Via EDGAR
April 8, 2014
Securities and Exchange Commission
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Apollo Senior Floating Rate Fund Inc. (File No. 811-22481) |
Apollo Tactical Income Fund Inc. (File No. 811-22591)
Filing of Joint Fidelity Bond Pursuant to Rule 17g-1
Dear Commissioners:
On behalf of Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc. (each, a Fund and collectively, the Funds), each an investment company registered under the Investment Company Act of 1940 (the 1940 Act), I am filing the following documents pursuant to Rule 17g-1 under the 1940 Act:
(i) | a copy of the Funds joint insured fidelity bond, attached hereto as Exhibit A; |
(ii) | a copy of the resolutions of a special committee of each Funds Board of Directors, consisting of a majority of directors who are not interested persons (as defined in the 1940 Act) of the Funds, approving the amount, type, form and coverage of the joint insured fidelity bond, attached hereto as Exhibit B; |
(iii) | a statement showing the amount of the single insured bond that each Fund would have provided and maintained had it not been named as an insured under the joint insured fidelity bond, attached hereto as Exhibit C; and |
(iv) | a copy of the joint fidelity bond agreement among each Fund and all the other named insureds, attached hereto as Exhibit D. |
The premiums for the joint insured fidelity bond have been paid for the period of April 5, 2014 to April 5, 2015.
If you have any questions, please do not hesitate to contact me at 212.822.0456.
Kind regards,
/s/ Joseph D. Glatt |
Joseph D. Glatt |
Chief Legal Officer and Secretary |
EXHIBIT A
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: 02-777-93-67 | REPLACEMENT OF POLICY NUMBER: 01-770-70-86 |
INVESTMENT COMPANY BLANKET BOND
DECLARATIONS:
ITEM 1. Name of Insured (herein called Insured): |
APOLLO SENIOR FLOATING RATE FUND INC. | |
Principal Address |
9 WEST 57TH STREET 43RD FLOOR NEW YORK, NY 10019
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ITEM 2. Bond Period: from 12:01 a.m. April 5, 2014 to April 5, 2015
the effective date of the termination or cancellation of this bond, standard time at the Principal Address as to each of said dates.
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ITEM 3. Limit of Liability - Subject to Sections 9, 10 and 12 hereof, |
Single Loss Limit of Liability |
Single Loss Deductible |
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Insuring Agreement A (Fidelity)- |
$ | 5,000,000 | $ | Nil | ||||
Insuring Agreement B (Audit Expense)- |
$ | 50,000 | $ | 5,000 | ||||
Insuring Agreement C (On Premises)- |
$ | 5,000,000 | $ | 50,000 | ||||
Insuring Agreement D (In Transit)- |
$ | 5,000,000 | $ | 50,000 | ||||
Insuring Agreement E (Forgery or Alteration)- |
$ | 5,000,000 | $ | 50,000 | ||||
Insuring Agreement F (Securities)- |
$ | 5,000,000 | $ | 50,000 | ||||
Insuring Agreement G (Counterfeit Currency)- |
$ | 5,000,000 | $ | 50,000 | ||||
Insuring Agreement H (Stop Payment)- |
$ | 100,000 | $ | 10,000 | ||||
Insuring Agreement I (Uncollectible Items of Deposit)- |
$ | 50,000 | $ | 5,000 | ||||
Additional Coverages: |
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Insuring Agreement (J) Computer Systems |
$ | 1,000,000 | $ | 50,000 | ||||
Insuring Agreement (K) Unauthorized :Signatures |
$ | 100,000 | $ | 5,000 |
2-14057
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, #13 |
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) 02-777-93-67 such termination or cancellation to be effective as of the time this bond becomes effective. |
PREMIUM: $25,000
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© 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 | National Union Fire Insurance | |||
Company of Pittsburgh, Pa. | Company of Pittsburgh , Pa. |
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AUTHORIZED REPRESENTATIVE |
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COUNTERSIGNED AT | DATE | COUNTERSIGNATURE |
AON RISK SERVICES NORTHEAST, INC
199 WATER ST
NEW YORK, NY 10038-3526
1356698
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© All rights reserved. |
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 |
41206 (9/84) | 2 |
41206 (9/84) | 3 |
GENERAL AGREEMENTS
41206 (9/84) | 4 |
THE FOREGOING INSURING AGREEMENTS AND
GENERAL AGREEMENTS ARE SUBJECT TO THE
FOLLOWING CONDITIONS
AND LIMITATIONS:
41206 (9/84) | 5 |
41206 (9/84) | 6 |
41206 (9/84) | 7 |
41206 (9/84) | 8 |
41206 (9/84) | 9 |
41206 (9/84) | 10 |
41206 (9/84) | 11 |
41206 (9/84) | 12 |
41206 (9/84) | 13 |
ENDORSEMENT# 1
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
Policy No. 02-777-93-67 Issued to: APOLLO SENIOR FLOATING RATE FUND 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.
