Form 40-17G

CERTIFICATE OF LIABILITY INSURANCE

OP ID: DU

DATE (MM/DD/YYYY)

11/03/11

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

40-17G 1 d307956d4017g.htm FORM 40-17G Form 40-17G

LOGO


February 28, 2012		James P. MacLean
		(617) 951-7003
		jim.maclean@ropesgray.com

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549

Ladies and Gentlemen:

Enclosed herewith for filing on behalf of RGIP, LLC (the “Company”) pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17g-1 promulgated thereunder, are the following materials required to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 17g-1(g) under the 1940 Act: (i) a copy of the crime policy covering the Company to November 6, 2012; (ii) a copy of the unanimous resolutions of the Company’s managing members approving such policies and the portion of the premium to be paid by the Company; and (iii) a copy of the agreement among joint insureds covered governing the criteria by which recoveries under the policies will be allocated among them.

Premiums have been paid through November 6, 2012. The current joint crime policy is in the amount of $5.0 million, which exceeds the amount that would be required if the Company were insured under a separate fidelity bond, as opposed to a joint crime policy.

If you have any questions or need any clarification concerning the foregoing or the enclosed, please call the undersigned at (617) 951-7003.

Please acknowledge receipt of the enclosed materials by stamping the enclosed copy of this letter and returning it in the enclosed postage-paid envelope.

Very truly yours,

/s/ James P. MacLean

James P. MacLean

Enclosures


cc:		R. Bradford Malt
		Ann L. Milner
		Erik G. Johnston


PRODUCER TD Insurance, Inc. (WS) PO Box 3600 West Springfield, MA 01090-3600 TD Insurance, Inc. 413-781-5940 413-733-7722	CONTACT NAME: Danielle C. Dupuis, AAI
	PHONE: (A/C, No, Ext): 207-239-3527	FAX [A/C, No]: 207-775-0339
	E-MAIL ADDRESS: danielle.dupuis@tdinsure.com
	PRODUCER CUSTOMER ID #: ROPES-2

	INSURER(S) AFFORDING COVERAGE		NAIC #
INSURED Ropes & Gray, LLP RGIP, LLC Prudential Tower 800 Boylston St Boston, MA 02199-3600	INSURER A: Federal Insurance Company		20281
	INSURER B:
	INSURER C:
	INSURER D:
	INSURER E:
	INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR

TYPE OF INSURANCE

ADDL

INSR

SUBR

WVD

POLICY

NUMBER

POLICY EFF

(MM/DD/YYYY)

POLICY EXP

(MM/DD/YYYY)

LIMITS

GENERAL LIABILITY

EACH OCCURRENCE

DAMAGE TO RENTED

COMMERCIAL GENERAL LIABILITY

PREMISES (Ea occurrence)

CLAIMS-MADE

OCCUR

MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

GEN’L AGGREGATE LIMIT APPLIES PER:

PRODUCTS-COMP/OP AGG

POLICY

PROJECT

LOC

AUTOMOBILE LIABILITY

COMBINED

SINGLE LIMIT

(Ea accident)

ANY AUTO

BODILY INJURY

ALL OWNED AUTOS

(Per person)

BODILY INJURY

SCHEDULED AUTOS

(Per accident)

HIRED AUTOS

PROPERTY DAMAGE

(Per accident)

NON-OWNED AUTOS

UMBRELLA

LIAB

OCCUR

EACH OCCURRENCE

EXCESS

LIAB

CLAIMS-MADE

AGGREGATE

DEDUCTIBLE

RETENTION $

WORKERS COMPENSATION

AND EMPLOYERS’ LIABILITY

Y/N

WC STATU-

TORY LIMITS

OTH-

ANY PROPRIETOR/PARTNER/EXECUTIVE

N/A

E.L. EACH ACCIDENT

OFFICER/MEMBER EXCLUDED?

(Mandatory in NH)

If yes, describe under

E.L. DISEASE – EA EMPLOYEE

DESCRIPTION OF OPERATIONS below

E.L. DISEASE

– POLICY LIMIT

Crime

80588127

(PRIMARY)

11/06/11

11/06/12

Crime

5,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

Cancellation Provisions apply per attached form 14-02-0042.


