FIDUS INVESTMENT CORPORATION
July 22, 2021 | VIA EDGAR |
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Rule 17g-1 Fidelity Bond Filing |
Fidus Investment Corporation (the Company) (File No. 814-00861)
Ladies and Gentlemen:
Enclosed for filing pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended (the 1940 Act), please find the following information with respect to the above-captioned registrant.
1. A copy of the executed joint Financial Institutions Bond issued by Axis Insurance Company (the Bond), which lists the Company as an insured.
2. A Certificate of Secretary, which attaches a copy of the resolutions adopted by the Companys Board of Directors approving the amount, type, form and coverage of the Bond and a statement as to the period for which premiums have been paid.
3. A copy of an agreement between the Company and other insureds under the Bond entered into pursuant to Rule 17g-1(f).
If you have any questions, please do not hesitate to contact me at 847-859-3940.
Very truly yours, |
/s/ Shelby E. Sherard |
Shelby E. Sherard, Chief Compliance Officer |
Exhibit 99.1
FINANCIAL INSTITUTION BOND |
POLICYHOLDER NOTICE
ECONOMIC AND TRADE SANCTIONS
This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the Office of Foreign Assets Control (OFAC).
THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC) OF THE US DEPARTMENT OF THE TREASURY ADMINISTERS AND ENFORCES ECONOMIC AND TRADE SANCTIONS BASED ON US FOREIGN POLICY AND NATIONAL SECURITY GOALS AGAINST TARGETED FOREIGN COUNTRIES AND REGIMES, TERRORISTS, INTERNATIONAL NARCOTICS TRAFFICKERS, THOSE ENGAGED IN ACTIVITIES RELATED TO THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, AND OTHER THREATS TO THE NATIONAL SECURITY, FOREIGN POLICY OR ECONOMY OF THE UNITED STATES.
WHENEVER COVERAGE PROVIDED BY THIS POLICY WOULD BE IN VIOLATION OF ANY U.S. ECONOMIC OR TRADE SANCTIONS, SUCH COVERAGE SHALL BE NULL AND VOID.
FOR MORE INFORMATION, PLEASE REFER TO:
HTTPS://WWW.TREASURY.GOV/RESOURCE-CENTER/SANCTIONS/PAGES/DEFAULT.ASPX
AXIS 906 0316 |
Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
ILLINOIS CONSUMER NOTICE
We are pleased that we have been selected as your insurer and trust our services meet your expectations.
While your agent/broker is always ready to care for your insurance needs, there may be times when you may want to contact someone other than your agent/broker concerning a particular question of coverage or perhaps a Claim matter. In those cases or should any complaints arise regarding this insurance, you may contact our office or the Illinois
Department of Financial and Professional Regulation at the addresses shown below.
COMPANY ADMINISTRATIVE OFFICE: | AXIS | |
10000 Avalon Blvd., Suite 200 | ||
Alpharetta, Georgia 30009 | ||
DEPARTMENT OF INSURANCE: | Illinois Department of Financial and Professional Regulation | |
Division of Insurance | ||
320 West Washington Street | ||
Springfield, Illinois 62767-0001 |
AXIS IL901 0415 |
Page 1 of 1 |
FINANCIAL INSTITUTION BOND Standard Form No. 14, Revised to October, 1987
Bond No. P-001-000127115-02
AXIS Insurance Company (admitted) 111 South Wacker Drive, Suite 3500, Chicago, IL 60606 (866) 259-5435 A Stock Insurer (Herein called Underwriter)
| ||||
DECLARATIONS | ||||
Item 1. | Name of Insured (herein called Insured): | Fidus Investment Corporation | ||
Principal Address: | 1603 Orrington Ave, Suite 1005 Evanston, IL 60201 |
Item 2. |
Bond Period: from 12:01 a.m. on | 06/15/2021 | to 12:01 a.m. on | 06/15/2022 | ||||
(MONTH, DAY, YEAR) | (MONTH, DAY, YEAR) | |||||||
Item 3. |
The Aggregate Limit of Liability of the Underwriter during the Bond Period shall be N/A
|
|||||||
Item 4. | Subject to Sections 4 and 11 hereof, the Single Loss Limit of Liability is $5,000,000 and the Single Loss Deductible is $0 |
|||||||
Provided, however, that if any amounts are inserted below opposite specified Insuring Agreements or Coverages, those amounts shall be controlling. Any amount set forth below shall be part of and not in addition to amounts set forth above. (If an Insuring Agreement or Coverage is to be deleted, insert Not Covered.) | ||||||||
Amount applicable to: | Single Loss |
Single Loss | ||||||
Insuring Agreement (A) FIDELITY | $5,000,000 | $0 | ||||||
Insuring Agreement (B) ON PREMISES | $5,000,000 | $25,000 | ||||||
Insuring Agreement (C) IN TRANSIT | $5,000,000 | $25,000 | ||||||