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END 001 | |||
89644 (6/13) | Page 1 of 1 |
ENDORSEMENT# 2
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND 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 em ail 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 em ailed notice shall constitute the date of notice.
In addition to Notice of Claim Reporting via em ail, 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 |
© All rights reserved.
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END 002 | |||
99758 (8/ 08) | Page 1 of 1 |
ENDORSEMENT# 3
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
EMPLOYEE DEFINITION AMENDED RIDER
It is agreed that:
1. | Paragraph (e) of Section 1. DEFINITIONS of the CONDITIONS AND LIMITATIONS Clause of the attached bond is amended by adding the following additional paragraph to the end thereof: |
(e) | Employee means: |
(1) | any of the Insureds officers, partners, or employees, and |
(2) | any of the officers or employees of any predecessor of the Insured whose principal assets are acquired by the Insured by consolidation or merger with, or purchase of assets or capital stock of such predecessor. And |
(3) | attorneys retained by the Insured to perform legal services for the Insured and the employees of such attorneys while such attorneys or the employees of such attorneys are performing such services for the Insured, and |
(4) | guest students pursuing their studies or duties in any of the Insureds offices, and |
(5) | directors or trustees of the Insured, the investment advisor, underwriter (distributor), transfer agent, or shareholder accounting record keeper, or administrator authorized by written agreement to keep financial and/or other required records, but only while performing acts coming within the scope of the usual duties of an officer or employee 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 the Insured, and |
(6) | any individual or individuals assigned to perform the usual duties of an employee within the premises of the Insured, by contract, or by any agency furnishing temporary personnel on a contingent or part-time basis, and |
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MNSCPT | END 3 |
ENDORSEMENT# 3 (Continued)
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
(7) | each natural person, partnership or corporation authorized by written agreement with the Insured to perform services as electronic data processor of checks or other accounting records of the Insured, but excluding any such processor who acts as transfer agent or in any other agency capacity in issuing checks, drafts or securities for the Insured, unless included under Sub-section (9) hereof, and |
(8) | those persons so designated in Section 15, Central Handling of Securities, and |
(9) | any officer, partner or Employee of |
a) | an investment advisor, |
b) | an underwriter (distributor), |
c) | a transfer agent or shareholder accounting record-keeper, or |
d) | 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.
Each employer of temporary personnel or processors as set forth in Sub-Sections (6) and of Section 1(a) and their partners, officers and employees shall collectively be deemed to be one person for all the purposes of this bond, excepting, however, the last paragraph of Section 13.
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MNSCPT | END 3 |
ENDORSEMENT# 3 (Continued)
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
Brokers, or other agents under contract or representatives of the same general character shall not be considered Employees.
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.
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MNSCPT | END 3 |
ENDORSEMENT# 4
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
CENTRAL HANDLING OF SECURITIES RIDER
It is agreed that:
1. | Those premises of Depositories listed in the following Schedule shall be deemed to be premises of the insured but only as respects coverage on Certificated Securities: |
SCHEDULE | ||||
DEPOSITORY | LOCATIONS COVERED |
ALL DEPOSITORIES USED BY THE INSURED AND ALL LOCATIONS OF SAID DEPOSITORIES
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 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 the loss payment by the Underwriter. |
5. | 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.