CERTIFICATE HOLDER		CANCELLATION
MANAG-2 Managing Members of RGIP, LLC C/O Ropes & Gray, LLP 800 Boylston Street Boston, MA 02199-3600		SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
		AUTHORIZED REPRESENTATIVE
		TD Insurance, Inc.

© 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD


*Section 6.* *Termination* *Provisions*
*Termination as to Any Partner or Employee*	6.1	This policy shall terminate as to any partner or Employee (1) immediately upon discovery by the Insured, any partner of the Insured or any elected or appointed officer of the Insured (not in collusion with such partner or Employee) of any act of Theft or other fraudulent or dishonest act by the partner or Employee, without prejudice to the loss of any property then being conveyed by the partner or Employee outside the Premises, or (2) twenty days after the receipt by the Insured of a written notice of termination from the Company, whichever first occurs.
*Termination of Policy or Insuring Clause*	6.2	This policy shall terminate in its entirety: (A) sixty days after the receipt by the Insured of a written notice of termination from the Company; (B) upon the receipt by the Company of a written notice of termination from the Insured; (C) at such other time as may be agreed upon by the Company and the first named Insured; (D) upon the voluntary liquidation or dissolution of the first named Insured; (E) upon the appointment of (1) a receiver, trustee or other fiduciary of the property of the first named Insured, or (2) a committee for the dissolution thereof; or (F) as to any Insured other than the first named upon the appointment of (1) a receiver, trustee or other fiduciary of the property of said Insured or (2) a committee for the dissolution thereof; whichever first occurs. Any Insuring Clause or coverage for any Insured other than the first named shall terminate sixty days after the receipt by the Insured of a written notice of termination from the Company or upon the request of the Insured. The Company shall refund the unearned premium computed at customary short rates if the policy is terminated in its entirety by the Insured. Under any other circumstances the refund shall be computed pro rata.
*Termination of Prior Bonds or Policies*	6.3	The taking effect of this policy shall terminate, if not already terminated, all previous liability of the Company to the Insured under bonds or policies specified in Item 8 of the Declarations of this policy. By reason of the issuance of this policy, the prior bonds or policies shall not cover any loss not discovered and notified to the Company prior to the effective date of this policy as specified in Item 6 of the Declarations.

2011-2012

SUMMARY OF INSURANCE

PREPARED FOR:

LOGO

PRESENTED BY:

LOGO


Account Executive:		Jacob E. Stone

Account Manager:		Deborah Neudek

Client Service Agent:		Danielle C. Dupuis

Address:		P.O. Box 3600, West Springfield, MA 01090-3600

Phone:		800-688-7256

Fax:		413-733-7722

Date:		December 26, 2011

This is a convenient coverage summary, not a legal contract. Please refer to the actual policies quoted for specific terms, conditions, limitations, and exclusions that will govern in the event of a loss. In evaluating your exposures to loss, we have depended upon information provided by you. If there are other areas that need to be evaluated prior to binding coverage, please bring these areas to our attention. Should any of your exposures change after coverage is bound, such as new operations, hiring employees in additional states, buying more property, etc., please let us know so proper coverage(s) can be discussed. Higher liability limits may be available. Let us know if you would like a quote for higher limits.

Your policies may contain exclusions for terrorism and/or mold.

Page 1

U.S. PROPERTY LOCATIONS

1)	525 University Ave., Palo Alto, CA (Subleased—Property Excluded)

2)	1211 Avenue of the Americas, New York, NY

3)	700 12th Street, One Metro Center, Washington, DC

4)	111 S. Wacker Drive, Chicago, IL 60603

5)	1900 University Way, 6^th Floor, Ste 600, East Palo Alto, CA

6)	800 Boylston Street, Prudential, Boston, MA

7)	885 3rd Avenue, New York, NY (Subleased—Property Excluded)

8)	3 Embarcadero Center, San Francisco, CA

9)	260 Locke Drive, Marlborough, MA—Sungard Data Center

10)

610 Opperman Drive, Eagan, MN—West Data Center

Location to be added—Pending information

•

Pending additional locations used for off-site storage of valuable papers

FOREIGN PROPERTY LOCATIONS

1)	Yusen Building, 2^nd Floor, Marunouchi 2-3-2, Chiyoda-ku, Tokyo, Japan

2)	5 New Street Square, London, UK

3)	Park Place Office Building No. 1601, Nan Jing Rd (W) Jing An District, Shanghai, China