Insuring Agreement (D)FORGERY OR ALTERATION | $5,000,000 | $25,000 | ||||||
Insuring Agreement (E)SECURITIES | $5,000,000 | $25,000 | ||||||
Insuring Agreement (F) COUNTERFEIT CURRENCY | $5,000,000 | $25,000 | ||||||
Coverage on Partners | Not Covered | |||||||
Optional Insuring Agreements and Coverages: | ||||||||
Audit Expense | $50,000 | $0 | ||||||
Stop Payment Order Liability | $50,000 | $50,000 | ||||||
Unauthorized Signatures | $50,000 | $50,000 | ||||||
Uncollectible Items of Deposit | $5,000,000 | $50,000 | ||||||
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. All of the terms and conditions of this bond apply to such riders except to the extent the rider explicitly provides otherwise. | |||||||
Policyholder Notice - Economic And Trade Sanctions | AXIS 906 0316 | |||||||
Illinois Consumer Notice | AXIS IL901 0415 |
TSB 5062b 1087 | Copyright, The Surety Association of America, 1987 | Page 1 of 7 |
Financial Institution Bond (Standard Form No. 14) | TSB 5062b 1087 | |||||||
Signature Page | AXIS 102AIC 0615 | |||||||
1 | Amend Named Insured Rider | AXIS 1012152 0119 | ||||||
2 | Audit Expense Insuring Agreement Rider |
AXIS 1012153 0119 | ||||||
3 | Amend Racketeering Exclusion Rider |
AXIS 1012161 0119 | ||||||
4 | Amend Valuation Rider |
AXIS 1012170 0119 | ||||||
5 | Amend Counterfeit Currency or Money Insuring Agreement Rider |
AXIS 1012171 0119 | ||||||
6 | Governmental or Regulatory Authority Notification Rider |
AXIS 1012175 0119 | ||||||
7 | Unauthorized Signatures Insuring Agreement Rider |
AXIS 1012176 0119 | ||||||
8 | Protected Information Exclusion Rider |
AXIS 1012180 0119 | ||||||
9 | Notice of Loss by E-Mail Rider |
AXIS 1012189 0119 | ||||||
10 | Stop Payment Order Liability Insuring Agreement Rider |
AXIS 1012200 0119 | ||||||
11 | Uncollectible Items of Deposit Insuring Agreement Rider |
AXIS 1012202 0119 | ||||||
12 | Automatic Increase in Limits for Investment Companies Rider |
AXIS 1012210 0119 | ||||||
13 | Automatic Coverage for New Investment Funds Rider |
AXIS 1012211 0119 | ||||||
14 | Central Handling of Securities Rider |
SR 5967e 1087 | ||||||
15 | ERISA Rider |
SR 6145b 0690 | ||||||
16 | Cryptocurrency Exclusion Rider |
SR 6343 0321 | ||||||
17 | Fidus Investment Corporation Rider |
MANU-9333 0620 | ||||||
18 | S.E.C. Sole Insured Cancelation Clause Rider |
SR 5384C 1087 | ||||||
19 | Manuscript Amend Definition of Property Rider |
MANU 1013176 0521 | ||||||
(Does Not Include Non-Fungible Tokens) |
||||||||
20 | Manuscript Amend Exclusion (M) Rider |
MANU 1013160 0421 | ||||||
21 | Computer Systems Fraud Insuring Agreement Rider |
AXIS 10128610221 | ||||||
22 | Social Engineering Fraud Insuring Agreement Rider |
AXIS 1012225 0221 |
TSB 5062b 1087 | Copyright, The Surety Association of America, 1987 | Page 2 of 7 |
The Underwriter, in consideration of an agreed premium, and in reliance upon all statements made and information furnished to the Underwriter by the Insured in applying for this bond, and subject to the Declarations, Insuring Agreements, General Agreements, Conditions and Limitations and other terms hereof, agrees to indemnify the Insured for:
INSURING AGREEMENTS
GENERAL AGREEMENTS
TSB 5062b 1087 | Copyright, The Surety Association of America, 1987 | Page 3 of 7 |
CONDITIONS AND LIMITATIONS
TSB 5062b 1087 | Copyright, The Surety Association of America, 1987 | Page 4 of 7 |
TSB 5062b 1087 | Copyright, The Surety Association of America, 1987 | Page 5 of 7 |
TSB 5062b 1087 | Copyright, The Surety Association of America, 1987 | Page 6 of 7 |
In witness whereof, the Underwriter has caused this bond to be executed on the Declarations page.
TSB 5062b 1087 | Copyright, The Surety Association of America, 1987 | Page 7 of 7 |
FINANCIAL INSTITUTION BOND |
SIGNATURE PAGE
IN WITNESS WHEREOF, the Insurer has caused this policy to be issued by affixing hereto the facsimile signatures of its President and Secretary.
Secretary | President | |
Andrew Weissert, Secretary | Carlton W. Maner, President |
AXIS 102AIC 0615 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
1 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
AMEND NAMED INSURED RIDER
It is agreed that Item 1. Name of Insured (herein called Insured) of the Declarations is amended to include the following:
Fidus Investment Corporation
Fidus Mezzanine Capital, LP
All other provisions of the bond remain unchanged.