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MNSCPT | END 4 |
ENDORSEMENT# 5
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
NEW YORK AMENDATORY ENDORSEMENT - NY STATUTE 3420
Wherever used in this endorsement: 1) we, us, our and Insurer mean the insurance company which issued this policy; 2) you, your, Insured and first Named Insured mean the Named Corporation, Named Entity, Named Organization, Named Sponsor, Named Insured, or Insured stated in the declarations page; 3) other insured(s) means all other persons or entities afforded coverage under the policy; 4) Discovery Period means Discovery Period or Extended Reporting Period, as defined in the policy; and 5) Claim means Claim or Suit as defined in the policy.
It is hereby understood and agreed that the policy is am ended as follows: A.
The following provisions are hereby added to the policy:
FAILURE TO GIVE NOTICE WITHIN PRESCRIBED TIME:
Failure to give any notice required to be given by this policy, or any policy of which this is a renewal, within the prescribed time shall not invalidate any Claim made against an Insured if:
(a) | it shall be shown not to have been reasonably possible to give notice within the prescribed time and that notice was given as soon as was reasonably possible thereafter; or |
(b) | the failure to provide timely notice has not prejudiced the Insurer. |
Any such Claim shall be deem ed to have been first made against the Insured and noticed to the Insurer within the Policy Period or Discovery Period of the policy issued by the Insurer (the Noticed Policy) in which the Insurer received notice of the Claim ; provided that the coverage afforded with respect to the Noticed Policy shall be in an amount not greater than the amount of coverage afforded with respect to the Policy Period of the policy issued by the Insurer (the Former Policy) in which the Claim was actually first made against the Insured. The foregoing sentence may result in (but not be limited to): (1) reducing the limit of liability available for such a Claim to the available limit of liability applicable to the Former Policy; (2) increasing the applicable retention amount to that retention amount applicable to the Former Policy; or (3) reducing or eliminating coverage due to exclusions or other restrictions appearing in the Former Policy but eliminated, in part or in whole, in the Noticed Policy. No coverage shall be afforded under this endorsement if there was not in existence a Former Policy at the time the Claim was actually first made against the Insured.
With respect to subsection (b) above, any such Claim must be noticed during the Policy Period or Discovery Period of a Noticed Policy which is a renewal or extension of the Former Policy.
Nothing in this endorsement shall be construed to provide coverage for a Claim under more than one Policy Period or Discovery Period.
© All rights reserved.
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END 005 | |||
83231 (1/09) | Page 1 of 2 |
ENDORSEMENT# 5 (continued)
PREJUDICE:
In the event that the Insurer alleges that it was prejudiced as a result of a failure to give notice within the time required under the policy, the burden of proof shall be on:
(a) | the Insurer to prove that it has been prejudiced, if the notice was provided within two years of the time required under the policy; or |
(b) | the Insured to prove that the Insurer has not been prejudiced, if the notice was provided more than two years after the time required under the policy. |
The Insurers rights shall not be deem ed prejudiced unless the failure to timely provide notice materially impairs the ability of the Insurer to investigate or defend the Claim.
Notwithstanding the above, an irrebuttable presumption of prejudice shall apply if, prior to the notice, the Insureds liability has been determine by a court of competent jurisdiction or by a binding arbitration; or if the Insured has resolved the Claim by settlement or other com promise.
NOTICE TO AGENT:
Notice given by or on behalf of the Insured, or written notice by or on behalf of the injured party or any other claim ant, to any licensed agent of the Insurer in the state of New York, with particulars sufficient to identify the Insured, shall be deem ed notice to the Insurer.
INSOLVENCY/BANKRUPTCY OF INSURED:
The insolvency or bankruptcy of the Insured shall not relieve the Insurer of its obligations under this policy as long as all policy requirements are met by Insured, its trustee or receiver in bankruptcy. Should a covered judgment be rendered against an insolvent or bankrupt Insured, the Insurer shall be liable for the amount of such judgment not to exceed the applicable limit of liability under this policy.
B. | The Clause entitled, Action Against Us or Action Against Company is deleted in its entirety and replaced with the following: |
No one may bring an action against us unless there has been full compliance with all the terms of this policy and the amount of the Insureds obligation to pay has been finally determined either by:
1. | judgment against the Insured which remains unsatisfied at the expiration of thirty (30) days from the service of notice of entry of the judgment upon the Insured and upon us; or |
2. | written agreement of the Insured, the claim ant and us. |
Any person or organization or legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this policy to the extent of the insurance afforded by this policy. We may not be impleaded by the Insured or its legal representative in any legal action brought against the Insured by any person or organization.