4)	8 Connaught Place, 41^st Floor, One Exchange Square, Central Hong Kong

5)	107 Fenchurch Street, London (Subleased—Property Excluded)

JAPAN APARTMENTS ¹

1.	Minami Azabu 1-1-11, Room #301, Minato-Ko Japan

2.	Aoyama Dai-ichi Mansions, Rm 902, No. 4-10, Akasaka 8-chome, Minato-ku Tokyo

3.	Hill Court Yoyogi, 5-32-4 Yoyogi, Shibuya-ku, Tokyo

4.	Shibaura Island Bloom Tower 1617, 4-20-2 Shubaura, Minato-Ku, Tokyo 108-0023, Japan

5.	Homat Ruby Room 401, 26-6, Minami-Aoyama, 1-Chome, Minato-Ko

6.	Aoyama Park Tower #2504, 1-19-18 Shibuya, Shibuya-ku, Tokyo Japan

¹	Covered for liability only, no property coverage.

Page 2

COMMERCIAL PROPERTY


INSURING COMPANY:		Vigilant Insurance Co./Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 254,802 ²


COVERAGE		LIMIT
Blanket Property, including EDP, I&B (Premises 2-6 & 8-10) Deductible $5,000		$	197,734,389
Blanket Business Income w. Extra Expense (Premises 2-6 & 8) 24 Hour Waiting Period		$	47,906,000
Building Ordinance (Premises 2-6 & 8)			Included

Blanket Fine Arts (Premises 2-6 & 8) Deductible $2,500		$	4,755,255
Blanket Valuable Papers (Premises 2-6 & 8) Deductible $2,500		$	8,000,000

Earthquake (Premises 2-4, 6, 9 & 10)	Annual Aggregate	$	15,000,000
Deductible $50,000, BI 48 hour waiting period	Per Occurrence	$	15,000,000
Flood ³ (Premises 2-4, 6, 8, 9 & 10)	Annual Aggregate	$	15,000,000
Deductible $50,000, BI 48 hour waiting period	Per Occurrence	$	15,000,000

PROPERTY-BLANKET LIMIT OF INSURANCE		$	500,000
(Automatic blanket limit applies but is not limited to the following)

•

Accounts Receivable

•

Electronic Data Processing Property

•

Leasehold Interest – Bonus Payment, Prepaid Rent, Sublease Profit, Tenants’ Lease Interest

•

Leasehold Interest – Electronic Date Processing Equipment

•

Leasehold Interest – Undamaged Tenants’ Improvements & Betterments

•

Outdoor Trees, Shrubs, Plants or Lawns

•

Personal Property of Employees

•

Physical Evidence

•

Public Safety Service Charges

PROPERTY RATES

•

11-12: 0.129 based on blanket property value of $197,734,389

COVERAGE NOTES

•

Equipment Breakdown is included at property limits

•

Valuation: Replacement cost.

•

Coinsurance does not apply.

•

Automatic coverage for renovation projects for office space build-outs.

•

Named Insured includes Fish & Neave

•

See policy for additional property coverages, extensions and exclusions.

²	Includes $418 taxes/surcharges and $26,442 for optional Terrorism coverage.

³	Inundation, back-up, mud excluded as well as Flood excluded at location 5 (1900 University Ave) – Flood Zone A.

Page 3

COMMERCIAL LIABILITY


INSURING COMPANY:		Vigilant Insurance Company/Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 55,077 ⁴


COVERAGE		LIMITS
General Liability – Occurrence Form
General Aggregate (applies per location)		$	2,000,000
Products/Completed Operations		$	1,000,000
Bodily Injury & Property Damage Liability – Non Professional		$	1,000,000
Personal and Advertising Injury Liability		$	1,000,000
Medical Payments	Each Person	$	10,000
Fire Legal Liability	Any One Fire	$	1,000,000

Exposure Basis:

•

11-12: 983 Lawyers


Employee Benefits Liability – Claims-made Form
Retroactive Date: 11/6/2007	Per Claim	$	1,000,000
Deductible: $1,000	Aggregate	$	1,000,000

Exposure Basis:

•

11-12: 1,915 Employees

COVERAGE COMMENTS

•

General Liability/coverage for Third Party Discrimination (Harassment, segregation, discrimination other than employee related)

•

Auditable upon policy expiration

•

Defense outside limits

•

Additional Insured – Schedule Person or Organization: Contra Costa Health Services, Contracts and Grants Unit, 50 Douglas Drive, Ste 320A Martinez, CA 94553

•

Named Insured includes Fish & Neave

•

See policy for additional coverages, extensions and exclusions.

