Form 40-17G RGIP, LP

		ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

 

April 9, 2024		Bruce Willman
		(617) 854-2141
		[email protected]

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, LP (the “Partnership”) 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-l (g) under the 1940 Act: (i) a copy of the crime policy covering the Partnership to January 1, 2025; (ii) a copy of the unanimous resolutions of the Partnership’s managing members approving such policies and the portion of the premium to be paid by the Partnership; 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 January 1, 2025. The current joint crime policy is in the amount of $10.0 million, which exceeds the amount that would be required if the Partnership 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) 854-2141.

Please acknowledge receipt and acceptance of the enclosed materials with an email confirmation.

Very truly yours,

/s/ Bruce Willman

Bruce Willman

Enclosures

cc:	Managing Members

Erik G. Johnston

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ACORD® CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 12/28/2023 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. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA CONTACT NAME: PHONE (A/C No. Ext): (866) 283-7122 FAX (A/C No.): (800) 363-0105 E-MAIL ADDRESS: PRODUCER CUSTOMER ID #: 570000038347 INSURER(S) AFFORDING COVERAGE NAIC # INSURED RGIP, LP Prudential Tower 800 Boylston Street Boston MA 02199 USA INSURER A: Continental Casualty Company 20443 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: Holder Identifier: COVERAGES CERTIFICATE NUMBER: 570103269578 REVISION NUMBER: LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, If more space is required) 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 POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS PROPERTY CAUSES OF LOSS DEDUCTIBLES BASIC BUILDING BROAD SPECIAL CONTENTS EARTHQUAKE WIND FLOOD BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP CERTIFICATE NUMBER: 570103269578 INLAND MARINE CAUSES OF LOSS NAMED PERILS TYPE OF POLICY POLICY NUMBER A X CRIME TYPE OF POLICY Crime - Primary 596753106 Crime 01/01/2024 01/01/2025 X Aggregate Limit (for $10,000,000 BOILER & MACHINERY / EQUIPMENT BREAKDOWN SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION Managing Members of RGIP, LP c/o Ropes & Gray, LLP 800 Boylston Street Boston, MA 02199-3600 USA 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 © 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24 (2016/03) The ACORD name and logo are registered marks of ACORD

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Ropes & Gray LLP
Line of Coverage		Policy Number		Coverage Description		Limit				Deductible				Premium				Taxes, Fees & Surcharges
Business Auto Coverage		7354-97-90		Business Auto Coverage | Business Auto										$	2,282			$	0
				No Deductible/SIR Coverage
				CSL		$	1,000,000
				Underinsured Motorist Combined Single Limit		$	1,000,000
				Medical Payments		$	10,000
				Comprehensive Deductible						$	1,000
				Collision Deductible						$	1,000
				Maximum Limit of Coverage - per vehicle		$	50,000
				Limit(1)		$	100,000
Commercial Package Policy		35887392		Blanket Accident | Commercial Package										$	597			$	11,501
				No Deductible/SIR Coverage
				Commercial Property Coverage | Commercial Package										$	433,254
				Deductible Coverage
				Blanket Personal Property Limit		$	492,619,197			$	5,000
				Business Income & Extra Expense Limit		$	100,000,000
				Foreign Contingent Auto | Commercial Package										$	8,795
				Foreign Workers Compensation | Commercial Package										$	18,897
				General Liability Coverage | Commercial Package										$	41,060
				No Deductible/SIR Coverage
				General Aggregate Limit		$	2,000,000
				Prod & Comp Ops Aggregate Limit		$	2,000,000
				Per Occurrence Limit		$	1,000,000
				Personal & Advertising Injury Limit		$	1,000,000
				Damage to Rented Premises/Fire Damage (Any One Fire)		$	1,000,000
				Medical Expanse Limit (any one person)		$	10,000
				Employee Benefit Liability Aggregate Limit		$	1,000.000
Crime - Excess		P00100024863204		Crime - Excess | Excess Crime-Axis										$	45,358			$	0
				No Deductible/SIR Coverage
				Limit (1)		$	15,000,000
Crime - Excess		G71772226005		Crime - Excess | Excess Crime- Chubb										$	50,885			$	0
				No Deductible/SIR Coverage
				Limit (1)		$	15,000,000
Crime - Excess		64MGU24A58010		Crime - Excess | Excess Crime-U.S. Specialty										$	16,485			$	0
				No Deductible/SIR Coverage
				Limit (1)		$	10,000,000
Crime - Excess		ELU19483324		Crime - Excess | Excess Crime- XL Specialty										$	14,999			$	0
				No Deductible/SIR Coverage
				Limit (1)		$	10,000,000
Crime - Primary		596753106		Crime - Primary | Crime										$	70,555			$	0
				Deductible Coverage
				Aggregate Limit (for all clauses)		$	10,000,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
				Deductible						$	200,000
Cyber Liability		652182075		Cyber Liability | P$10M - Cyber - CNA										$	480,000			$	0
				Self Insured Retention Coverage
				Limit (1)		$	30,000,000			$	250,000
Cyber Liability - Excess		MTE904018004		Cyber Liability - Excess | Cyber $10M xs $10M - lndian Harbor										$	380,000			$	15,200
Cyber Liability - Excess		PCY1645424AA		Cyber Liability - Excess | Cyber $10M xs $20M - Mosaic										$	50,904			$	5,600
				Cyber Liability - Excess | Cyber $10M xs $20M - Mosaic										$	71,274
				Cyber Liability - Excess | Cyber $10M xs $20M - Mosaic										$	15,274
				Cyber Liability - Excess | Cyber $10M xs $20M - Mosaic										$	2,548
Cyber Liability - Excess		100044093		Cyber Liability - Excess | Cyber $10M xs $20M - QBE										$	140,000			$	5,600
Excess Liability Coverage		USC034682242		Excess Liability Coverage | $15 xs $50 XS Umbrella Liab-Fireman’s										$	15,300			$	0
				No Deductible/SIR Coverage
				Each Occurrence		$	15,000,000
				Aggregate		$	15,000,000
Fiduciary Liability - Excess		EPG0032546		Fiduciary Liability - Excess | $5M xs-$5M - Fiduciary										$	33,000			$	0
Fiduciary Liability Excess		P00100049140904		Fiduciary Liability - Excess $5M xs $10M - Fiduciary										$	29,720			$	0
Fiduciary Liability - Excess		652490069		Fiduciary Liability - Excess | $5M xs $15M - Fiduciary										$	27,500			$	0
Fiduciary Liability - Primary		82417342		Fiduciary Liability Primary | Fiduciary Liability										$	40,255			$	0
Group Umbrella Policy		79953010		Group Umbrella Policy | Group Umbrella										$	385,863			$	13,428
Umbrella Liability		79863589		Umbrella Liability | P$50 Umbrella-Federal Ins										$	58,771			$	0
				No Deductible/SIR Coverage
				Each Occurrence		$	50,000,000
				Aggregate		$	50,000,000

