March 23, 2016
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Public Filing Room
Re: | Rule 17g-1 Filing |
TCW Strategic Income Fund, Inc. (File No. 811-04980)
(the Fund)
Dear Sir or Madam:
As required by Rule 17g-1 under the Investment Company Act of 1940 (the 1940 Act), I enclose the following on behalf of the Fund:
(1) | Copy of the joint fidelity bond; |
(2) | Certificate of the Assistant Secretary of the Fund that contains a copy of the resolutions from the February 29, 2016 meeting of the Funds Board of Directors, at which a majority of Directors who are not considered to be interested persons within the meaning of the 1940 Act approved the amount, allocation, type, form and coverage of the joint fidelity bond; and |
(3) | Copy of the amended and restated joint insured bond agreement. |
The premium has been paid for the period February 28, 2016 to February 28, 2017. Had the Fund obtained a separate fidelity bond, the amount of coverage required would have been $750,000.
Very truly yours, | ||
/s/ Patrick W. Dennis | ||
Patrick W. Dennis Assistant Secretary |
Enclosures
POLICYHOLDER NOTICE
Thank you for purchasing insurance from a member company of American International Group, Inc. (AIG). The AIG member companies generally pay compensation to brokers and independent agents, and may have paid compensation in connection with your policy. You can review and obtain information about the nature and range of compensation paid by AIG member companies to brokers and independent agents in the United States by visiting our website at www.aig.com/producercompensation or by calling 1-800-706-3102.
91222 (4/13)
National Union Fire Insurance Company of Pittsburgh, Pa.
A capital stock company
POLICY NUMBER: 01-146-40-97 | REPLACEMENT OF POLICY NUMBER: 02-933-03-94 |
INVESTMENT COMPANY BLANKET BOND
DECLARATIONS:
ITEM 1. Name of Insured (herein called Insured): TCW STRATEGIC INCOME FUND, INC; | ||||
TCW FUNDS, INC.; | ||||
METWEST FUNDS; | ||||
TCW ALTERNATIVE FUNDS | ||||
Principal Address: |
865 SOUTH FIGUEROA STREET LOS ANGELES, CA 90017 |
ITEM 2. | Bond Period: from 12:01 a.m. February 28, 2016 to February 28, 2017 the effective date of the termination or cancellation of this bond, standard time at the Principal Address as to each of said dates. | |
ITEM 3. | Limit of Liability - Subject to Sections 9, 10 and 12 hereof, |
Single Loss Limit of Liability |
Single Loss Deductible | |||
Insuring Agreement A (Fidelity)- |
$6,150,000 | $Nil | ||
Insuring Agreement B (Audit Expense)- |
$100,000 | $5,000 | ||
Insuring Agreement C (On Premises)- |
$6,150,000 | $10,000 | ||
Insuring Agreement D (In Transit)- |
$6,150,000 | $10,000 | ||
Insuring Agreement E (Forgery or Alteration)- |
$6,150,000 | $10,000 | ||
Insuring Agreement F (Securities)- |
$6,150,000 | $10,000 | ||
Insuring Agreement G (Counterfeit Currency)- |
$6,150,000 | $10,000 | ||
Insuring Agreement H (Stop Payment)- |
$100,000 | $5,000 | ||
Insuring Agreement I (Uncollectible Items of Deposit)- |
$100,000 | $5,000 | ||
Additional Coverages: |
||||
Insuring Agreement J (Computer Systems) |
$6,150,000 | $10,000 | ||
Insuring Agreement K (Unauthorized :Signatures) |
$100,000 | $5,000 | ||
Insuring Agreement L (Claims Expense) |
$100,000 | $5,000 |
41205 (04/95) | 1 | |||
© All rights reserved. |
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 4. |
Offices or Premises Covered-Offices acquired or established subsequent to the effective date of this bond are covered according to the terms of General Agreement A. All the Insureds offices or premises in existence at the time this bond becomes effective are covered under this bond except the offices or premises located as follows: No Exceptions |
ITEM 5. |
The liability of the Underwriter is subject to the terms of the following riders attached thereto: : Endorsement # 1, #2, #3, #4, #5, #6, #7, #8, #9, #10,#11, #12 |
ITEM 6. |
The Insured by the acceptance of this bond gives to the Underwriter terminating or canceling prior bond(s) or policy(ies) No.(s) 02-933-03-94 such termination or cancellation to be effective as of the time this bond becomes effective. |
PREMIUM: $13,951
41205 (04/95) | 2 | |||
© All rights reserved. |
IN WITNESS WHEREOF, the Insurer has caused this Policy to be signed by its President, Secretary and Authorized Representative. This Policy shall not be valid unless signed below at the time of issuance by an authorized representative of the insurer.
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|||||
PRESIDENT | SECRETARY | |||||
National Union Fire Insurance Company of Pittsburgh, Pa. |
National Union Fire Insurance Company of Pittsburgh, Pa. |
|
AUTHORIZED REPRESENTATIVE |
|
|
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COUNTERSIGNED AT | DATE | COUNTERSIGNATURE |
FRANK CRYSTAL & CO INC
32 OLD SLIP
NEW YORK, NY 10005
7239640
41205 (04/95) | 3 | |||
© All rights reserved. |
National Union Fire Insurance Company of Pittsburgh, ®
Pa.
A capital stock company
INVESTMENT COMPANY BLANKET BOND
The Underwriter, in consideration of an agreed premium, and subject to the Declarations made a part hereof, the General Agreements, Conditions and Limitations and other terms of this bond, agrees with the Insured, in accordance with the Insuring Agreements hereof to which an amount of insurance is applicable as set forth in Item 3 of the Declarations and with respect to loss sustained by the Insured at any time but discovered during the Bond Period, to indemnify and hold harmless the Insured for:
INSURING AGREEMENTS
41206 (9/ 84) | 1 | © All rights reserved. |
41206 (9/ 84) | 2 | © All rights reserved. |
41206 (9/ 84) | 3 | © All rights reserved. |
GENERAL AGREEMENTS
41206 (9/ 84) | 4 | © All rights reserved. |
THE FOREGOING INSURING AGREEMENTS AND
GENERAL AGREEMENTS ARE SUBJECT TO
THE FOLLOWING CONDITIONS
AND LIMITATIONS:
41206 (9/ 84) | 5 | © All rights reserved. |
41206 (9/ 84) | 6 | © All rights reserved. |
41206 (9/ 84) | 7 | © All rights reserved. |
41206 (9/ 84) | 8 | © All rights reserved. |
41206 (9/ 84) | 9 | © All rights reserved. |
41206 (9/ 84) | 10 | © All rights reserved. |
41206 (9/ 84) | 11 | © All rights reserved. |
41206 (9/ 84) | 12 | © All rights reserved. |
41206 (9/ 84) | 13 | © All rights reserved. |
ENDORSEMENT# 1
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
NOTICE OF CLAIM
(REPORTING BY E- MAIL)
In consideration of the premium charged, it is hereby understood and agreed as follows:
1. | Email Reporting of Claims: In addition to the postal address set forth for any Notice of Claim Reporting under this policy, such notice may also be given in writing pursuant to the policys other terms and conditions to the Insurer by email at the following email address: |
c- claim@AIG.com
Your email must reference the policy number for this policy. The date of the Insurers receipt of the emailed notice shall constitute the date of notice.