⁴	Includes $541 annual premium for optional Terrorism coverage

Page 4

AUTO LIABILITY


INSURING COMPANY:		Federal Insurance Co./Chubb

POLICY PERIOD:		11/6/11 to 11/6/12

PREMIUM:		$ 2,029


COVERAGE	LIMITS

Hired and Non-owned Auto Liability	$	1,000,000

Hired Physical Damage Comprehensive & Collision Deductibles each $1,000		Actual Cash Value (ACV)

Page 5

WORKERS COMPENSATION


INSURING COMPANY:		Pacific Indemnity Insurance Co./Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 475,604 ⁵ – Includes Dividend Plan *


COVERAGE		LIMITS
Voluntary Workers’ Compensation			Statutory

Employer’s Liability	Per Accident	$	500,000
	Policy Limit	$	500,000
	Each Employee	$	500,000

EXPERIENCE MODIFICATION *


Policy Term:	11-12
CA		0.74
All Other States		0.83

PAYROLLS & RATES


Policy Term:	11/6/11 to 11/6/12
Policy Term:	Payrolls		Employee
State	Estimated		Count
CA	$	20,574,006		144
CT	$	204,204		1
DC	$	23,348,667		157
IA	$	71,471		1
MA	$	150,349,466		1,127
PA	$	394,355		3
VA	$	139,230		1
CO	$	144,573		1
IL	$	8,207,229		55
NJ	$	486,820		3
WI	$	93,291		1
WA	$	—		0
**NY	$	84,011,149		444
MD	$	206,905		2
SC	$	210,000		1
Total Payroll	$	288,441,366		1,941

*	Dividend Plan following page

⁵	Workers Compensation $98,284 attributable to Terrorism charge.

Page 6

Net Cost Exhibit

Standard Premium: $354,218

Premium Discount: $-36,994

Policy Premium: $317,224


Loss Ratio		Losses		Div. % Pol. Prem			Indicated * Dividend		Net ** Cost
	0%	$	0.00		33.94	%	$	107,663.00	$	209,561.00
	5%	$	17,705.00		28.77	%	$	91,272.00	$	225,952.00
	10%	$	35,412.00		24.66	%	$	78,231.00	$	238,993.00
	15%	$	53,116.00		20.20	%	$	64,070.00	$	253,154.00
	20%	$	70,823.00		15.73	%	$	49,904.00	$	267,320.00
	25%	$	88,531.00		11.27	%	$	35,745.00	$	281,479.00
	30%	$	106,237.00		5.40	%	$	17,119.00	$	300,105.00
	35%	$	123,942.00		2.46	%	$	7,810.00	$	309,414.00
	40%	$	141,645.00		0.00	%	$	0.00	$	317,224.00
	45%	$	159,352.00		0.00	%	$	0.00	$	317,224.00
	50%	$	177,062.00		0.00	%	$	0.00	$	317,224.00
	55%	$	194,765.00		0.00	%	$	0.00	$	317,224.00
	60%	$	212,471.00		0.00	%	$	0.00	$	317,224.00

Net Cost does not include state assessments.

* Indicated Dividend reflects variable state charges and losses.

** Net Cost to the insured is the policy premium less indicated dividend.

DIVIDEND PLAN

•

Incurred losses used in the actual dividend calculation (based on audited premiums) will be valued as of 12 months and 24 months after expiration or cancellation.

•

The insured will receive 50% of the estimated dividend due at the first adjustment. Upon the second (final adjustment), this amount will be subtracted from the total dividend amount.

•

Dividends cannot be guaranteed and are declared at the sole discretion of the Board of Directors of the Pacific Indemnity Company.

•

The “Net Cost Exhibit” is an overview of projected dividends at various loss ratios.

•

The actual dividend calculation will use audited premiums.