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
2-14057 | END 005 | |||
83231 (1/09) |
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ENDORSEMENT# 6
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
STOP PAYMENT LEGAL LIABILITY - SUB-LIMITED TO $100K
It is agreed that:
1. | In consideration of the additional premium included herein, this policy is extended to indemnify the Insured against any and all sums which the Insured shall become obligated to pay by reason of the liability imposed upon the Insured by law for damages: |
(a) | for having either complied with or failed to comply with any written notice of any depositor of the Insured or any authorized Representative of such depositor to stop payment of any cheque or draft made or drawn by such depositor or any authorized representative of such depositor, or |
(b) | for having refused to pay any cheque or draft made or drawn by any depositor of the Insured or any authorized representative of such depositor. |
Provided always that:
(1) | the Insured shall bear the first $nil for each and every loss. |
(2) | the Underwriters liability under this rider shall be limited to $100,000 for any one loss and in all during each policy year, subject to a $100,000 annual aggregate. |
(3) | the term Policy Year as used in this rider shall mean each period of twelve calendar months commencing the effective date of the attached bond. |
2. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements of the attached bond other than as above stated. |
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
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MNSCPT | END 6 |
ENDORSEMENT# 7
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
UNAUTHORIZED SIGNATURES - SUB-LIMITED TO $100K; $5K DED.
It is agreed that:
1. | The attached bond is amended to include the following insuring agreement: |
UNAUTHORIZED SIGNATURE
Loss resulting directly from the Insured having accepted, paid or cashed any original check or withdrawal order 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 file with the Insured as a signatory on such account it shall be a condition precedent to the Insureds right of recovery under this Coverage that the Insured shall have on file signature of all persons who are signatories on such account.
2. | The Limit of Liability on this Agreement is $100,000 as part of, and not in addition to, the Aggregate Limit of Liability shown on the Declaration Page; a $5,000 deductible shall apply to each and every loss. |
3. | Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, limitations, conditions or agreements of the attached policy other than as above stated. |
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
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MNSCPT | END 7 |
ENDORSEMENT# 8
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
TERMINATION OR CANCELLATION SECTION AMENDED TO 60 DAYS
It is agreed that:
1. | Section 13. TERMINATION of the CONDITIONS AND LIMITATIONS Clause of the attached bond is deleted in its entirety and replaced with the following: |
TERMINATION OR CANCELLATION
Section 13. The Underwriter may terminate this bond as an entirety by furnishing written notice specifying the termination date which cannot be prior to 60 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 60 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 60 days after receipt of written notice by all other Investment Companies. Premiums are earned until the termination date as set forth herein.
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 if terminated for any other reason.
This Bond shall terminate as to any Employee 60 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.
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.
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MNSCPT | END 8 |
ENDORSEMENT# 9
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
COMPUTER SYSTEMS
It is agreed that:
1. | The attached bond is amended by adding an additional Insuring Agreement as follows: |
COMPUTER SYSTEMS
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 Systems 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 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 or 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. |
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MNSCPT | END 9 |
ENDORSEMENT# 9 (Continued)
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
2. | In addition to the Conditions and Limitations in the bond, the following, applicable to the Computer Systems Fraud Insuring Agreement, are added: |
DEFINITIONS
A. | Computer Program means a set of related electronic instructions which direct the operations and functions of a computer or devices connected to it which enable the computer or devices to receive, process, store or send Electronic Data; |
B. | Computer Systems 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 |
by which Electronic Data are electronically collected, transmitted, processed, stored and retrieved;
C. | Electronic Data means facts or information converted to a form usable in a Computer System by Computer Programs, and which is stored on magnetic tapes or disks, or optical storage disks or other bulk media. |
D. | 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; |
E. | Tested means a method of authenticating the contents of a communication by placing a valid test key on it which has been agreed upon between 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. |
EXCLUSIONS
A. | loss resulting directly or indirectly form the assumption of liability by the Insured by contract unless the liability arises from a loss covered by the Computer Systems Fraud Insuring Agreement and would be imposed on the Insured regardless of the existence of the contract; |
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MNSCPT | END 9 |
ENDORSEMENT# 9 (Continued)
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
B. | loss resulting directly or indirectly from negotiable instruments, securities, documents or other written instruments which bear a forged signature, or are counterfeit, altered or otherwise fraudulent and which are used as source documentation in the preparation of Electronic Data or manually keyed into a data terminal; |
C. | loss resulting directly or indirectly from |
1) | mechanical failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual deterioration, electrical disturbance or electrical surge which affects a Computer System, or |
2) | failure or breakdown of electronic data processing media, or |
3) | error or omission in programming or processing; |
D. | loss resulting directly or indirectly from the input of Electronic Data into a Computer System terminal device either on the premises of a customer of the Insured or under the control of such a customer by a person who had authorized access to the customers authentication mechanism; |
E. | loss resulting directly from the theft to confidential information |
SERIES OF LOSSES
All loss or series of losses involving the fraudulent acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically identified, shall be treated as a Single Loss and subject to the Single Loss 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 individual and in that event shall be treated as a Single Loss and subject to the Single Loss Limit of Liability.