AXIS 1012152 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
2 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
AUDIT EXPENSE INSURING AGREEMENT RIDER
AUDIT EXPENSE INSURING AGREEMENT COVERAGE SCHEDULE | ||
Audit Expense Insuring Agreement Single Loss Limit of Liability |
Audit Expense Insuring Agreement Single Loss Deductible | |
$50,000 | $0 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. | The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement: |
AUDIT EXPENSE
Reasonable expenses incurred by the Insured for that part of the cost of audits or examinations required by any governmental regulatory authority to be conducted either by such authority or by an independent accountant by reason of the discovery of loss under Insuring Agreement (A) FIDELITY.
B. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Audit Expense Insuring Agreement are as set forth in the Declarations or in the above schedule. Such limit shall be part of, and not in addition to, the Single Loss Limit of Liability for Insuring Agreement (A) FIDELITY set forth in the Declarations. |
C. | Paragraph (1) of Exclusion (u) shall not apply to the Audit Expense Insuring Agreement. |
All other provisions of the bond remain unchanged.
AXIS 1012153 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
3 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
AMEND RACKETEERING EXCLUSION RIDER
It is agreed that Exclusion 2(j) of the EXCLUSIONS section is replaced with the following:
damages resulting from any civil, criminal or other legal proceeding in which the Insured is adjudicated to have engaged in racketeering activity except when the Insured establishes that the act or acts giving rise to such damages were committed by an Employee under circumstances which result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this Exclusion, racketeering activity is defined in 18 United States Code 1961 et seq., as amended;
All other provisions of the bond remain unchanged.
AXIS 1012161 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
4 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
AMEND VALUATION RIDER
It is agreed that the paragraph in the VALUATION condition addressing loss of Money, or loss payable in Money, is replaced with the following:
Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of the country in which the loss was sustained or in the United States of America dollar equivalent thereof determined at the rate of exchange published in The Wall Street Journal on the day immediately preceding the date the loss was discovered.
All other provisions of the bond remain unchanged.
AXIS 1012170 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
5 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
AMEND COUNTERFEIT CURRENCY OR MONEY INSURING AGREEMENT RIDER
It is agreed that Insuring Agreement (F) COUNTERFEIT CURRENCY or COUNTERFEIT MONEY, as applicable, is replaced with the following:
Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money of the United States of America, Canada, or any other country.
All other provisions of the bond remain unchanged.
AXIS 1012171 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
6 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
GOVERNMENTAL OR REGULATORY AUTHORITY NOTIFICATION RIDER
SCHEDULE OF GOVERNMENTAL OR REGULATORY AUTHORITIES |
Securities and Exchange Commission (SEC) |
It is agreed that:
A. | In the event that this bond is cancelled, terminated, or Substantially Modified, the Underwriter agrees to use its best efforts to notify each governmental or regulatory authority identified in the above Schedule within 60 days following such cancellation, termination, or modification, whether such cancellation, termination, or modification is at the request of the Insured or the Underwriter. Failure on the part of the Underwriter to provide such notice shall not impair or delay the effectiveness of such cancellation, termination, or modification, nor shall the Underwriter be held liable in any way for such failure. |
B. | For the purposes of this Rider, Substantially Modified means a change in the type or amount of fidelity bond coverage, or a change in the exclusions of this bond, or any change in the bond such that it no longer meets the requirements of the applicable laws or regulations of a governmental or regulatory authority identified in the above Schedule. |
All other provisions of the bond remain unchanged.
AXIS 1012175 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
7 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
UNAUTHORIZED SIGNATURES INSURING AGREEMENT RIDER
UNAUTHORIZED SIGNATURES INSURING AGREEMENT COVERAGE SCHEDULE | ||
Unauthorized Signatures Insuring Agreement Single Loss Limit of Liability |
Unauthorized Signatures Insuring Agreement Single Loss Deductible | |
$50,000 | $50,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. | The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement: |
UNAUTHORIZED SIGNATURES
Loss resulting directly from the Insured having in good faith and in the ordinary course of business accepted from, paid to, or cashed for a person present on the premises of the Insured, any check, withdrawal order, or draft, made or drawn on a customers account, which bears the signature or endorsement of one other than a person whose name and signature is on the application on file with the Insured as a signatory on such account.
It shall be a condition precedent to the Insureds right of recovery under this Insuring Agreement that the Insured shall have on file signatures of all persons who are authorized signatories on such account; and the Insured must maintain written instructions outlining the acceptance.
B. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Unauthorized Signatures Insuring Agreement are as set forth in the Declarations or in the above schedule. |
All other provisions of the bond remain unchanged.