In addition to Notice of Claim Reporting via email, notice may also be given to the Insurer by mailing such notice to: AIG, Financial Lines Claims, P.O. Box 25947, Shawnee Mission, KS 66225 or faxing such notice to (866) 227- 1750.
2. | Definitions: For this endorsement only, the following definitions shall apply: |
(a) | Insurer means the Insurer, Underwriter or Company or other name specifically ascribed in this policy as the insurance company or underwriter for this policy. |
(b) | Notice of Claim Reporting means notice of claim/ circumstance, notice of loss or other reference in the policy designated for reporting of claims, loss or occurrences or situations that may give rise or result in loss under this policy. |
(c) | Policy means the policy, bond or other insurance product to which this endorsement is attached. |
3. | This endorsement does not apply to any Kidnap & Ransom/ Extortion Coverage Section, if any, provided by this policy. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
|
AUTHORIZED REPRESENTATIVE |
99758 (8/ 08) |
© All rights reserved. END 001
Page 1 of 1 |
ENDORSEMENT# 2
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMEND GENERAL AGREEMENT A
It is agreed that:
1. | General Agreement A, Additional Officers or Employees - Consolidation or Merger-Notice, paragraph (2) is hereby amended to read as follows: |
2. | If an Investment Company, named as Insured herein, shall, while this bond is in force, merge or consolidate with, or purchase the assets of another institution, coverage for such acquisition shall apply automatically from the date of creation or acquisition. The Insured shall notify the Underwriter of such acquisition within 60 days of said date, and an additional premium shall be computed only if such acquisition involves additional offices or employees. |
2. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitation, conditions or provisions of the attached bond other than as above stated.
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AUTHORIZED REPRESENTATIVE |
© All rights reserved.
MNSCPT |
END 2 |
ENDORSEMENT# 3
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMEND NAMED INSURED
In consideration of the premium charged for the attached bond, it is hereby agreed that:
1. | From and after the time this rider becomes effective, the Insured under the attached bond are: |
TCW Strategic Income Fund, Inc.
TCW Funds, Inc.
TCW Concentrated Value Fund
(formerly known as TCW Focused Equities Fund)
TCW Relative Value Dividend Appreciation Fund
(formerly known as TCW Dividend Focused Fund)
TCW Growth Fund
TCW Growth Equities Fund
TCW Large Cap Growth Fund
TCW Relative Value Large Cap Fund
(formerly known as TCW Diversified Value Fund)
TCW Relative Value Small Cap Fund
TCW Select Equities Fund
TCW Small Cap Growth Fund
TCW SMID Cap Growth Fund
TCW Value Opportunities Fund
TCW Core Fixed Income Fund
TCW High Yield Bond Fund
TCW Money Market Fund
TCW Short Term Bond Fund
TCW Total Return Bond Fund
TCW Emerging Markets Equities Fund
TCW Emerging Markets Income Fund
TCW Emerging Markets Local Currency Income Fund
TCW Global Conservative Allocation Fund
(formerly known as TCW Conservative Allocation Fund)
(formerly known as TCW LifePlan Conservative Fund)
MNSCPT |
END 3 |
ENDORSEMENT# 3 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
TCW Global Flexible Allocation Fund
(formerly known as TCW Aggressive Allocation Fund)
(formerly known as TCW LifePlan Aggressive Fund)
TCW Global Moderate Allocation Fund
(formerly known as TCW Moderate Allocation Fund)
(formerly known as TCW LifePlan Moderate Fund)
TCW Emerging Markets Multi-Asset Opportunities Fund
TCW Enhanced Commodity Strategy Fund
TCW Global Bond Fund
TCW International Growth Fund
TCW International Small Cap Fund
MetWestTotal Return Bond Fund
MetWest Low Duration Bond Fund
MetWest High Yield Bond Fund
MetWest Unconstrained Bond Fund
MetWest Intermediate Bond Fund
MetWest Ultra Short Bond Fund
MetWest Strategic Income Fund
MetWest Floating Rate Income Fund
MetWest AlphaTrak 500 Fund
MetWest Funds
TCW Alternative Funds
TCW/Gargoyle Hedged Value Funds
TCW Global Real Estate Fund
TCW High Dividend Equities Fund
TCW Developing Markets Equity Fund
Relative Value Mid Cap Fund
New America Premier Equities Fund
TCW/Gargoyle Dynamic 500 Fund
TCW/Gargoyle Systematic Value Fund
TCW High Dividend Equities Long/Short Fund
MNSCPT |
END 3 |
ENDORSEMENT# 3 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
2. | The first named Insured shall act for itself and for each and all of the Insured for all the purposes of the attached bond. |
3. | Knowledge possessed or discovery made by any Insured or by any partner or officer thereof shall for all the purposes of the attached bond constitute knowledge or discovery by all the Insured. |
4. | If, prior to the termination of the attached bond in its entirety, the attached bond is terminated as to any Insured, there shall be no liability for any loss sustained by such Insured unless discovered before the time such termination as to such Insured becomes effective. |
5. | The liability of the Underwriter for loss or losses sustained by any or all of the Insured shall not exceed the amount for which the Underwriter would be liable had all such loss or losses been sustained by any one of the Insured. Payment by the Underwriter to the first named Insured of loss sustained by any Insured shall fully release the Underwriter on account of such loss. |
6. | If the first named Insured ceases for any reason to be covered under the attached bond, then the Insured next named shall thereafter be considered as the first named Insured for all the purposes of the attached bond. |
7. | The attached bond shall be subject to all its agreements, limitations, and conditions except as herein expressly modified. |
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AUTHORIZED REPRESENTATIVE |
© All rights reserved.
MNSCPT |
END 3 |
ENDORSEMENT# 4
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMEND SECTION 13., TERMINATION
It is agreed that:
1. | The attached bond is hereby amended by deleting Section 13., TERMINATION, in its entirety and substituting the following: |
The Underwriter may terminate this bond as an entirety by furnishing written notice specifying the termination date which cannot be prior to 90 days after the receipt of such written notice by each Investment Company named as Insured and the Securities and exchange Commission, Washington, D.C. The Insured may terminate this bond as an entirety by furnishing written notice to the Underwriter. When the Insured cancels, the Insured shall furnish written notice to the Securities and Exchange Commission, Washington, D.C. prior to 90 days before the effective date of the termination. The Underwriter shall notify all other Investment Companies named as Insured of the receipt of such termination notice and the termination cannot be effective prior to 90 days after receipt of written notice by all other Investment Companies. Premiums are earned until the termination date as set forth herein.