3. | The exclusion below, as found in financial institution bonds forms 14 and 25, does not apply to the Computer Systems Fraud Insuring Agreement. |
2-14057
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MNSCPT | END 9 |
ENDORSEMENT# 9 (Continued)
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
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);
4. | Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, limitations, conditions or agreements or the attached bond other than as above stated. |
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
2-14057
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MNSCPT | END 9 |
ENDORSEMENT# 10
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
AUDIT EXPENSE COVERAGE
It is agreed that:
1. | An additional paragraph, as follows, is inserted as the fifth paragraph of the Fidelity Insuring Agreement. |
Audit Expense Coverage $50,000 (for coverage, an amount must be inserted)
This Insuring Agreement shall be subject to a deductible of $ 5,000
Expense incurred by the Insured for that part of the cost of audits or examinations required by State or Federal supervisory authorities to be conducted either by such authorities or by independent accountants by reason of the discovery of loss sustained by the Insured through dishonest or fraudulent acts of any of the Employees. The total liability of the Underwriter for such expense by reason of such acts of any Employee or in which such Employee is concerned or implicated or with respect to any one audit or examination is limited to the amount stated opposite Audit Expense Coverage; it being understood, however, that such expense shall be deemed to be loss sustained by the Insured through dishonest or fraudulent act of one or more of the Employees and the liability of the Underwriter under this paragraph of Insuring Agreement (A) shall be part of and not in addition to the Single Loss Limit of Liability stated in Item 4 of the Declarations.
2. | The following paragraph is substituted for Section 2 (d): |
(d) | loss resulting directly or indirectly from any acts of any director or trustee of the Insured other than one employed as a salaried, pensioned or elected official or an Employee of the Insured, except when performing acts coming within the scope of the usual duties of an Employee, or while acting as a member of any committee duly elected or appointed by resolution of the board of directors or trustees of the Insured to perform specific, as distinguished from general, directorial acts on behalf of the Insured; |
3. | The following paragraph is substituted for Section 2 (u): |
(u) | all fees, costs and expenses incurred by the Insured |
(1) | in establishing the existence of or amount of loss covered under this bond, except to the extent covered under the portion of Insuring Agreement (A) entitled Audit Expense, or |
(2) | as a party to any legal proceeding whether or not such legal proceeding exposes the Insured to loss covered by this bond; |
AUTHORIZED REPRESENTATIVE |
© All rights reserved.