AXIS 1012176 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
8 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
PROTECTED INFORMATION EXCLUSION RIDER
It is agreed that this bond shall not apply to any loss resulting directly or indirectly from the: (i) theft, disappearance, or destruction of; (ii) unauthorized use or disclosure of; (iii) unauthorized access to; or (iv) failure to protect any:
A. | confidential or non-public; or |
B. | personal or personally identifiable; |
information that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard; provided that this shall not apply to the extent that any unauthorized use or disclosure of a password enables a theft by an Employee of the Insured of tangible Property of the Insured or tangible Property that the Insured is holding for a third party.
Theft of tangible Property does not include the use of confidential or non-public information or personal or personally identifiable information to enable the theft of or disclosure of information.
All other provisions of the bond remain unchanged.
AXIS 1012180 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
9 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
NOTICE OF LOSS BY E-MAIL RIDER
It is agreed that the CONDITIONS AND LIMITATIONS, Section 5. NOTICE/PROOF LEGAL PROCEEDINGS AGAINST UNDERWRITER, paragraph (a), is amended by the addition of the following:
The Insured may provide the Underwriter with such notice of loss by e-mail to the e-mail address set forth below. The date of the Underwriters receipt of such e-mailed notice shall constitute the date of notice.
Alternatively, the Insured may provide notice of loss to the Underwriter by mailing or faxing such notice to the address or fax number set forth below.
All notices must reference the Bond No. of this bond.
AXIS Insurance
Claims Department
P.O. Box 4470
Alpharetta, GA 30023-4470
Email: USFNOL@axiscapital.com
Phone (Toll-Free): (866) 259-5435
Phone: (678) 746- 9000
Fax: (866) 770-5629
All other provisions of the bond remain unchanged.
AXIS 1012189 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
10 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
STOP PAYMENT ORDER LIABILITY INSURING AGREEMENT RIDER
STOP PAYMENT ORDER LIABILITY INSURING AGREEMENT COVERAGE SCHEDULE | ||
Stop Payment Order Liability Insuring
Agreement Single Loss Limit of Liability |
Stop Payment Order Liability Insuring Agreement Single Loss Deductible | |
$50,000 | $50,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. | The Section entitled INSURING AGREEMENTS is amended by the addition of the following new Insuring Agreement: |
STOP PAYMENT ORDER LIABILITY
Loss resulting directly from the Insureds legal liability for:
(1) | compliance with or failure to comply with a request by a customer of the Insured, or such customers authorized agent, to stop payment on any draft made or drawn upon or against the Insured by such customer or such customers authorized agent; or |
(2) | refusal to pay any draft made or drawn upon or against the Insured by a customer of the Insured or such customers authorized agent. |
B. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Stop Payment Order Liability Insuring Agreement are as set forth in the Declarations or in the above schedule. |
All other provisions of the bond remain unchanged.
AXIS 1012200 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
11 |
12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
UNCOLLECTIBLE ITEMS OF DEPOSIT INSURING AGREEMENT RIDER
UNCOLLECTIBLE ITEMS OF DEPOSIT INSURING AGREEMENT COVERAGE SCHEDULE | ||
Uncollectible Items of Deposit Insuring
Agreement Single Loss Limit of Liability |
Uncollectible Items of Deposit Insuring Agreement Single Loss Deductible | |
$5,000,000 |
$50,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. | The INSURING AGREEMENTS schedule is amended by the addition of the following new Insuring Agreement: |
UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting directly from the Insured having, in good faith, credited its customers, shareholders or subscribers account of any item of deposit which proves to be uncollectible, provided that:
(1) | the item was held for a minimum of 5 days before any redemption, withdrawal, dividend payment or share issuance occurs with respect to that item of deposit; and |
(2) | there was a redemption, withdrawal, dividend payment or share issuance with respect to that item of deposit. |
Items of Deposit shall not be deemed uncollectible until the Insureds collection procedures have failed.
For the purposes of this Insuring Agreement, Item of Deposit means any one or more checks or drafts drawn upon a financial institution in the United States of America.
B. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Uncollectible Items of Deposit Insuring Agreement are as set forth in the Declarations or in the above schedule. |
All other provisions of the bond remain unchanged.
AXIS 1012202 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
12 |
12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
AUTOMATIC INCREASE IN LIMITS FOR INVESTMENT COMPANIES RIDER
It is agreed that the CONDITIONS AND LIMITATIONS, the LIMIT OF LIABILITY section, is amended by the addition of the following new subsection:
Automatic Increase in Limits for Investment Companies
If an increase in bonding limits is required pursuant to Rule 17g-1 of the Investment Company Act of 1940 (Rule 17g-1), as amended, due to an increase in asset size of current investment companies covered under this bond, then the minimum increase in limits required to comply with Rule 17g-1 shall take place automatically without payment of additional premium for the remainder of the Bond Period; provided, however, that in no event shall the maximum Single Loss Limit of Liability for each Single Loss under this bond exceed $5,500,000.
All other provisions of the bond remain unchanged.