This Bond will terminate as to any one Insured, (other than a registered management investment company), immediately upon taking over of such Insured by receiver or other liquidator or by State or Federal officials, or immediately upon the filing of a petition under any State of Federal statute relative to bankruptcy or reorganization of the Insured, or assignment for the benefit of creditors of the Insured, or immediately upon such Insured ceasing to exist, whether through merge into another entity or by disposition of all of its assets.
This Bond will terminate as to any registered management investment company upon the expiration of 90 days after written notice has been given to the Securities and Exchange Commission, Washington, D.C.
The Underwriter shall refund the unearned premium computed at short rates in accordance with the standard short rate cancellation tables if terminated by the Insured or pro rata terminated for any other reason.
This bond shall terminate
MNSCPT |
END 4 |
ENDORSEMENT# 4 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
a. | as to any Employee as soon as any partner, officer or supervisory Employee of the Insured, who is not in collusion with such Employee, shall learn of any dishonest or fraudulent act(s), including Larceny or Embezzlement on the part of such Employee without prejudice to the loss of any Property then in transit in the custody of such Employee and upon the expiration of ninety (90) days after written notice has been given to the Securities and exchange Commission, Washington, D.C. (See Section 16(d)) and to the Insured Investment Company, or |
b. | as to any Employee 90 days after receipt by each Insured and by the Securities and Exchange Commission of a written notice from the Underwriter of its desire to terminate this bond as to such Employee, or |
c. | as to any person, who is a partner, officer or employee of any Electronic Date Processor covered under this bond, from and after the time that the Insured or any Partner or office thereof not in collusion with such person shall have knowledge or information that such person has committed any dishonest or fraudulent act(s), including Larceny or Embezzlement in the service of the Insured or otherwise, whether such act be committed before or after the time this bond is effective. |
2. | Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, limitations, conditions, or provisions of the attached bond other than as above stated. |
| ||||
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
MNSCPT |
END 4 |
ENDORSEMENT# 5
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
AMEND SECTION 4 DISCOVERY RIDER
In consideration of the premium charged, it is hereby understood and agreed that the bond is hereby amended as follows:
1. | Section 4. is amended by deleting the second sentence of the first paragraph in its entirety and replacing it with the following: |
At the earliest practicable moment after discovery of any loss hereunder, the Chief Financial Officer, General Counsel, or Human Resources Officer (or the equivalent position) shall give the Underwriter written notice thereof and shall also within six months after such discovery furnish to the Underwriter affirmative proof of loss with full particulars.
2. | Section 4. is further amended by deleting the second paragraph in its entirety and replacing it with the following: |
Discovery occurs when the Chief Financial Officer, General Counsel, or Human Resources Officer (or the equivalent position):
(a) | becomes aware of facts, or |
(b) | receives written notice of an actual or potential claim by a third party which alleges that the Insured is liable under circumstances |
which would cause a reasonable person to assume that a loss covered by the bond has been or will be incurred even though the exact amount or details of loss may not be then known.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
| ||||
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
MNSCPT |
END 5 |
ENDORSEMENT# 6
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
CANCELLATION AMENDATORY (PRO RATA)
Wherever used herein: (1) Policy means the policy or bond to which this endorsement or rider is made part of; (2)Insurer means the Insurer, Underwriter, Company or other name specifically ascribed in this Policy as the insurance company or underwriter for this Policy; (3) Company means the Named Entity, Named Corporation, Named Organization, Named Sponsor, Named Insured, First Named Insured, Insureds Representative or equivalent term stated in Item 1 of the Declarations; and (4) Period means the Policy Period, Bond Period or equivalent term stated in Item 2 of the Declarations.
In consideration of the premium charged, it is hereby understood and agreed that notwithstanding anything to the contrary in any CANCELLATION or TERMINATION clause of this Policy (and any endorsement or rider amending such cancellation or termination clause, including but not limited to any state cancellation/non-renewal amendatory attached to this policy), if this Policy shall be canceled by the Company, the Insurer shall retain the right to the premium amount for the portion of the Period during which the Policy was in effect.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
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AUTHORIZED REPRESENTATIVE |
© All rights reserved.
MNSCPT |
END 6 |
ENDORSEMENT# 7
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
CLAIMS EXPENSE
It is agreed that:
1. | The attached bond is hereby amended by adding to it an additional Insuring Agreement as follows: |
CLAIMS EXPENSE
Reasonable expenses necessarily incurred and paid by the Insured in preparing any valid claim for loss as defined in Insuring Agreements A, B, C, D, E, and F, and any other valid coverage added by rider which loss exceeds the Single Loss Deductible Amount of $5,000. The Underwriters maximum liability for such expenses paid by the Insured in preparing all such claims shall be limited $100,000. The aggregate limit of liability shall be limited to $100,000. |
2. | Exclusion (u) (1) is hereby deleted in its entirety. |
3. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements or the attached policy other than as above stated. |
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AUTHORIZED REPRESENTATIVE |
© All right reserved.
MNSCPT |
END 7 |
ENDORSEMENT# 8
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
COMPUTER CRIME COVERAGE RIDER
In consideration of the premium charged, it is hereby understood and agreed that bond is hereby amended as follows:
1. | All the terms and conditions of investment company blanket bond form 41206 (09/84) shall apply to coverage as is afforded by this endorsement unless specifically stated otherwise herein or in any endorsement attached hereto. |
2. | Items 4 of the Declarations is hereby amended by adding the following under Optional Insuring Agreements and Coverages: |
Single Loss Limit of Liability |
Single Loss Deductible | |||||
Computer Systems Fraud |
$6,150,000 | $10,000 | ||||
Data Processing Service Operations |
$6,150,000 | $10,000 | ||||
Voice Initiated Transfer Fraud |
$6,150,000 | $10,000 | ||||
Telefacsimile Transfer Fraud |
$6,150,000 | $10,000 | ||||
Destruction of Data or Programs by Hacker |
$6,150,000 | $10,000 | ||||
Destruction of Data or Programs by Virus |
$6,150,000 | $10,000 | ||||
Voice Computer Systems Fraud |
$6,150,000 | $10,000 |
3. | The Declarations page is hereby amended by adding the following paragraph to the end thereof: |
Item 7.