 

Page 1 of 2

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Ropes & Gray LLP
Line of Coverage		Policy Number		Coverage Description		Limit				Deductible				Premium				Taxes, Fees & Surcharges
Workers Compensation		71733214		Workers Compensation | Workers Compensation										$	485,625			$	26,330
				No Deductible/SIR Coverage
				Bodily Injury Limit - Each Accident		$	500,000
				Bodily Injury by Disease - Policy Limit		$	500,000
				Bodily lnjury by Disease - Ea Employee		$	500,000
This insurance document is furnished to you as a matter of Information for your convenience. It only summarizes the listed policy(ies) and is not intended to reflect all the terms and conditions or exclusions of such policy(ies). Moreover, the information contained in this document reflects coverage as of the edition date and does not reflect subsequent changes. This document is not an insurance policy and does not amend, alter or extend the coverage afforded by the listed policy(ies). The Insurance afforded by the listed policy(ies) is subject to all the terms, exclusions and conditions of such policy(ies). Surcharge amount is in addition to the premium amount shown.

 

Page 2 of 2

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RGIP, LP

Action by Written Consent of Managing Members

The undersigned being all of the managing members of RGIP GP, LLC the sole general partner of RGIP, LP, a Delaware limited partnership (the “Partnership”), hereby consent to the following actions and adopt the following votes:

 

VOTED:		That after considering all relevant factors, the naming of the Partnership as a named insured under the crime insurance policy issued by the Continental Casualty Company to Ropes & Gray LLP and the other insureds named thereunder for the one-year period commencing on January 1, 2024 in the amounts listed on Annex A for an annual premium of $121,540 (the “Policy”), the Partnership’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 Partnership in the Policy is in the best interests of the Partnership.
VOTED:		That the proposed premium for the Policy coverage described above allocated to the Partnership is fair and reasonable to the Partnership.
VOTED:		That the form, terms and provisions of the Agreement Among Joint Insureds, in the form furnished to the Managing Members of the Partnership are approved.
VOTED:		That Bruce Willman, in his capacity as a vice president of the Partnership, is designated as the officer of the Partnership who shall make the filings and give the notices required by Rule 17g-l (g) under the Investment Company Act of 1940, as amended.

 

Dated: As of April 9, 2024

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Annex A

 

Partner or Employee Theft Coverage		$	10,000,000
Theft Disappearance & Destruction		$	10,000,000
Forgery or Alteration Coverage		$	10,000,000
Robbery or Safe Burglary – Property Other Than Money Coverage		$	10,000,000
Computer Systems Fraud Coverage		$	10,000,000
Destruction of Data or Programs Coverage		$	10,000,000
Money Order & Counterfeit Currency – Worldwide Coverage		$	10,000,000
Wire Transfer with Voice Plus Coverage		$	10,000,000
Social Engineering		$	2,000,000
Claims Expense		$	100,000
Retention		$	200,000
Social Engineering Retention		$	300,000

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AGREEMENT AMONG JOINT INSUREDS

THIS AGREEMENT made as of January 1, 2024 by and among RGIP, LP, a Delaware limited partnership (the “Partnership”), the entities listed as signatories below and each person or entity that becomes a party hereto pursuant to Section 2 ( collectively with the Partnership the “Insureds”).

WHEREAS, the Insureds are named insureds under a crime insurance policy issued by Continental Casualty 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 Partnership 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.

 

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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, LP 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.

 

Dated: April 9, 2024

 

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