AXIS 1012210 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
13 |
12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
AUTOMATIC COVERAGE FOR NEW INVESTMENT FUNDS RIDER
It is agreed that:
Notwithstanding anything to the contrary in the bond, if, after the effective date of this bond, the Insured creates or acquires any new Investment Fund, then such fund shall be covered under this bond, subject to its terms and conditions, only if:
(a) | the fair value of all cash, securities, assumed indebtedness and other consideration paid by the Insured did not exceed 10% of the total consolidated assets of the Insured as of the date of the Insureds most recent audited consolidated financial statement prior to such transaction; and |
(b) | the total combined limit of liability for the Insured, as required by Rule 17g-1 of the Investment Company Act of 1940, as amended, including such newly acquired or created fund, does not exceed $5,500,000; or |
(c) | the Underwriter, at its sole option upon submission of such information as the Underwriter may require, payment of any additional premium, and/or amendment of the provisions of the bond, agrees to provide coverage for such fund. |
There is no coverage under this bond for any event discovered prior to the effective date of such creation or acquisition.
All other provisions of the bond remain unchanged.
AXIS 1012211 0119 | Includes copyright material of The Surety Association of America | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
14 |
12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
CENTRAL HANDLING OF SECURITIES RIDER
SCHEDULE | ||
DEPOSITORY | LOCATION COVERED | |
All Depositories used by the Insured | All Locations of Depositories used by the Insured |
It is agreed that:
1. | Those premises of Depositories listed in the above Schedule shall be deemed to be premises of the Insured but only as respects coverage on Certificated Securities. |
2. | Certificated Securities held by such Depository shall be deemed to be Property as defined in the attached bond to the extent of the Insureds interest therein as effected by the making of appropriate entries on the books and records of such Depository. |
3. | The attached bond does not afford coverage in favor of any Depository listed in the Schedule above. When the Underwriter indemnifies the Insured for a loss covered hereunder, the Insured will assign the rights and causes of action to the extent of the claim payment against the Depository, or any other entity or person against whom it has a cause of action, to the Underwriter. |
4. | If the rules of the Depository named in the Schedule above provide that the Insured shall be assessed for a portion of the judgment (or agreed settlement) taken by the Underwriter based upon the assignment set forth in part 3. above and the Insured actually pays such assessment, then the Underwriter will reimburse the Insured for the amount of the assessment but not exceeding the amount of loss payment by the Underwriter. |
All other provisions of the bond remain unchanged.
SR 5967e 1087 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
15 |
12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
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. |
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. |
All other provisions of the bond remain unchanged.
SR 6145b 0690 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
16 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
CRYPTOCURRENCY EXCLUSION RIDER
It is agreed that:
A. | The attached bond is amended by adding to Section 2. EXCLUSIONS - CONDITIONS AND LIMITATIONS, the following: |
loss resulting directly or indirectly from the theft, disappearance or destruction of Cryptocurrency or from the change in value of Cryptocurrency.
B. | The attached bond is amended by adding to the bond CONDITIONS AND LIMITATIONS, Section 1. DEFINITIONS the following: |
Cryptocurrency means a digital or electronic medium of exchange, operating independently of a central authority, in which encryption techniques are used to regulate the generation of units and to verify the transfer of such units from one person to another.
All other provisions of the bond remain unchanged.
SR 6343 0321 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
17 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
FIDUS INVESTMENT CORPORATION RIDER
It is agreed that:
I. | Insuring Agreement (A) FIDELITY is amended by inserting , including larceny or embezzlement within the meaning of Section 37 of The Investment Company Act of 1940, after dishonest or fraudulent acts. |
II. | General Agreement C. CHANGE OF CONTROL NOTICE is amended by replacing the first two paragraphs with the following, respectively: |
When the Insured learns of a change in control, it shall give written notice to the Underwriter as soon as practicable, but in no event later than 30 days, after such change in control has occurred. Such notice shall contain the names of the transferors and the transferees (or the names of the beneficial owners if the voting securities are requested in another name), 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 the total number of outstanding voting securities.
As used in this General Agreement, control shall have the meaning set forth in Section 2(a)(9) of the Investment Company Act of 1940, and means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. A change in control, for the purposes of giving the required notice, means a change in ownership of voting securities of a company which results in direct or indirect ownership by a securities holder or an affiliated group of securities holders of more than 25% of such voting securities.
III. | The Conditions and Limitations are amended by inserting the following after subparagraph (6) in Subsection 1(e) Employee: |
(7) | any officer, partner or employee of an investment advisor, an underwriter (distributor), a transfer agent or shareholder accounting record-keeper, or an administrator authorized by written agreement to keep financial and/or other required records, for an investment company named as Insured while performing acts coming within the scope of the usual duties of an officer or employee of any investment company named as Insured herein, or while acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to the Property of any such investment company, provided that only employees or partners of a transfer agent, shareholder accounting record-keeper or administrator which is an affiliated person as defined in the Investment Company Act of 1940, of an investment company named as Insured or is an affiliated person of the adviser, underwriter or administrator of such investment company, and which is not a bank, shall be included within the definition of Employee. |
All other provisions of the bond remain unchanged.