Voice Initiated Transfer Fraud
Under the terms of the Voice Initiated Transfer Fraud Insuring Agreement, the Insured must place verification call-back for each transfer in excess of $10,000
Telefacsimile Transfer Fraud
Under the terms of the Telefacsimile Transfer Fraud Insuring Agreement, the Insured must place a Verification call-back for each transfer in excess of $10,000
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
4. | The Insuring Agreements are hereby amended by adding the following Insuring Agreements to the Bond: |
COMPUTER SYSTEMS FRAUD
(F) | 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; provided the entry or change causes:
(i) | Property to be transferred, paid or delivered, |
(ii) | an account of the Insured, or of its customer, to be added, deleted, debited or credited, or |
(iii) | an unauthorized account or a fictitious account to be debited or credited. |
In this Insuring Agreement, fraudulent entry or change shall include such entry or change made by an Employee of the Insured acting in good faith:
(a) | on an instruction from a software contractor who has a written agreement with the Insured to design, implement or service programs for a Computer System covered by this Insuring Agreement, or |
(b) | on an instruction transmitted by Tested telex or similar means of Tested communication identified in the application for this bond purportedly sent by a customer, financial institution or automated clearing house. |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
DATA PROCESSING SERVICE OPERATIONS
(G) | Loss sustained by a Client of the Insured resulting directly from a fraudulent: |
(1) | entry of Electronic Data or a Computer Program into, or |
(2) | change of Electronic Data or a Computer Program within a Computer System covered under the terms of the COMPUTER SYSTEMS FRAUD Insuring Agreement, or |
(3) | entry or change of Electronic Data during electronic transmission or physical transit from the Insured to its Client, provided that the entry or change causes: |
(i) | Property to be transferred, paid or delivered, |
(ii) | an account of the Client, or a customer of the Client, to be added, deleted, debited or credited, or |
(iii) | an unauthorized account or a fictitious account to be debited or credited, |
and for which loss the Insured is legally liable to the Client as a provider of data processing services for such Client.
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:
(a) | on an instruction from a software contractor who has a written agreement with the Insured to design, implement or service programs for a Computer System covered by this Insuring Agreement, or |
(b) | on an instruction transmitted by Tested telex or similar means of Tested communication identified in the application for this bond purportedly sent by a customer, financial institution or automated clearing house. |
In this Insuring Agreement, Client means an entity for which the Insured serves as data processor under the terms of a written agreement.
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
VOICE INITIATED TRANSFER FRAUD
(H) | Loss resulting directly from the Insured having, in good faith, transferred Funds from a Customers account through a Computer System covered under the terms of the COMPUTER SYSTEMS FRAUD Insuring Agreement in reliance upon a fraudulent voice instruction transmitted by telephone which was purported to be from: |
(1) | an officer, director, partner or employee of a Customer of the Insured who was authorized by the Customer to instruct the Insured to make such transfer, |
(2) | an individual person who is a Customer of the Insured, or |
(3) | an Employee of the Insured in another office of the Insured who was authorized by the Insured to instruct other Employees of the Insured to transfer Funds, |
and was received by an Employee of the Insured specifically designated to receive and act upon such instructions, but the voice instruction was not from a person described in (1), (2) or (3) above, provided that:
(i) | such voice instruction was electronically recorded by the Insured and required password(s) or code word(s) given; and |
(ii) | if the transfer was in excess of the amount shown on the Declarations Page as the verification call-back amount for this Insuring Agreement, the voice instruction was verified by a call-back according to a prearranged procedure. |
As used in this Insuring Agreement, Customer means an entity or individual which has a written agreement with the Insured authorizing the Insured to rely on voice instructions to initiate transfers and has provided the Insured with the names of persons authorized to initiate such transfers, and with which the Insured has established an instruction verification mechanism.
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
TELEFACSIMILE TRANSFER FRAUD
(I) | Loss resulting directly from the Insured having, in good faith, transferred or delivered Funds, Certificated Securities or Uncertificated Securities through a Computer System covered under the terms of the COMPUTER SYSTEMS FRAUD Insuring Agreement in reliance upon a fraudulent instruction received through a Telefacsimile Device, and which instruction: |
(1) | purports and reasonably appears to have originated from: |
(a) | a Customer of the Insured, |
(b) | another financial institution, or |
(c) | another office of the Insured |
but, in fact, was not originated by the Customer or entity whose identification it bears, and
(2) | contains a valid test code which proves to have been used by a person who was not authorized to make use of it, and |
(3) | contains the name of a person authorized to initiate such transfer; |
provided that, if the transfer was in excess of the amount shown on the Declarations as the verification call-back amount for this Insuring Agreement, the instructions was verified by a call-back according to a prearranged procedure.
As used in this Insuring Agreement, Customer means an entity or individual which has a written agreement with the Insured authorizing the Insured to rely on Telefacsimile Device instructions to initiate transfers and has provided the Insured with the names of persons authorized to initiate such transfers, and with which the Insured has established an instruction verification mechanism.
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
DESTRUCTION OF DATA OR PROGRAMS BY HACKER
(J) | Loss resulting directly from the malicious destruction of, or damage to, Electronic Data or Computer Programs owned by the Insured or for which the Insured is legally liable while stored within a Computer System covered under the terms of the COMPUTER SYSTEMS FRAUD Insuring Agreement. |
The liability of the Company shall be limited to the cost of duplication of such Electronic Data or Computer Programs from other Electronic Data or Computer Programs which shall have been furnished by the Insured.
In the event, however, that destroyed or damaged Computer Programs cannot be duplicated from other Computer Programs, the Company will pay the cost incurred for computer time, computer programmers, consultants or other technical specialists as is reasonable necessary to restore the Computer Programs to substantially the previous level of operational capability.
DESTRUCTION OF DATA OR PROGRAMS BY VIRUS
(K) | Loss resulting directly from the malicious destruction of, or damage to, Electronic Data or Computer Programs owned by the Insured or for which the Insured is legally liable while stored within a Computer System covered under the terms of the COMPUTER SYSTEMS FRAUD Insuring Agreement if such destruction or damage was caused by a computer program or similar instruction which was written or altered to incorporate a hidden instruction designed to destroy or damage Electronic Data or Computer Programs in the Computer System in which the computer program or instruction so written or so altered is used. |
The liability of the Company shall be limited to the cost of duplication of such Electronic Data or Computer Programs from other Electronic Data or Computer Programs which shall have been furnished by the Insured.
In the event, however, that destroyed or damaged Computer Programs cannot be duplicated from other Computer Programs, the Company will pay the cost incurred for computer time, computer programmers, consultants or other technical specialists as is reasonably necessary to restore the Computer Programs to substantially the previous level of operational capability.
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
Special Condition: Under this Insuring Agreement, Single Loss means all covered costs incurred by the Insured between the time destruction or damage is discovered and the time the Computer System is restored to substantially the previous level of operational capability. Recurrence of destruction or damage after the Computer System is restored shall constitute a separate Single Loss.
VOICE COMPUTER SYSTEM FRAUD
(L) | Loss resulting directly from charges for voice telephone long-distance toll calls which were incurred due to the fraudulent use or fraudulent manipulation of an Account Code or System Password required to obtain access to a Voice Computer System owned or leased by the Insured, installed on the Insureds premises, whose System Administration is performed and controlled by the Insured; provided, however, that the unauthorized access was not made possible by |
(1) | failure to incorporate a System Password feature or failure to change the System Password at least once every 30 days thereafter, or |
(2) | failure to have a call-disconnect feature in operation to automatically terminate a callers access to the Voice Computer System after not more than three unsuccessful attempts to input an Account Code. |
Special Condition: Under this Insuring Agreement, Single Loss means loss resulting from toll call charges made only on telephone lines directly controlled by one Voice Computer System and only toll call charges occurring for a period of not more than 30 days inclusive of the date on which the first such toll call charge was made.