The dividends indicated in the above exhibit are estimates. The final dividend amount will be based on final audited payrolls and premiums and actual loss experience. By law dividends cannot be guaranteed and are declared at the sole discretion of the Board of Directors. As a matter of record the Board of Directors has never failed to declare a dividend under the terms of a contributory dividend plan

Page 7

FOREIGN LOCAL COVERAGE – JAPAN


INSURING COMPANY:		Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 8,539 excluding local taxes & fees

LOCATION: Yusen Building, 2^nd Floor, Marunouchi 2-3-2, Chiyoda-ku, Tokyo, Japan


PROPERTY COVERAGES	LIMITS
Contents, Electronic Equipment, Improvements & Betterments	USD $	3,377,000
Fine Arts	USD $	72,025
Deductible $5,000
Equipment Breakdown included
Excludes Earthquake, Flood, Wind, Theft.
Business Interruption - 12 months	USD$	100,000

GENERAL LIABILITY COVERAGE	LIMITS
Premises Operations	USD $	1,000,000

EMPLOYERS LIABILITY	LIMITS
Per accident	USD $	1,000,000
Policy limit	USD $	1,000,000
Per Employee	USD $	1,000,000

COVERAGE COMMENTS:

•

This policy is a requirement of the foreign government in Japan.

•

Employers Liability Exposure: USD $1,054,500 (Expiring: USD $ 818,472 payroll)

•

Premium will be billed annually by your local broker in Japan and must be paid in local currency prior to the effective date of coverage.

LOCAL BROKER:

Mojumdar & Company, Ltd.

Foreign Home Based Broker for Japan

No 3-7-10 6F., Nihonbashi Chuo-ku

Tokyo Japan 103-0027

Larry Mojumdar, President

Phone: +81-3-3281-2119 / Fax: +81-3-3281-2118

E-mail: larry@gol.com / sales@mojumdar.com

Page 8

FOREIGN LOCAL COVERAGE – LONDON, UK


INSURING COMPANY:		Chubb

POLICY PERIOD:		11/6/11 to 11/6/12

PREMIUM:		$ 14,993 excluding local taxes & fees

LOCATION: 5 New Street Square, London, United Kingdom (UK)


PROPERTY COVERAGES	LIMITS
Contents, Electronic Equipment, Improvements & Betterments	USD $	4,300,000
Fine Arts	USD $	174,184
Deductible $5,000
Equipment Breakdown included
Excludes Earthquake, Flood, Wind, Theft.

GENERAL LIABILITY COVERAGE	LIMITS
Public Liability	USD $	1,000,000
Product Liability	USD $	1,000,000

EMPLOYERS LIABILITY	LIMITS
Per Occurrence Limit	£	10,000,000
Per Occurrence or Series of Occurrences
Consequent on or attributable to an act of terrorism	£	5,000,000

COVERAGE COMMENTS:

•

Local Employers’ Liability coverage is a requirement of the foreign UK government if staff consists of salaried/hourly employees. Per Ropes & Gray, partners are not considered salaried employees.

•

Employers’ Liability Exposure: £4,051,546 (Expiring: £3,297,694)

LOCAL UK BROKER:

Lark Insurance Brokering Group, London Office

Ibex House, 42-47 Minories, London, EC3N 1DY

Direct Tel: 01622 356920

Mobile: 07557 152997

http://www.larkinsurance.co.uk/

Contact: Eloise Morgan

Page 9

FOREIGN LOCAL COVERAGE – SHANGHAI, CHINA


INSURING COMPANY:		Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

ESTIMATED ANNUAL PREMIUM:		$ 7,500 excluding local taxes & fees

LOCATION:

Units 07-08 of 32/F, Park Place Office Building, No.l601 Nan Jing Road(W),Jing An District, Shanghai, China


PROPERTY COVERAGES	LIMITS
Contents, Electronic Equipment, Improvements & Betterments, Personal Property of Others - $5,000 Deductible	USD $	1,400,000

GENERAL LIABILITY COVERAGE	LIMITS
Premises Operations	USD$	1,000,000

EMPLOYERS LIABILITY

(l)	Death:36 Months Salary Sublimit: RMB 1,000,000 per person per accident

(2)