MANU-9333 0620 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
18 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
S.E.C. Sole Insured Cancelation Clause Rider
It is agreed that:
1. The attached bond shall not be canceled, as provided in parts (a) and (b) of Section 12. or modified by rider except after 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 days prior to the effective date of such cancelation or modification.
2. This rider shall become effective when the bond becomes effective.
All other provisions remain unchanged.
SR 5384c 1087 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
19 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
MANUSCRIPT AMEND DEFINITION OF PROPERTY RIDER (DOES NOT INCLUDE NON-FUNGIBLE TOKENS)
It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled DEFINITIONS, the definition of Property is amended by the addition of the following:
Notwithstanding the foregoing, Property does not include non-fungible tokens.
All other provisions of the bond remain unchanged.
MANU 1013176 0521 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
20 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
MANUSCRIPT AMEND EXCLUSION (M) RIDER
It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled EXCLUSIONS, exclusion (m) is replaced with the following:
(m) loss resulting directly or indirectly from surrender of property as a result of:
(1) | kidnaping, |
(2) | payment of ransom or any extortion-related payment, |
(3) | threats of bodily harm to any person, except the custodian of the property, or of damage to the premises or property of the Insured, or |
(4) | actual disappearance, damage, destruction, confiscation, or theft of property intended as a ransom or extortion payment while held or conveyed by a person duly authorized by the Insured to have custody of such property, except when resulting from threats of bodily harm to the custodian of the property as described in (3) above, |
except when covered under Insuring Agreement (A);
All other provisions of the bond remain unchanged.
MANU 1013160 0421 | Page 1 of 1 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
21 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
COMPUTER SYSTEMS FRAUD INSURING AGREEMENT RIDER
COMPUTER SYSTEMS FRAUD INSURING AGREEMENT COVERAGE SCHEDULE | ||
Computer Systems Fraud Insuring Agreement Single Loss Limit of Liability |
Computer Systems Fraud Insuring Agreement Single Loss Deductible | |
$5,000,000 | $50,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. | The INSURING AGREEMENTS section is amended by the addition of the following Insuring Agreement: |
COMPUTER SYSTEMS FRAUD
Loss resulting directly from a fraudulent:
(1) | entry of Electronic Data or Computer Program into; or |
(2) | change of Electronic Data or Computer Program within; |
any Computer System operated by the Insured, whether owned or leased; or any Computer System identified in the application for this bond; or a Computer System first used by the Insured during the Bond Period, as provided by General Agreement B of this bond;
provided that the entry or changecauses:
(a) | Property to be transferred, paid, or delivered; |
(b) | an account of the Insured, or of its customer, to be added, deleted, debited, or credited; or |
(c) | an unauthorized account or a fictitious account to be debited or credited; |
without the knowledge or consent of the Insured.
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.
AXIS 1012861 0221 | Page 1 of 3 |
FINANCIAL INSTITUTION BOND |
B. | Solely with respect to the coverage provided by this Rider, the DEFINITIONS section is amended by the addition of the following definitions: |
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.
Computer System means:
(1) | computers with related peripheral components, including storage components wherever located; |
(2) | systems and applications software; |
(3) | terminal devices; and |
(4) | related communications networks; by which Electronic Data are electronically collected, transmitted, processed, stored, and retrieved. |
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.
C. | Solely with respect to the coverage provided by this Rider, the EXCLUSIONS section is amended by the addition of the following Exclusions: |
loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, including but not limited to Social Engineering Fraud, regardless of any deductible amount or limit of liability;
loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by this rider, and such liability would have been be imposed on the Insured regardless of the existence of such contract;
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;
loss resulting directly or indirectly from:
(1) | mechanical failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual deterioration, electrical disturbance, or electrical surge which affects a Computer System; |
(2) | failure or breakdown of Electronic Data processing media; or |
(3) | error or omission in programming or processing; |
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;
AXIS 1012861 0221 | Page 2 of 3 |
FINANCIAL INSTITUTION BOND |
D. | Notwithstanding anything to the contrary with respect to any similar Exclusion set forth in any Protected Information Exclusion Rider attached to this bond, solely with respect to the coverage provided by this Rider, the EXCLUSIONS section is amended by the addition of the following Exclusion: |
loss resulting directly or indirectly from the: (1) theft, disappearance, or destruction of; (2) unauthorized use or disclosure of; (3) unauthorized access to; or (4) failure to protect any:
(a) | confidential or non-public information; or |
(b) | personal or personally identifiable information; |
that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard, except that this shall not apply to the extent that any unauthorized use or disclosure of such information subsequently results in a direct loss otherwise covered under the Computer Systems Fraud Insuring Agreement.
E. | The exclusion below, found in the EXCLUSIONS section of financial institution 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);
F. | The Single Loss Defined subsection of the LIMIT OF LIABILITY section is amended by the addition of the following: |
Solely with respect to theComputer Systems Fraud Insuring Agreement, all loss or series of losses involving the fraudulent acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically identified, shall be treated as a Single Loss and subject to the Single Loss Limit of Liability. A series of losses involving unidentified individuals but arising from the same method of operation shall be deemed to involve the same individuals and in that event shall be treated as a Single Loss and subject to the Single Loss Limit of Liability.
G. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Computer Systems Fraud Insuring Agreement are as set forth in the Declarations or in the above schedule. |
All other provisions of the bond remain unchanged.
AXIS 1012861 0221 | Page 3 of 3 |
FINANCIAL INSTITUTION BOND |
Rider Number | Effective Date of Rider | Bond Number | Premium | |||
22 | 12:01 a.m. on 06/15/2021 | P-001-000127115-02 | N/A |
SOCIAL ENGINEERING FRAUD INSURING AGREEMENT RIDER
SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE | ||
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability |
$250,000 | |
Social Engineering Fraud Insuring Agreement Single Loss Limit of Liability |
Social Engineering Fraud Insuring Agreement Single Loss Deductible | |
$250,000 | $50,000 | |
Social Engineering Fraud Insuring Agreement Prior Acts Date |
06/21/2016 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. | The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement: |
SOCIAL ENGINEERING FRAUD
Loss resulting directly from an Employee having, in good faith, transferred, paid, or delivered Money or Securities from the Insureds account to a person or account outside of the Insureds control, in reliance upon a Social Engineering Fraud Instruction directing such transfer, payment, or delivery of Money or Securities.
B. | Solely with respect to the coverage provided by this Rider, the DEFINITIONS section is amended by the addition of the following new definitions: |
Authorized Transfer Agent means:
(1) | a director, officer, partner, member, or sole proprietor of the Insured; |
(2) | an Employee who is authorized by the Insured to instruct other Employees to transfer, pay or deliver the Insureds Money or Securities; or |
AXIS 1012225 0221 | Page 1 of 4 |
FINANCIAL INSTITUTION BOND |
(3) | an employee of a Vendor authorized by such Vendor and the Insured to direct the Insureds Employees to transfer, pay or deliver the Insureds Money or Securities in accordance with the terms of a written agreement between the Vendor and the Insured. |
Securities means Certificated Securities or Uncertificated Securities.
Social Engineering Fraud Instruction means a telephonic, written, or electronic instruction communicated to an Employee by a natural person purporting to be an Authorized Transfer Agent, or by an individual acting in collusion with such person, for the purpose of intentionally misleading an Employee to transfer, pay, or deliver the Insureds Money or Securities, but which instruction was not actually made by an Authorized Transfer Agent; provided, however, that Social Engineering Fraud Instruction shall not include any such instruction communicated by an employee of a Vendor who was acting in collusion with any third-party in communicating such instruction.
Vendor means any entity or natural person that provides goods or support services to the Insured pursuant to a written agreement between the Vendor and the Insured. Vendor does not include any customer, automated clearing house, custodian, financial institution, administrator, counter-party, or any similar entity.
C. | Solely with respect to the coverage provided by this Rider, and solely with respect to bond forms 15 and 24, the DEFINITIONS section is amended by the addition of the following new definition: |
Uncertificated 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) | not represented by an instrument and the transfer of which is registered upon books maintained for that purpose by or on behalf of the issuer; |
(2) | of a type commonly dealt in on securities exchanges or markets; and |
(3) | either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations. |
D. | The EXCLUSIONS section, Exclusion (h), is replaced by the following: |
(h) | loss caused by an Employee, except when covered under: |
(1) | Insuring Agreement (A); |
AXIS 1012225 0221 | Page 2 of 4 |
FINANCIAL INSTITUTION BOND |
(2) | Insuring Agreement (B) or (C) and resulting directly from misplacement, mysterious unexplainable disappearance, or destruction of or damage to Property; or |
(3) | the Social Engineering Fraud Insuring Agreement and resulting directly from unintentional acts of the Employee. |
E. | The EXCLUSIONS section is amended by the addition of the following Exclusion: |
loss resulting directly or indirectly from an Employee relying upon and/or acting upon a Social Engineering Fraud Instruction, except when covered under the Social Engineering Fraud Insuring Agreement.
F. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Social Engineering Fraud Insuring Agreement are as set forth in the Declarations or in the above schedule. |
G. | The LIMIT OF LIABILITY section is amended by the addition of the following: |
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability
The Underwriters total liability for all losses covered under the Social Engineering Fraud Insuring Agreement and discovered during the Bond Period shown in Item 2 of the Declarations shall not exceed the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability set forth in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE. The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall be reduced by the amount of any payment made under the terms of the Social Engineering Fraud Insuring Agreement.
Upon exhaustion of the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability by such payments:
(a) the Underwriter shall have no further liability for loss or losses under the Social Engineering Fraud Insuring Agreement regardless of when discovered and whether or not previously reported to the Underwriter, and
(b) solely with respect to the Social Engineering Fraud Insuring Agreement, the Underwriter shall have no obligation under General Agreement F to continue the defense of the Insured, and upon notice by the Underwriter to the Insured that the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability has been exhausted, the Insured shall assume all responsibility for its defense at its own cost.