5. | GENERAL AGREEMENTS A. ADDITIONAL OFFICES OR EMPLOYEES-CONSOLIDATION, MERGER OR PURCHASE OF ASSETS-NOTICE is hereby deleted in its entirety and is replaced with the following: |
ADDITIONAL OFFICES OR EMPLOYEES OR COMPUTER SYSTEMS - CONSOLIDATION, MERGER OR PURCHASE OF ASSETS OR COMPUTER SYSTEMS
A. | If the Insured shall, while this bond is in force, establish any additional offices, other than by consolidation or merger with, or purchase or acquisition of assets or liabilities or computer systems of, another institution, |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
such offices and computer systems shall be automatically covered hereunder from the date of such establishment without the requirement of notice to the Underwriter or the payment of additional premium for the remainder of the premium period. |
If the Insured shall, while this bond is in force, consolidate or merge with, or purchase or acquire assets or liabilities or computer systems of, another institution, the Insured shall not have such coverage as is afforded under this bond for loss which:
(a) | has occurred or will occur in offices or premises or computer systems, or |
(b) | has been caused or will be caused by an employee or employees of such institution, or |
(c) | has arisen or will arise out of the assets or liabilities or computer systems acquired by the Insured as a result of such consolidation, merger or purchase of assets or liabilities or computer systems unless the Insured shall: |
(i) | give the Underwriter written notice of the proposed consolidation, merger or purchase of assets or liabilities or computer systems prior to the proposed effective date of such action; and |
(ii) | obtain the written consent of the Underwriter to extend the coverage provided by this bond to such additional offices or premises or computer systems, Employees and other exposures; and |
(iii) | upon obtaining such consent, pay to the Underwriter an additional premium. |
6. | Solely for the coverage provided by this rider, Section 1. DEFINITIONS (m) Property of the CONDITIONS AND LIMITATIONS section is hereby amended to include Electronic Data and Computer Programs. |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
7. | Solely for the coverage provided by this rider, Section 1. DEFINITIONS of the CONDITIONS AND LIMITATIONS section is hereby amended by adding the following definitions to the end thereof: |
(i) | Account Code means a confidential and protected string of characters which identifies or authenticates a person and permits that person to gain access to a Voice Computer System for the purpose of making toll calls or utilizing voice mail box messaging capabilities or other similar functional features of the System; |
(ii) | 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; |
(iii) | Computer System means: |
(1) | computers with related peripheral components, including storage components wherever located; |
(2) | systems and applications software; |
(3) | terminal devices; and |
(4) | related communication networks, including the internet |
by which Electronic Data are electronically collected, transmitted, processed, stored and retrieved;
(iv) | 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; |
(v) | Funds means Money on deposit in an account; |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
(vi) | System Administration means the performance of security functions including but not limited to defining authorized persons to access a Voice Computer System and adding, changing and deleting Account Codes or passwords in connection therewith; and invoking or revoking a System option which directs telephone call routing or which adds, moves or drops telephone lines or which performs any other similar activity allowed by a hardware or software-based System option that has been incorporated by a manufacturer or vendor into a System or any component thereof provided said System option is not intended for the sole use of such manufacturer or vendor; |
(vii) | System Maintenance means the performance of hardware and software installation, diagnostics and corrections and similar activities that are performed in the usual custom and practice by a manufacturer or vendor to establish or maintain the basic operational functionality of a Voice Computer System or any component thereof; |
(viii) | System Password means a confidential and protected string of characters which identifies or authenticates a person and permits that person to gain access to a Voice Computer System or any portion thereof for the purpose of performing System Administration or System Maintenance activities; |
(ix) | Telefacsimile Device means a machine capable of sending or receiving a duplicate image of a document by means of electronic impulses transmitted through a telephone line and which reproduces the duplicate image on paper; |
(x) | Tested means a method of authenticating the contents of a communication by placing a valid test key on it which has been agreed upon by the Insured and a customer, automated clearing house, or another financial institution for the purpose of protecting the integrity of the communication in the ordinary course of business; |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
(xi) | 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 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; |
(xii) | Voice Computer System means a Computer System installed in one location which functions as a private branch exchange (PBX), voice mail processor, automated call attendant or provides a similar capability used for the direction or routing of telephone calls in a voice communications network. |
8. | Solely for the coverage provided by this rider, Section 2. EXCLUSIONS of the CONDITIONS AND LIMITATIONS section is hereby amended by adding the following definitions to the end thereof: |
(i) | any loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, regardless of any deductible amount or limit of liability; |
(ii) | loss caused by a director or Employee of the Insured or by a person in collusion with any director or Employee of the Insured; (Collusion shall include the willful withholding of knowledge from the Insured by any director or Employee that a fraudulent act by a person not an Employee has been or will be perpetrated against the Insured.); |
(iii) | loss resulting directly or indirectly from entry or change of Electronic Data or Computer Programs in a Computer System, unless covered under the COMPUTER SYSTEMS FRAUD or DATA PROCESSING SERVICE OPERATIONS Insuring Agreements; |
(iv) | loss resulting directly or indirectly from the Insured having transferred Funds in reliance on the validity of a voice instruction, unless covered under the COMPUTER SYSTEMS FRAUD or VOICE INITIATED TRANSFER FRAUD Insuring Agreements; |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
(v) | loss resulting directly or indirectly by the Insured having transferred or delivered Funds, Certificated Securities or Uncertificated Securities in reliance on an instruction received through a Telefacsimile Device, unless covered under the TELEFACSIMILE TRANSFER FRAUD Insuring Agreement; |
(vi) | loss resulting directly or indirectly from theft of confidential information; |
(vii) | 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 would be imposed on the Insured regardless of the existence of the contract; |
(viii) | the cost of duplication of Electronic Data or Computer Programs, unless covered under the DESTRUCTION OF DATA OR PROGRAMS BY HACKER or DESTRUCTION OF DATA OR PROGRAMS BY VIRUS Insuring Agreements; |
(ix) | loss involving a Voice Computer System, unless covered under the VOICE COMPUTER SYSTEM FRAUD Insuring Agreement; |
(x) | loss resulting directly or indirectly from: |
(1) | written instructions or advices, or |