Disablement:48 Months salary Sublimit: RMB 1,350,000 per person per accident (Mix. Amount of indemnity to be calculated by multiplying the percentages set forth in the indemnity scale of the policy in respect of the injured part and extend of injury with the limit of indemnity stipulated in the policy)

(3)	Temporary Disablement:70% of salary for period of temporary disability up to 52 weeks.Sublimit:RMB 5,000 per person per week

(4)	Medical Expenses:RMB 10,000 per person per accident and RMB 100,000 per person in aggregate during the policy period

(5)	Employer’s Liability:RMB 1,000,000 any one accident & in aggregate

(6)	Limit of Indemnity in aggregate during the policy period:RMB 1,350,000

COVERAGE COMMENTS:

•

Terrorism included

•

Local general liability coverage for your premise operations is primary and is a requirement of the foreign China government.

•

See policy for exclusions and additional coverages and sublimits

•

Employers’ Liability Exposure USD $ 271,425 (Expiring USD $0)

•

Premium will be billed annually by your local broker in China and must be paid in local currency.

LOCAL CHINA BROKER:

Continental Insurance Brokers Limited, Shanghai Branch

Wini Tong, Account Excutive

Room 21-D,World Plaza, No.855 Pudong Road(S), Shanghai 200120,China

Office +86-21-5109 6006-803 Mobile +86-1361 184 7989 Fax +86-21-5836 9945

tongwenting@chinacib. com

Page 10

FOREIGN LOCAL COVERAGE - HONG KONG


INSURING COMPANY:		Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 2,770 excluding local taxes & fees

LOCATIONS:

8 Connaught Place, 41^st Floor, One Exchange Square, Central Hong Kong


EMPLOYERS LIABILITY	LIMITS
Per accident	USD $	1,000,000
Policy limit	USD $	1,000,000
Per Employee	USD $	1,000,000

COVERAGE COMMENTS:

•

This policy is a requirement of the foreign government in Hong Kong.

•

Payroll Exposure: USD $1,834,261 (Expiring: USD $2,034,843)

Page 11

FOREIGN ‘WORLDNET’ PACKAGE


INSURING COMPANY:		Great Northern Insurance Co./Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 36,283


PROPERTY⁶ COVERAGES ($5,000 Deductible)		LIMITS
1% Wind/Hail Deductible per premise/per occurrence (Premises 1, 3 & 4)- Minimum		$	100,000
Japan	Property	$	3,377,000
	Fine Arts	$	72,025
UK	Property	$	4,300,000
	Fine Arts	$	174,184
China	Property	$	1,400,000
Hong Kong	Property	$	3,950,000
Blanket	Business Interruption (24 Hour Waiting Period)	$	100,000


GENERAL LIABILITY COVERAGE	LIMITS
General Aggregate	$	2,000,000
Products/Completed Operations Aggregate Limit	$	1,000,000
Advertising Injury and Personal Injury Aggregate Limit	$	1,000,000
Each Occurrence Limit	$	1,000,000
Damage to Premises Rented To You Limit	$	1,000,000
Medical Expenses Limit	$	10,000
Neighbors and Tenants Liability	$	2,500,000

AUTO COVERAGE—Hired and Non-Owned	LIMITS
Auto Liability—Bodily Injury & Property Damage	$	1,000,000
Physical Damage—Per Vehicle / Aggregate	$	2,500/$10,000

WORKERS COMPENSATION	LIMITS
U.S. Nationals		State of Hire Benefits
Other International Employees		Country of Origin Benefits

EMPLOYERS LIABILITY	LIMITS
Per accident / Policy Limit / Per Employee	$	lMil / $lMil / $lMil
Repatriation Each Employee / Aggregate	$	250,000 / $500,000

INTERNATIONAL TERRITORY

Responds to suits brought outside the United States & Canada for bodily injury & property damage occurrence & advertising injury & personal injury offenses that take place outside the US & Canada.

COVERAGE COMMENTS:

•

Coverage includes liability for individual employee apartments leased through Ropes & Gray.

•

Worldnet provides excess coverage to foreign local policies, excluding employers’ liability in the UK.

•

Property Valuation: Replacement cost with no coinsurance penalty.

•

Earthquake excluded. Earthquake sprinkler leakage for Japan excluded.

•

See policy for additional coverages, extensions and exclusions.