The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability is part of, and not in addition to, the Aggregate Limit of Liability shown in Item 3 of the Declarations.
The Social Engineering Fraud Insuring Agreement 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.
AXIS 1012225 0221 | Page 3 of 4 |
FINANCIAL INSTITUTION BOND |
H. | The Social Engineering Fraud Insuring Agreement does not apply to any loss discovered during the Bond Period but occurring prior to the Social Engineering Fraud Insuring Agreement Prior Acts Date set forth in the Coverage Schedule of this Rider. |
All other provisions of the bond remain unchanged.
AXIS 1012225 0221 | Page 4 of 4 |
Exhibit 99.2
Secretarys Certificate
The undersigned, Shelby E. Sherard, being the duly elected, qualified and acting Chief Financial Officer, Chief Compliance Officer and Corporate Secretary of Fidus Investment Corporation, a Maryland corporation (the Company) and Fidus Mezzanine Capital, L.P., a Delaware limited partnership (the Fund), does hereby certify that:
1. By the affirmative vote of a majority of the directors of the Company and a majority of the directors of the Fund, including a majority of such directors who are not interested persons (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the 1940 Act)) of the Company or the Fund (the Independent Directors), the following resolutions were adopted at a meeting duly called and held on June 10, 2021:
WHEREAS, the Board of the Company has reviewed the renewal of the Companys Investment Company Bond, issued by Axis Insurance Company (the Fidelity Bond), which includes as joint insured the Fund; and
WHEREAS, the Board of the Company has considered, among other things: (i) the required amount of fidelity bond coverage for a joint insured bond under the 1940 Act; (ii) the form and amount of fidelity bond coverage in light of the securities and funds of the Company; (iii) the type and terms of the arrangements made for the custody of such securities and funds; (iv) the number of the insured parties; (v) the nature of securities and other investments to be held by the Company; (vi) the amount of premium for the Fidelity Bond allocable to the Company and the Fund; and (vii) the comparative amount that the Company would have had to pay if it had provided and maintained a single insured bond.
NOW, THEREFORE, BE IT RESOLVED, that the Board of the Company, including all of the Independent Directors hereby determine that the Fidelity Bond is reasonable in form and amount;
FURTHER RESOLVED, that the Authorized Officers (as defined below) 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 Authorized Officers 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);
FURTHER RESOLVED, that the Chief Compliance Officer of the Company be and hereby is, designated as the party responsible for making the necessary filings and giving the notices with respect to such bond required by paragraph (g) of Rule 17g-1 under the 1940 Act; and
FURTHER RESOLVED, that the Companys and the Funds Chief Executive Officer, Secretary and Chief Financial Officer (the Authorized Officers) are, and each of them hereby is, authorized and empowered to take any and all action that they may deem necessary, proper or advisable in order to carry out the intent and accomplish the purposes of the preceding resolutions.
2. Premiums due under the Fidelity Bond have been paid for the period June 15, 2021 to June 15, 2022.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 22nd day of July, 2021.
/s/ Shelby E. Sherard |
Shelby E. Sherard |
Chief Financial Officer, Chief Compliance Officer and Corporate Secretary |
Exhibit 99.3
AGREEMENT REGARDING FIDELITY BOND
This Agreement Regarding the Fidelity Bond is dated effective as of the 15th day of June, 2021, by and among Fidus Investment Corporation (the Company), Fidus Mezzanine Capital, L.P. (the Fund) and Fidus Mezzanine Capital II, L.P. (collectively with the Company and the Fund, the Insureds).
WHEREAS, the Insureds are parties to that certain Financial Institution Bond No. P-001-000127115-01, a joint insured fidelity bond issued by Axis Insurance Company in the amount of $5,000,000 (the Bond); and
WHEREAS, pursuant to Rule 17g-1(f) under the Investment Company Act of 1940, as amended (the 1940 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 two or more of the Insureds, each Insured shall receive an equitable and proportionate share of the recovery, provided that, in the case of the Company and the Fund, such recovery shall be at least equal to the amount which the Company or the Fund 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 1940 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.
FIDUS INVESTMENT CORPORATION | ||||
By: | /s/ Edward H. Ross | |||
Name: | Edward H. Ross | |||
Title: | Chief Executive Officer | |||
FIDUS MEZZANINE CAPITAL, L.P. | ||||
By: | Fidus Investment GP, LLC, its general partner | |||
By: | Fidus Investment Advisors, LLC, its manager | |||
By: | /s/ Edward H. Ross | |||
Name: | Edward H. Ross | |||
Title: | Chief Executive Officer | |||
FIDUS MEZZANINE CAPITAL II, L.P. | ||||
By: | Fidus Investment GP, LLC, its general partner | |||
By: | Fidus Investment Advisors, LLC, its manager | |||
By: | /s/ Edward H. Ross | |||
Name: | Edward H. Ross | |||
Title: | Chief Executive Officer |