2-14057
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MNSCPT | END 10 |
ENDORSEMENT# 11
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
NEW YORK STATUTORY RIDER/ ENDORSEMENT
It is agreed that:
1. | Part (a) of the Section entitled Termination or Cancelation of this bond/policy is deleted. |
2. | Cancelation of this bond/policy by the Underwriter/Company is subject to the following provisions: |
If the bond/policy has been in effect for 60 days or less, it may be cancelled by the Underwriter/Company for any reason. Such cancelation shall be effective 20 days after the Underwriter/Company mails a notice of cancelation to the first-named insured at the mailing address shown in the bond/policy. However, if the bond/policy has been in effect for more than 60 days or is a renewal, then cancelation must be based on one of the following grounds:
(A) | non-payment of premium; |
(B) | conviction of a crime arising out of acts increasing the hazard insured against; |
(C) | discovery of fraud or material misrepresentation in the obtaining of the bond/policy or in the presentation of claim thereunder; |
(D) | after issuance of the bond/policy or after the last renewal date, discovery of an act or omission, or a violation of any bond/policy condition that substantially and materially increases the hazard insured against, and which occurred subsequent to inception of the current bond/policy period; |
(E) | material change in the nature or extent of the risk, occurring after issuance or last annual renewal anniversary date of the bond/policy, which causes the risk of loss to be substantially and materially increased beyond that contemplated at the time the bond/policy was issued or last renewed; |
(F) | the cancelation is required pursuant to a determination by the superintendent that continuation of the present premium volume of the insurer would jeopardize that insurers solvency or be hazardous to the interests of the insureds, the insurers creditors or the public; |
(G) | a determination by the superintendent that the continuation of the bond/policy would violate, or would place the insurer in violation of, any provision of the New York State insurance laws. |
2-14057
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SR6180b (12/93) | END 11 |
ENDORSEMENT# 11 (Continued)
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
(H) | where the insurer has reason to believe, in good faith and with sufficient cause, that there is a possible risk or danger that the insured property will be destroyed by the insured for the purpose of collecting the insurance proceeds, provided, however, that: |
(i) | a notice of cancelation on this ground shall inform the insured in plain language that the insured must act within ten days if review by the Insurance Department of the State of New York of the ground for cancelation is desired, and |
(ii) | notice of cancelation on this ground shall be provided simultaneously by the insurer to the Insurance Department of the State of New York. Cancelation based on one of the above grounds shall be effective 15 days after the notice of cancellation is mailed or delivered to the named insured, at the address shown on the bond/policy, and to its authorized agent or broker. |
3. | If the Underwriter/Company elects not to replace a bond/policy at the termination of the bond/policy period, it shall notify the insured not more than 120 days nor less than 60 days before termination. If such notice is given late, the bond/policy shall continue in effect for 60 days after such notice is given. The Aggregate Limit of Liability shall not be increased or reinstated. The notice not to replace shall be mailed to the insured and its broker or agent. |
4. | If the Underwriter/Company elects to replace the bond/policy, but with a change of limits, reduced coverage, increased deductible, additional exclusion, or upon increased premiums in excess of ten percent (exclusive of any premium increase as a result of experience rating), the Underwriter must mail written notice to the insured and its agent or broker not more than 120 days nor less than 60 days before replacement. If such notice is given late, the replacement bond/policy shall be in effectwith the same terms, conditions and rates as the terminated bond/policy for 60 days after such notice is given. |
2-14057
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SR6180b (12/93) | END 11 |
ENDORSEMENT# 11 (Continued)
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
5. | The Underwriter/Company may elect to simply notify the insured that the bond/policy will either be not renewed or renewed with different terms, conditions or rates. In this event, the Underwriter/Company will inform the insured that a second notice will be sent at a later date specifying the Underwriters/Companys exact intention. The Underwriter shall inform the insured that, in the meantime, coverage shall continue on the same terms, conditions and rates as the expiring bond/policy until the expiration date of the bond/policy or 60 days after the second notice is mailed or delivered, whichever is later. |
FOR USE WITH FINANCIAL INSTITUTION BONDS, STANDARD FORMS NOS. 14, 15, 24, AND 25 AND EXCESS BANK EMPLOYEE DISHONESTY BONDS, STANDARD FORM NO. 28, AND COMPUTER CRIME POLICY FOR FINANCIAL INSTITUTIONS TO COMPLY WITH STATUTORY REQUIREMENTS. |
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AUTHORIZED REPRESENTATIVE |
© All rights reserved.
2-14057
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SR6180b (12/93) | END 11 |
ENDORSEMENT# 12
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
ADDITIONAL INSUREDS RIDER
It is agreed that:
1. | Item 1 of the Declarations, Name of Insured (herein called Insured), is amended to include the following listed entities as additional Insureds under the attached bond: |
Apollo Tactical Income Fund, Inc
Apollo Credit Management, LLC
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. |
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AUTHORIZED REPRESENTATIVE |
© All rights reserved.
