 17-02-1360 (Rev. 10-99)   Page 2  

 



  Return Premium Calculations  
 
  Any unearned premiums which have been paid by the ASSURED shall be refunded to the ASSURED  
  on a pro rata basis if terminated by the COMPANY or the ASSURED. The unearned premiums shall be  
  refunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or the  
  effective date of cancellation, whichever is later.  
 
  Conditional Renewal  
  If the COMPANY offers or purports to renew the Bond, but on less favorable terms or at higher rates,  
  the new terms or higher premiums may take effect on the renewal date, if the COMPANY mails or  
  delivers by certified mail, return receipt provided by the United States Postal Service, to the ASSURED,  
  notice of the new terms or premiums at least sixty (60) days prior to the renewal date. If the COMPANY  
  notifies the ASSURED within sixty (60) days prior to the renewal date, the new terms or premiums do  
  not take effect until sixty (60) days after the notice is mailed or delivered, in which case, the ASSURED  
  may elect to cancel the renewal Bond within the sixty (60) day period. If the COMPANY does not notify  
  the ASSURED of the new terms or premiums, the COMPANY shall continue the Bond at the expiring  
  terms and premiums until notice is given or until the effective date of replacement coverage is obtained  
  by the ASSURED, whichever occurs first.”  
 
2.   It is further understood and agreed that for the purposes of Section 13., Termination, any occurrence  
  listed in this Section shall be considered to be a request by the ASSURED to immediately terminate this  
  Bond.  
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on April 7, 2010.  
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.  

 

Date: May 21, 2010


ICAP Bond    
Form 17-02-1360 (Rev. 10-99)   Page 3  

 



Effective date of      
this endorsement: April 7, 2010   FEDERAL INSURANCE COMPANY  
  Endorsement No.: 3  
  To be attached to and form a part of Bond  
  Number:   82126585  
 
 
Issued to: GSC INVESTMENT CORP.      
COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS RIDER  
It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other laws  
or regulations prohibit the coverage provided by this insurance.  
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.  

 

Date: May 21, 2010


Form 14-02-9228 (Ed. 4/2004)



  FEDERAL INSURANCE COMPANY  
  Endorsement No.: 4  
  Bond Number:   82126585  
 
NAME OF ASSURED: GSC INVESTMENT CORP.    
  AMENDING DEFINITION OF EMPLOYEE-CONSULTANT ENDORSEMENT  
It is agreed that this Bond is amended by adding to the definition of Employee in Section 1., Definitions, the  
following:    
(10)   a consultant retained by the ASSURED and an employee of such consultant while either is  
  performing consulting services for the ASSURED pursuant to a written contract.  
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on April 7, 2010.    
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.  

 

Date: May 21, 2010


ICAP Bond

Form 17-02-2336 (Ed. 10-00)



    ENDORSEMENT/RIDER  
Effective date of    
this endorsement/rider: April 7, 2010   FEDERAL INSURANCE COMPANY  
    Endorsement/Rider No. 5  
    To be attached to and  
    form a part of Bond No. 82126585  
Issued to: GSC INVESTMENT CORP.    
 
  AMENDED NOTICE ENDORSEMENT  
It is agreed Section 7., Notice to Company-Proof-Legal Proceedings Against Company, is amended by deleting in  
its entirety paragraph a. and substituting the following:  
a.   The ASSURED shall give the COMPANY notice thereof at the earliest practicable moment, not to  
  exceed ninety (90) days after discovery of loss, in an amount that is in excess of 50% of the applicable  
  DEDUCTIBLE AMOUNT, as stated in ITEM 2. of the DECLARATIONS.  
 
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms  
and conditions of coverage.    
All other terms, conditions and limitations of this Bond shall remain unchanged.  

 

14-02-12867 (02/2007)

Page 1



Important Notice:  
 
 
 
The SEC Requires Proof of Your Fidelity Insurance Policy  
 
Your company is now required to file an electronic copy of your fidelity insurance coverage  
(Chubb’s ICAP Bond policy) to the Securities and Exchange Commission (SEC), according to  
rules adopted by the SEC on June 12, 2006.  
 