(2) | telegraphic or cable instructions or advices; |
unless the instructions or advices are Tested and the loss is covered under the COMPUTER SYSTEMS FRAUD or DATA PROCESSING SERVICE OPERATIONS Insuring Agreements;
(xi) | 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; |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
(xii) | loss resulting directly or indirectly from the fraudulent preparation, or fraudulent modification of Computer Programs unless covered under the COMPUTER SYSTEMS FRAUD or DATA PROCESSING SERVICE OPERATIONS Insuring Agreements; |
(xiii) | loss resulting directly or indirectly from: |
a. | mechanical failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual deterioration, electrical disturbance or electrical surge which affects a Computer System; or |
b. | failure or breakdown of electronic data processing media; or |
c. | error or omission in programming or processing; |
(xiv) | loss as a result of a threat to Computer System operations; |
(xv) | loss resulting directly or indirectly from the use of a telephone credit, debit, charge, identification or similar card to gain access to the Insureds Voice Computer System; |
(xvi) | 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 customer by a person who had authorized access to the customers authentication mechanism. |
(xvii) | loss resulting directly or indirectly from payments made or withdrawals from a depositors account involving items of deposit which are not finally paid for any reason; |
(xviii) | loss of potential income, including but not limited to interest and dividends; |
(xix) | loss of any type for which the Insured is legally liable, except compensatory damages, but not multiples thereof, arising directly from a loss covered under this policy; |
MNSCPT |
END 8 |
ENDORSEMENT# 8 (Continued
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
(xx) | any fees, costs and expenses incurred by the Insured; |
(xxi) | indirect or consequential loss of any nature; |
(xxii) | loss involving automated mechanical devices which on behalf of the Insured, disburse money, accept deposits, cash checks, drafts or similar written instruments, or make credit card loans; |
(xxiii) | loss due to riot or civil commotion or loss due to military, naval or usurped power, war or insurrection; |
(xxiv) | loss resulting directly or indirectly from the effects of nuclear fission or fusion or radioactivity; provided, however, that this exclusion shall not apply to loss resulting from industrial uses of nuclear energy; and |
(xxv) | loss as a result of a threat |
1) | to do bodily harm to any person; |
2) | to do damage to the premises or property of the Insured; or |
3) | to Computer Systems operations; |
9. | Solely for the coverage provided by this rider, Section 5. NOTICE/PROOF - LEGAL PROCEEDINGS AGAINST UNDERWRITER of the CONDITIONS AND LIMITATIONS section is hereby amended by adding the following section to the end thereof: |
(g) | Proof of loss for claim under the Voice Initiated Transfer Fraud Insuring Agreement must include electronic recordings of such voice instructions and the verification call-back, if such call-back was required. |
(h) | Proof of loss for claim under the Telefacsimile Transfer Fraud Insuring Agreement must include a copy of the document reproduced by the Telefacsimile Device. |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
|
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
MNSCPT |
END 8 |
ENDORSEMENT# 9
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
UNAUTHORIZED SIGNATURES
It is agreed that:
1. | The attached bond is amended by adding an additional Insuring Agreement as follows: |
UNAUTHORIZED SIGNATURES
2. | Loss resulting directly from the Insured having accepted, paid or cashed any check or withdrawal order, 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 file with the Insured as a signatory on such account. |
3. | It shall be a condition precedent to the Insureds right to recovery under this rider that the Insured shall have on file signatures of all persons who are authorized signatories on such account |
4. | The Limit of Liability for the coverage provided by this rider shall be $100,000 it being understood, however, that such liability shall be part of and not in addition to the Limit of Liability stated in Item 3. of the Declarations of the attached bond. |
5. | The Underwriter shall not be liable under the Unauthorized Signatures Rider for any loss on account of any instrument unless the amount of such instrument shall be in excess of $5,000 (herein called Deductible Amount) and unless such loss on account of such instrument, after deducting all recoveries on account of such instrument made prior to the payment of such loss by the Underwriter, shall be in excess of such Deductible Amount and then for such excess only, but in no event more than the amount of the attached bond, of the amount of coverage under the Unauthorized Signatures Rider, if the amount of such coverage is less than the amount of the attached bond. |
6. | Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, limitations, conditions, or provisions, of the attached bond other than above stated. |
|
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
MNSCPT |
END 9 |
ENDORSEMENT# 10
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
PROTECTED INFORMATION EXCLUSION
This rider modifies insurance provided under the following:
BROKER-DEALER GUARD BOND
CREDIT UNION FINANCIAL INSTITUTION FIDELITY BOND FINANCIAL
INSTITUTIONS BOND, STANDARD FORM 14 FINANCIAL INSTITUTIONS
BOND, STANDARD FORM 15 FINANCIAL INSTITUTIONS BOND,
STANDARD FORM 24 FINANCIAL INSTITUTIONS BOND, STANDARD
FORM 25 FOLLOW FORM BOND (EXCESS OVER A FIDELITY BOND)
INVESTMENT COMPANY BLANKET BOND
It is agreed that:
1. | Coverage shall not apply to any loss resulting directly or indirectly from the: (a) theft, disappearance or destruction of; (b) unauthorized use or disclosure of; (c) unauthorized access to; or (d) failure to protect any: |
(i) confidential or non-public; or
(ii) personal or personally identifiable;
information that any person or entity has a duty to protect under any law, rule or regulation, any agreement or any industry guideline or standard.
This exclusion 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 money, securities or tangible property of the Insured or that the Insured is holding for a third party; provided, however, this exception shall not apply to the extent that such unauthorized use or disclosure of a password enables a theft of or disclosure of information.
2. | Nothing contained here shall be held to vary, alter, waive or extend any of the terms, limitations, conditions, or agreements of the attached bond other than as above stated. |
|
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
113011 (10/12) |
END 10 |
ENDORSEMENT# 11
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
Policy No. 01-146-40-97
Issued to: TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
By: National Union Fire Insurance Company of Pittsburgh, Pa.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ECONOMIC SANCTIONS ENDORSEMENT
This endorsement modifies insurance provided under the following:
The Insurer shall not be deemed to provide cover and the Insurer shall not be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose the Insurer, its parent company or its ultimate controlling entity to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union or the United States of America.
|
AUTHORIZED REPRESENTATIVE |
© All rights reserved. | ||||
89644 (6/13) |
END 011 |
Page 1 of 1 |
ENDORSEMENT# 12
This endorsement, effective 12:01 AM February 28, 2016 forms a part of
policy number 01-146-40-97
issued to TCW STRATEGIC INCOME FUND, INC; TCW FUNDS, INC.
by National Union Fire Insurance Company of Pittsburgh, Pa.