2-14057
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MNSCPT | END 12 | |||
ENDORSEMENT# 13
This endorsement, effective 12:01 AM | April 5, 2014 | forms a part of | ||
policy number 02-777-93-67 issued to APOLLO SENIOR FLOATING RATE FUND INC. |
by | National Union Fire Insurance Company of Pittsburgh, Pa. |
FORMS INDEX ENDORSEMENT
The contents of the Policy is com prised of the following forms:
FORM NUMBER |
EDITION |
FORM TITLE | ||
41205 | 04/95 | INVESTMENT COMPANY BLANKET BOND | ||
41206 | 09/84 | DEC INVESTMENT COMPANY BLANKET | ||
89644 | 06/13 | BOND GUTS ECONOMIC SANCTIONS | ||
99758 | 08/08 | ENDORSEMENT | ||
MNSCPT | NOTICE OF CLAIM (REPORTING BY E-MAIL) | |||
MNSCPT | EMPLOYEE DEFINITION AMENDED | |||
83231 | 01/09 | RIDER CENTRAL HANDLING OF | ||
MNSCPT | SECURITIES RIDER | |||
MNSCPT | NEW YORK LAW 3420 AMENDATORY ENDORSEMENT | |||
MNSCPT | STOP PAYMENT LEGAL LIABILITY SUB-LIMITED TO | |||
MNSCPT | $100K UNAUTHORIZED SIGNATURES SUB-LIMITED TO $100K; | |||
MNSCPT | $5K DED. TERMINATION OR CANCELLATION SECTION | |||
SR6180b | AMENDED TO 60 DAYS COMPUTER SYSTEMS | |||
MNSCPT | 12/93 | AUDIT EXPENSE COVERAGE | ||
78859 | NEW YORK STATUTORY | |||
10/01 | RIDER/ENDORSEMENT ADDITIONAL |
ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS REMAIN UNCHANGED.
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AUTHORIZED REPRESENTATIVE |
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END 013 | |||
78859 (10/ 01) | Page 1 of 1 |
EXHIBIT B
CERTIFICATE OF SECRETARY
The undersigned, Joseph D. Glatt, Secretary of Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc. (each, a Fund and collectively, the Funds), each an investment company registered under the Investment Company Act of 1940 (the 1940 Act), does hereby certify that the following resolutions were duly adopted by a special committee of each Funds board of directors (the Committee), consisting of a majority of the directors who are not interested persons (as defined by the 1940 Act) of the Funds (the Committee Members), on March 26, 2014:
RESOLVED, that each Fund shall be named as an insured under a joint insured fidelity bond (the Bond) having an aggregate coverage of $5 million, issued by Illinois Natl Insurance Co. (AIG), against larceny and embezzlement and such other types of losses as are included in standard fidelity bonds, covering the officers and the other employees of the Funds, and containing such provisions as may be required by the rules promulgated under the 1940 Act; and be it
FURTHER RESOLVED, that the proposed form and amount of the Bond be, and the same hereby are, approved by the Committee Members based on such factors including, but not limited to, the amount of the Bond, the value of the assets of each Fund to which any person covered under the Bond may have access, the estimated amount of the premium for such Bond, the types and terms of the arrangements made for the custody and safekeeping of each Funds assets, and the nature of the securities in each Funds portfolio; and be it
FURTHER RESOLVED, that the share of the premium to be allocated to each Fund and the Adviser for the Bond, which is based upon their proportionate share of the sum of the premiums that would have been paid if such bond had been purchased separately, be, and the same hereby is, approved by the Committee Members, after having given due consideration to, among other things, the number of other parties insured under the Bond, the nature of the business activities of such other parties, the amount of the joint insured bond and its premium, the ratable allocation of the premium among the parties insured under the Bond, and the extent to which the share of the premium allocated to each Fund under the Bond is less than the premium that a Fund would have had to pay had it maintained a single insured bond; and be it
FURTHER RESOLVED, that the officers of each Fund be, and each of them hereby is, authorized to obtain the Bond and pay the premium therefore; and be it
FURTHER RESOLVED, that each Fund participate in the Bond under which benefits as well as costs of the Bond be allocated to the Adviser and each Fund on the terms discussed at this Committee Meeting; and be it
FURTHER RESOLVED, that the agreement among each Fund and the Adviser providing that in the event that any recover is received under the Bond as a result of a loss sustained by a Fund and also by any named insured, the Fund shall receive an equitable and proportionate share of the recovery, but in no event less than the amount it would have received
had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1, is approved with such further changes therein as the officers of the Funds may determine to be necessary or desirable and proper with the advice of the Fund counsel, the execution of said joint fidelity bond agreement by such officers to be conclusive evidence of such determination; and be it
FURTHER RESOLVED, that the Secretary of the Funds be, and hereby is, designated as the party responsible for making the necessary filings and giving notices with respect to the Bond required by paragraph (g) of Rule 17g-1 under the 1940 Act.