•

Exposure: # Trips - 340; Local National Payroll: Japan - $1,054,500; Hong Kong $1,834,261; China $271,425 London £4,051,546; UK Excluded

⁶	“Property” includes electronic data processing equipment and improvements and betterments. See location schedule in Section II under Foreign Property Locations. Blanket limit of $13,273,209 applies.

UMBRELLA


INSURING COMPANY:		Federal Insurance Co./Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 54,159 ⁷


COVERAGES	LIMITS
Each Occurrence	$	40,000,000
Aggregate (applies per location)	$	40,000,000

RATING EXPOSURES:
Payroll:	$	288,441, 366	Domestic
	$	3,160,186	International
		*Excluding UK Payroll*

Number of Lawyers:			983 including Partners

Number of Locations:			8 Domestic

			5 Internationally

COVERAGE COMMENTS:

•

Follow Form to Fire Legal Liability

•

Follow form to Third Party Discrimination

•

See policy for exclusions

UNDERLYING COVERAGES:

•

General Liability

•

Employee Benefits Liability

•

Auto Liability

•

Employer’s Liability - All States

•

Foreign Worldnet General, Auto and Employer’s Liability

⁷	Includes $536 annual premium for terrorism coverage.

Page 13

KIDNAP, RANSOM & EXTORTION / WORKPLACE VIOLENCE


INSURING COMPANY:		Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 16,698


KIDNAP, RANSOM & EXTORTION	LIMITS		DEDUCTIBLE
Special Coverage	$	5,000,000	$	0
Custody	$	5,000,000
Expense	$	5,000,000
Accidental Loss - Loss of life	$	5,000,000
Mutilation				25	%
All Other Accidental Loss				100	%

WORKPLACE VIOLENCE EXPENSE	LIMITS		DEDUCTIBLE
Each Insured Event*	$	2,000,000	$	25,000

* Includes consultation costs, expenses, business interruption, death benefit per decendent and rehabilitation expenses

TERRITORY: Worldwide

Page 14

LAYER 1—PRIMARY CRIME


INSURING COMPANY:		Federal Insurance Company / Chubb

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 47,000


COVERAGE ⁸	LIMIT		DEDUCTIBLE
Employee Theft	$	5,000,000	$	35,000
Depositors Forgery & Alteration	$	5,000,000	$	35,000
Theft, Disappearance & Destruction	$	5,000,000	$	35,000
Money, Securities and other Property
Computer and Funds Transfer Fraud	$	5,000,000	$	35,000

LAYER 2—EXCESS OVER PRIMARY


INSURING COMPANY:		Travelers Casualty & Surety Company

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 35,250


COVERAGE		LIMIT
Employee Theft		$10,000,000 excess of $5,000,000
Depositors Forgery & Alteration		$10,000,000 excess of $5,000,000
Theft, Disappearance & Destruction		$10,000,000 excess of $5,000,000
Money, Securities and other Property
Computer and Funds Transfer Fraud		$10,000,000 excess of $5,000,000

LAYER 3—EXCESS CRIME OVER EXCESS AND PRIMARY


INSURING COMPANY:		Hanover Insurance Company

POLICY PERIOD:		11/06/11 to 11/06/12

PREMIUM:		$ 17,600


COVERAGE		LIMIT

Employee Theft		$10,000,000 excess of $15,000,000
Depositors Forgery & Alteration		$10,000,000 excess of $15,000,000
Theft, Disappearance & Destruction		$10,000,000 excess of $15,000,000
Money, Securities and other Property
Computer and Funds Transfer Fraud		$10,000,000 excess of $15,000,000

⁸	Chubb’s Crime is worldwide coverage. ERISA included.

Page 15

REGISTERED MAIL


INSURING COMPANY:		Chubb

POLICY PERIOD:		4/4/11 to 4/4/12 (Continuous)

PREMIUM:		$1,000


COVERAGE		LIMITS
Aggregate		$5,000,000

COVERAGE COMMENTS;

•

Liability for shipments of property shall not exceed the limit shown above to any one addressee on any one day

•

If the declared value of shipments of all property from any one sender to any one addressee on any one day exceeds the aggregate limit shown above, the excess over that amount will be covered hereunder only upon confirmation of acceptance from Chubb Group of Insurance Companies.