FORMS INDEX ENDORSEMENT
The contents of the Policy is comprised of the following forms:
FORM NUMBER | EDITION DATE |
FORM TITLE | ||
41205 | 04/95 | INVESTMENT COMPANY BLANK BOND -NU DEC | ||
41206 | 09/84 | INVESTMENT COMPANY BLANK BOND GUTS | ||
99758 | 08/08 | NOTICE OF CLAIM (REPORTING BY E-MAIL) | ||
MNSCPT | AMEND GENERAL AGREEMENT A | |||
MNSCPT | AMEND NAMED INSURED | |||
MNSCPT | AMEND SECTION 13., TERMINATION | |||
MNSCPT | AMEND SECTION 4 DISCOVERY RIDER | |||
MNSCPT | CANCELLATION AMENDATORY (PRO RATA) | |||
MNSCPT | CLAIMS EXPENSE | |||
MNSCPT | COMPUTER CRIME COVERAGE RIDER | |||
MNSCPT | UNAUTHORIZED SIGNATURES | |||
113011 | 10/12 | PROTECTED INFORMATION EXCLUSION | ||
89644 | 06/13 | ECONOMIC SANCTIONS ENDORSEMENT | ||
78859 | 10/01 | FORMS INDEX ENDORSEMENT |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
|
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
|
||||
78859 (10/01) | END 012 |
Page 1 of 1 |
CERTIFICATE OF THE ASSISTANT SECRETARY
TCW FUNDS, INC. (TFI)
TCW STRATEGIC INCOME FUND, INC. (TSI)
The undersigned, Patrick W. Dennis, hereby certifies that he is the duly elected Assistant Secretary of TCW Funds, Inc. and TCW Strategic Income Fund, Inc. (each, a Fund and collectively, the Funds), and further certifies the following recitals and resolutions were adopted by the Boards of Directors (the Boards) of the Funds at a meeting held on February 29, 2016, at which a quorum was at all times present, and that such resolutions have not been modified or rescinded and is in full force and effect as of the date hereof.
WHEREAS, the TFI Independent Directors and TSI Independent Directors (the Independent Directors) have given due consideration to all information deemed reasonably relevant, necessary or appropriate by them regarding fidelity insurance coverage in the form of a joint insured bond (the New Bond) for TFI, TSI, TCW Alternative Funds and Metropolitan West Funds (MWF) (the TCW Funds) issued by AIG, including, among other things: (i) the value of the aggregate assets of the TCW Funds to which any covered person (as defined in Rule 17g-1(a) under the 1940 Act) may have access, (ii) the type and terms of the arrangements made for the custody and safekeeping of such assets, (iii) the nature of the securities in the TCW Funds investment portfolios, (iv) the number of other parties named as insureds under the New Bond, (v) the nature of the business activities of the other parties to the New Bond, (vi) the amount of the New Bond and the premium for such New Bond, (vii) the ratable allocation of the premium among the parties named as insureds, and (viii) the extent to which the share of the premium allocated to the TCW Funds is less than the premium the TCW Funds would have had to pay if it had procured and maintained a single insured bond; and
WHEREAS, the TCW Funds desire to establish criteria by which the premium for, and recoveries under, the New Bond shall be allocated among the parties; and
WHEREAS, the Board satisfies the fund governance standards defined in Rule 0-1(a)(7) under the 1940 Act;
NOW, THEREFORE, BE IT
RESOLVED, that the Board finds that the coverage provided by the New Bond is reasonable and adequate to protect the TCW Funds against larceny or embezzlement by any covered persons and approves the amount, type, form and coverage of the New Bond issued by AIG and naming as insured parties the TCW Funds in the aggregate amount of $6,150,000 for the period from February 28, 2016 through February 28, 2017; and
FURTHER RESOLVED, that the Board hereby determines that the premium of not more than $13,951 for the New Bond (up to $11,300 allocated to MWF, up to $140 allocated to TCW Alternative Funds, up to $2,371 allocated to TFI and up to $140 allocated to TSI) is fair and reasonable and that the premium be, and it hereby is, ratified and confirmed; and
FURTHER RESOLVED, that pursuant to Rule 17g-1 under the 1940 Act, the Board finds that the participation of the TCW Funds in the New Bond and payment by the TCW Funds of its allocated share of the premium for such New Bond is in the best interests of the TCW Funds, and is hereby ratified and confirmed by the Board; and
FURTHER RESOLVED, that the officers of the TCW Funds are authorized and directed to execute and deliver the Amended and Restated Joint Bond Agreement setting forth the manner of disposition of any recovery received under the New Bond as required by Rule 17g-1(f) under the 1940 Act, in the form submitted to this meeting with such changes as such officers shall, with the advice of counsel, deem appropriate, any such determination to be conclusively evidenced by such execution and delivery; and
FURTHER RESOLVED, that the appropriate officers of the TCW Funds shall file or cause to be filed a copy of the New Bond, any necessary exhibits, and appropriate notices with the Securities and Exchange Commission (the SEC) in accordance with Rule 17g-1(g) under the 1940 Act; and
FURTHER RESOLVED, that the officers of the TCW Funds be, and each hereby is, authorized and directed to execute such documents, including an insurance agreement among insureds pursuant to Rule 17g-1(f) under the 1940 Act, with such modifications as the officers, on advice of counsel, shall deem appropriate consistent with the purposes and intent of the Board, to make any and all payments, and to take such actions as may be necessary or appropriate to carry out the purposes and intent of the preceding resolutions, the execution and delivery of such documents or taking of such actions to be conclusive evidence of the Boards approval, and that all actions previously taken by the officers of the TCW Funds in connection with the New Bond be, and they hereby are, ratified and confirmed in all respects.
Dated: March 23, 2016
/s/ Patrick W. Dennis | ||
Patrick W. Dennis Assistant Secretary |
AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT
AGREEMENT dated as of March 29, 2015, between Metropolitan West Funds, TCW Alternative Funds, TCW Strategic Income Fund, Inc. and TCW Funds, Inc.
BACKGROUND
A. Each of the parties to this Agreement is a management investment company (Fund) registered under the Investment company Act of 1940 (the Act).
B. Rule 17g-1 under the Act requires each registered management investment company to provide and maintain in effect a bond against larceny and embezzlement by its officers and employees.
C. Rule 17g-1 authorizes the parties hereto to secure a joint insured bond naming each of them as insureds.
D. Each of the parties hereto is, or will be, named as an insured on a joint fidelity bond which has a term of one year commencing on or about February 29, 2015.
E. A majority of the Boards of Directors of the respective parties hereto, who are not interested persons of such party as defined by Section 2(a)(19) of the Act, have given due consideration to all factors relevant to the form, amount and ratable allocation of premiums of such joint insured bonds and each such governing body of the representative parties has approved the terms and amount of the bonds and the portion of the premiums payable by that party hereunder.
F. Each party has determined that the allocation of the proceeds payable under the joint insured bonds as set forth herein (which takes into account the minimum amount of bond required for each party by Rule 17g-1 if it maintained a single insured bond) is equitable.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants contained herein, hereby agree as follows:
1. Joint Insured Bond. Each party shall maintain in effect a joint fidelity insurance bond(s) (the Bond) from a reputable fidelity insurance company, authorized to do business in the place where the Bond is issued, insuring such party against larceny and embezzlement and covering such of its officers and employees who may, singly or jointly with others, have access, directly or indirectly, to its securities or funds. The Bond shall name each party as an insured and shall comply with the requirements for such bonds established by Rule 17g-1.