Chubb is in the process of providing your agent/broker with an electronic copy of your insurance  
policy as well as instructions on how to submit this proof of fidelity insurance coverage to the  
SEC. You can expect to receive this information from your agent/broker shortly.  
 
The electronic copy of your policy is provided by Chubb solely as a convenience and does not  
affect the terms and conditions of coverage as set forth in the paper policy you receive by mail.  
The terms and conditions of the policy mailed to you, which are the same as those set forth in  
the electronic copy, constitute the entire agreement between your company and Chubb.  
 
If you have any questions, please contact your agent or broker.  

 

Form 14-02-12160 (ed. 7/2006)



POLICYHOLDER  
DISCLOSURE NOTICE OF  
TERRORISM INSURANCE COVERAGE  
(for policies with no terrorism exclusion or sublimit)  
You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), effective  
December 26, 2007, this policy makes available to you insurance for losses arising out of  
certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the  
Treasury, in concurrence with the Secretary of State and the Attorney General of the  
United States, to be an act of terrorism; to be a violent act or an act that is dangerous to  
human life, property or infrastructure; to have resulted in damage within the United  
States, or outside the United States in the case of an air carrier or vessel or the premises  
of a United States Mission; and to have been committed by an individual or individuals as  
part of an effort to coerce the civilian population of the United States or to influence the  
policy or affect the conduct of the United States Government by coercion.  
 
You should know that the insurance provided by your policy for losses caused by acts of  
terrorism is partially reimbursed by the United States under the formula set forth in the  
Act. Under this formula, the United States pays 85% of covered terrorism losses that  
exceed the statutorily established deductible to be paid by the insurance company  
providing the coverage.  
 
However, if aggregate insured losses attributable to terrorist acts certified under the Act  
exceed $100 billion in a Program Year (January 1 through December 31), the Treasury  
shall not make any payment for any portion of the amount of such losses that exceeds  
$100 billion.  

 

10-02-1281 (Ed. 1/2003)



If aggregate insured losses attributable to terrorist acts certified under the Act exceed  
$100 billion in a Program Year (January 1 through December 31) and we have met our  
insurer deductible under the Act, we shall not be liable for the payment of any portion of  
the amount of such losses that exceeds $100 billion, and in such case insured losses up  
to that amount are subject to pro rata allocation in accordance with procedures  
established by the Secretary of the Treasury.  
 
The portion of your policy’s annual premium that is attributable to insurance for such acts  
of terrorism is: $ -0-.  
 
If you have any questions about this notice, please contact your agent or broker.  

 

10-02-1281 (Ed. 1/2003)



IMPORTANT NOTICE TO POLICYHOLDERS  
 
 
 
All of the members of the Chubb Group of Insurance companies doing business in the United  
States (hereinafter “Chubb”) distribute their products through licensed insurance brokers and agents  
(“producers”). Detailed information regarding the types of compensation paid by Chubb to producers on  
US insurance transactions is available under the Producer Compensation link located at the bottom of the  
page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from  
your producer.  
 
Thank you for choosing Chubb.  

 

10-02-1295 (ed. 6/2007)

 
 
 

 
 
Exhibit 2


RESOLVED, that, after due consideration of all relevant factors including, but not limited to, the value of the aggregate assets of the Corporation to which any such covered person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets and the nature of the securities in the Corporation's portfolio, the fidelity bond, as presented at the meeting, insuring the Corporation for covered acts or omissions of the Board and Officers of the Corporation in accordance with the requirements of Rule 17g- 1 under the 1940 Act are reasonable in form and amount;

FURTHER RESOLVED, that the payment by the Corporation of the premium for coverage under the fidelity bond, in the amount described at this meeting is approved;

FURTHER RESOLVED, that the Manager is designated as the party responsible for making all filings with the SEC and giving all notices on behalf of the Corporation with respect to such bond required by paragraph (g) of Rule 17g-1 under the 1940 Act.
 
 
 
 

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