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 8th day of April, 2014.
/s/ Joseph D. Glatt |
Joseph D. Glatt |
Secretary |
EXHIBIT C
Apollo Funds Complex
Rule 17g-1 Fidelity Bond Filing
Amount of Single Insured Bond for Joint Insureds
Period of Coverage: April 5, 2014 to April 5, 2015
Fund |
Single Insured Bond Coverage | |||
Apollo Senior Floating Rate Fund Inc. |
$ | 750,000 | ||
Apollo Tactical Income Fund Inc. |
$ | 750,000 |
EXHIBIT D
JOINT FIDELITY BOND AGREEMENT
This JOINT FIDELITY BOND AGREEMENT is effective for the period of April 5, 2014 through April 5, 2015 by and among Apollo Senior Floating Rate Fund Inc. (AFT), a Maryland corporation, Apollo Tactical Income Fund Inc. (AIF and together with AFT, the Funds), a Maryland corporation, and Apollo Credit Management, LLC (the Adviser), a Delaware limited liability company.
W I T N E S S E T H:
WHEREAS, the Funds and the Adviser are joint named insureds (each, an Insured and collectively, the Insureds) under a fidelity bond from time to time in effect (the Bond);
WHEREAS, the Funds are required to provide and maintain a fidelity bond pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, Rule 17g-1 under the 1940 Act requires that the Insureds enter into an agreement with each other, containing certain provisions regarding the respective amounts to be received by them in the event recovery is received under the Bond as a result of a loss sustained by them; and
WHEREAS, this Agreement has been approved by the directors of each Fund, including a majority of the directors who are not interested persons of each Fund (as defined in the 1940 Act).
NOW THEREFORE, the parties hereto, in consideration of the premises and the mutual covenants contained herein, hereby agree as follows:
1. Each Insured agrees to maintain in effect, and will pay a portion of the premiums for, the Bond, which premium will be allocated pro rata in accordance with the allocation approved by each Funds board of directors and agreed to by the Adviser. In no event will a Funds allocated portion of the total premium paid for the Bond exceed the premium such Fund would have had to pay if it had provided and maintained a single insured bond.
2. In the event recovery is received under the Bond as a result of a loss sustained by each Insured, each Insured shall receive an equitable and proportionate share of the recovery, but each Insured shall receive an amount at least equal to the amount it would have received had it provided and maintained a single insured bond with the minimum coverage required by paragraph (d)(1) of Rule 17g-1 under the 1940 Act.
3. Each party shall, within five days after making any claim under the Bond, provide the other party with written notice of the amount and nature of such claim. Each party shall, within five days after the receipt thereof, provide the other party with written notice of the terms of settlement of any claim made under the Bond by such party.
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4. This Agreement and the rights and duties hereunder shall not be assignable by any party hereto without the written consent of the other party.
5. This Agreement may be amended by the parties hereto only if such amendment is approved by the Board of Directors of each Fund and such amendment is set forth in a written instrument executed by each of the parties hereto.
6. This Agreement shall be construed in accordance with the laws of the State of New York.
This agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties and is effective as of the date of the commencement of coverage under the Bond.
APOLLO SENIOR FLOATING RATE FUND INC. | ||
By: | /s/ Joseph D. Glatt | |
Name: | Joseph D. Glatt | |
Title: | Chief Legal Officer and Secretary | |
APOLLO TACTICAL INCOME FUND INC. | ||
By: | /s/ Joseph D. Glatt | |
Name: | Joseph D. Glatt | |
Title: | Chief Legal Officer and Secretary | |
APOLLO CREDIT MANAGEMENT, LLC | ||
By: | /s/ Joseph D. Glatt | |
Name: | Joseph D. Glatt | |
Title: | Vice President and Secretary |
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