Page 16

RGIP, LLC

Action by Written Consent of Managing Members

The undersigned being all of the managing members of RGIP, LLC, a Delaware limited liability company (the “Company”), hereby consent to the following actions and adopt the following votes:


VOTED:		That after considering all relevant factors, the naming of the Company as a named insured under the crime insurance policy issued by the Federal Insurance Company to Ropes & Gray LLP and the other insureds named thereunder for the one year period commencing on November 6, 2011 in the amounts listed on Annex A for an annual premium of $47, 000 (the “Policy”), the Company’s share of the premium being $0.00, is approved and ratified.

VOTED:		That the amount, type, form and coverage of the Policy are approved.

VOTED:		That the participation by the Company in the Policy is in the best interests of the Company.

VOTED:		That the proposed premium for the Policy coverage described above allocated to the Company is fair and reasonable to the Company.

VOTED:		That the form, terms and provisions of the Agreement Among Joint Insureds, in the form furnished to the Managing Members of the Company are approved.

VOTED:		That James P. MacLean, in his capacity as a vice president of the Company, is designated as the officer of the Company who shall make the filings and give the notices required by Rule 17g-1(g) under the Investment Company Act of 1940, as amended.

/s/ R. Bradford Malt

R. Bradford Malt

/s/ Ann L. Milner

Ann L. Milner

/s/ Alfred O. Rose

Alfred O. Rose

Dated: As of February 28, 2012

Annex A


Partner or Employee Theft Coverage	$	5,000,000
Premises Coverage	$	5,000,000
Transit Coverage	$	5,000,000
Depositors Forgery Coverage	$	5,000,000
Computer Theft of Merchandise Coverage	$	5,000,000
Investigative Costs Coverage	$	100,000
Credit Card Forgery	$	100,000
Money Orders and Counterfeit Currency Charges	$	1,000,000

AGREEMENT AMONG JOINT INSUREDS

THIS AGREEMENT made as of November 6, 2011 by and among RGIP, LLC, a Delaware limited liability company (the “Company”), the entities listed as signatories below and each person or entity that becomes a party hereto pursuant to Section 2 (collectively with the Company the “Insureds”).

WHEREAS, the Insureds are named insureds under a crime insurance policy issued by Federal Insurance Company (the “Insurer”), as amended, endorsed, extended or restated from time to time (the “Policy”);

WHEREAS, the Insureds desire to establish the criteria by which recoveries under the Policy shall be allocated among them;

NOW, THEREFORE, it is agreed as follows:

1. In the event that the claims of loss of the Insureds under the Policy are so related that the Insurer is entitled to assert that the claims must be aggregated, the Company shall receive an equitable and proportionate share of the recovery, but at least equal to the amount it would have received had it provided and maintained a single insured policy with the minimum coverage required under Rule 17g-1 under the Investment Company Act of 1940, as amended.

2. Each person or entity who becomes a named insured under the Policy may become a party to this Agreement by executing a joinder to this Agreement in substantially the form of Exhibit A and delivering it to Ropes & Gray LLP on behalf of itself and each other Insured c/o Ropes & Gray LLP, 800 Boylston St, Prudential Tower, Boston, Massachusetts 02199-3600, Attention: Chief Financial Officer.

IN WITNESS WHEREOF, the parties initially party hereto have executed this Agreement as of the date first above written.


RGIP, LLC

By:		/s/ ANN L. MILNER
		Managing Member - ANN L. MILNER

ROPES & GRAY LLP

By:		/s/ R. BRADFORD MALT
		Partner - R. BRADFORD MALT

ROPES & GRAY, LTD

By:		/s/ MATTHEW M. BURKE
		Title: DIRECTOR - MATTHEW M. BURKE


ROPES & GRAY INTERNATIONAL LLP

By:		/s/ R. BRADFORD MALT
		Title: PARTNER - R. BRADFORD MALT

-2-

EXHIBIT A

JOINDER

The undersigned, which is a named insured under a crime policy issued by , hereby agrees to be a party to the Agreement Among Joint Insureds dated as of , , as from time to time in effect, among RGIP, LLC and the other parties from time to time party thereto with the same force and effect as if it was a signatory thereto and was expressly named therein.


[Name of Entity/Person]

By
		Title:

Dated: ,

-3-