2. Ratable Allocation of Premium.
a) The premium will be allocated ratably among the Funds, provided, however, that should an increase in the Bond be required by reason of an increase in the gross assets of one or more Funds, each party hereto shall pay a share of the increased premium for the increased bond equal to such partys increase in assets divided by the total increase in assets. With respect to named insureds that may be added to the bonds and this Agreement pursuant to Section 6 hereof subsequent to the inception date of the bonds, any such increases in gross assets for the purpose of this Section 2(a) shall be measured from $0 dollars and prorated from the inception date of coverage under the bonds.
b) Notwithstanding the provision of Section 2(a), any additional premiums that may become due under any Bond as a result of the addition of a named insured thereunder pursuant to Section 6 hereof, which addition did not require an increase in the amount of any such Bond, shall be payable, with respect to the Funds portion of such premium, by the additional named insured.
3. Ratable Allocation of Proceeds.
a) If more than one of the parties sustains a single loss (including a loss sustained before the date hereof) for which recovery is received under the Bond, each such party shall receive that portion of the recovery which is sufficient in amount to indemnify that party in full for the loss sustained by it, unless the recovery is inadequate to fully indemnify all such parties sustaining a single loss.
b) If the recovery is inadequate to fully indemnify all parties sustaining a single loss, the recovery shall b e allocated among such parties as follows:
i. | Each such Fund sustaining a loss shall be allocated an amount equal to the lesser of its actual loss or the minimum amount of the fidelity bond which would be required to be maintained by such party under a single insured bond (determined as of the time of the loss in accordance with the provisions of Rule 17g-1). |
ii. | The remaining portion of the recovery (if any) shall be allocated to each party sustaining a loss not fully indemnified by the allocation under subparagraph (i) in the same proportion as the portion of each partys loss which is not fully indemnified bears to the sum of the unindemnified losses of all such parties. If such allocation would result in any party receiving a portion of the recovery in excess of the loss actually sustained by it, the aggregate of such excess portions shall be allocated among the other parties whose losses would not be fully indemnified in the same proportion as the portion of each such partys loss which is not fully indemnified bears to the sum of all of the unindemnified losses of all such parties. Any allocation in excess of a loss actually sustained by any party shall be reallocated in the same manner. |
4. Claims and Settlements. Each party shall, within five days after the making of any claim under the Bond, provide the other parties with written notice of the amount and nature of such claim. Each party shall, within five days after the receipt thereof, provide the other parties with written notice of the terms of settlement of any claim made under the Bond by such party. In the event that two or more parties shall agree to settlement with the fidelity company of a claim made under the Bond with respect to a single loss, such parties shall, within five days after settlement, provide any other party not a party to such claim with written notice of the amounts to be received by each claiming responsible for filing notices required by paragraph (g) of Rule 17g-1 under the Act shall give and receive any notice required hereby.
5. Modifications and Amendments. Any party may increase the amount of the Bond. Such party must give written notice thereof to the other parties to this Agreement. If pursuant to Rule 17g-1 any party shall determine that the coverage provided pursuant to this Agreement should otherwise be modified, it shall so notify the other parties hereto, and indicate the nature of the modification which it believes to be appropriate. If, within 45 days of such notice, any necessary amendments to this Agreement shall not have been made and the request for modification shall not have been withdrawn, this Agreement shall terminate with respect to such party (except with respect to losses occurring prior to such termination). Any party may withdraw from this Agreement at any time and cease to be a party hereto (except with respect to losses occurring prior to such withdrawal) by giving written notice to the other parties of such withdrawal. Upon withdrawal, a withdrawing party shall be entitled to receive any portion of any premium rebated by the fidelity company with respect to such withdrawal.
6. Additional Named Insureds. Any newly created investment company managed by a direct or indirect subsidiary of The TCW Group, Inc., and required to maintain a bond pursuant to Rule 17g-1 may be added as an additional named insured to the Bond and as an additional party to this Agreement upon execution of a Schedule I in the form attached to this Agreement as Exhibit A. Inclusion of such Company as a party to this Agreement shall be effective as of the date such company is added to the Bond as a named insured. No payment of any portion of the initial premiums shall be required of any additional named insured company, it being hereby agreed that any such reimbursement amount due to each of the other parties to this Agreement would be de minimis. Any additional premium due and payable as a result of, or subsequent to, addition of such investment company under the Bond shall be payable pursuant to the provisions of Section 3 hereof.
7. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California.
8. No Assignment. This Agreement is not assignable.
9. Notices. All notices and other communications hereunder shall be in writing and shall be addressed to the appropriate party at 865 South Figueroa Street, Los Angeles, CA 90017.
Certain of the Funds are comprised of Portfolios. All obligations of any of such respective Funds under this Agreement shall apply only on a Portfolio by Portfolio basis, and the assets of one Portfolio shall not be liable for the obligations of any other Portfolio.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the day and year first above written.
Metropolitan West Funds |
/s/ Patrick Dennis |
Patrick Dennis Assistant Secretary |
TCW Funds, Inc. |
/s/ Patrick Dennis |
Patrick Dennis Assistant Secretary |
TCW Strategic Income Fund, Inc. |
/s/ Patrick Dennis |
Patrick Dennis Assistant Secretary |
TCW Alternative Funds |
/s/ Patrick Dennis |
Patrick Dennis Assistant Secretary |
SCHEDULE I
to
AMENDED AND RESTATED JOINT INSURED BOND AGREEMENT
dated March 29, 2015
For the purpose of obtaining fidelity bond coverage under the joint insured bonds (Bonds) maintained by the parties to that certain Amended and Restated Joint Insured Bond Agreement dated March 29, 2015 (Agreement), the undersigned hereby certifies to all other parties to such Agreement (Parties) as follows:
a) | That it is managed by a direct or indirect subsidiary of The TCW Group, Inc.; |
b) | That it is a regulated management investment company required to provide and maintain in effect a fidelity bond against larceny and embezzlement by its officers and employees by Rule 17g-1 under the Investment Company Act of 1940 (the Act); |
c) | That the company qualifies under the terms of Rule 17g-1 for inclusion as a named insured on the joint insured bonds maintained by the Parties; |
d) | That a majority of the Boards of Directors/Trustees/Managing General Partners of the company who are not interested persons of such party was defined by Section 2(a)(19) of the Act, have given due consideration to all factors relevant to the form, amount and ratable allocation of premiums of such joint insured bonds, and such governing body has approved the terms and amount of the bonds and the portion of the premiums payable by the company under the Agreement; |
e) | That the company has determined that the allocation of the proceeds payable under the joint insured bonds as set forth in the Agreement (which takes into account the minimum amount of bond required for each party by Rule 17g-1 if it maintained a single insured bond) is equitable; |
The undersigned hereby requests to be added as a named insured under the Bonds maintained by the Parties and as a Party to the Agreement. The undersigned hereby agrees to be bound by all terms and provisions of the Agreement effective as of the date it is included as a named insured under the bonds.
Executed as of this 29th day of March, 2015.
[FUND NAME] | ||
BY: |
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BY: |
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