The Insured, by acceptance of this bond, gives notice to
the Company canceling or terminating prior bond or policy numbers:
such cancellation or termination to be effective as of the time this bond becomes effective.
(If exercised in accordance with section VI. CONDITIONS, S. DISCOVERY PERIOD)
IVBB-16001-0116; IVBB-10001-0616;
IVBB-19004-0116; IVBB-19010-0116; IVBB-17022-0317; IVBB-18023-1217
Countersigned By
IN WITNESS WHEREOF, the Company has caused
this bond to be signed by its authorized officers.
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President, Bond & Specialty Insurance
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Corporate Secretary
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IVBB-15001 Ed. 01-16
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Page 3 of 3
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© 2016 The Travelers Indemnity Company. All rights reserved.
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Investment Company Bond
Table of Contents
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I
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CONSIDERATION CLAUSE
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3
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II.
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INSURING AGREEMENTS
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3
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A.
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FIDELITY
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3
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Coverage A.1. Larceny or Embezzlement
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3
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Coverage A.2. Restoration Expenses
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3
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B.
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ON PREMISES
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3
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C.
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IN TRANSIT
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4
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D.
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FORGERY OR ALTERATION
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4
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E.
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SECURITIES
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4
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F.
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COUNTERFEIT MONEY AND COUNTERFEIT MONEY ORDERS
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5
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G.
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CLAIM EXPENSE
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5
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H.
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STOP PAYMENT ORDERS OR WRONGFUL DISHONOR OF CHECKS
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5
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I.
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COMPUTER SYSTEMS
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6
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Coverage I.1. Computer Fraud
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6
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Coverage I.2. Fraudulent Instructions
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6
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Coverage I.3. Restoration Expenses
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6
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J.
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UNCOLLECTIBLE ITEMS OF DEPOSIT
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6
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III.
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GENERAL AGREEMENTS
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6
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A.
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ORGANIC GROWTH
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6
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B.
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CONSOLIDATION - MERGER - PURCHASE OR ACQUISITION OF ASSETS
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7
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C.
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REPRESENTATION OF INSURED
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7
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D.
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JOINT INSURED
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7
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E.
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COURT COSTS AND ATTORNEYS FEES - LEGAL PROCEEDINGS - ELECTION TO DEFEND
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8
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IV.
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DEFINITIONS
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8
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V.
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EXCLUSIONS
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16
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VI.
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CONDITIONS
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19
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A.
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ADDITIONAL COMPANIES INCLUDED AS INSURED
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19
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B.
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DISCOVERY
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19
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C.
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BOND PERIOD
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20
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D.
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SINGLE LOSS
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20
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E.
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SINGLE LOSS LIMIT OF INSURANCE
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20
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F.
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DEDUCTIBLE
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20
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G.
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NON-ACCUMULATION
OF LIMITS
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20
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H.
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NOTICE - PROOF OF LOSS - LEGAL PROCEEDINGS
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20
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IVBB-16001 Ed. 01-16
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Page 1 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
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I.
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VALUATION
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21
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J.
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ASSIGNMENT
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22
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K.
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SUBROGATION
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22
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L.
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RECOVERIES
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22
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M.
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COOPERATION
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23
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N.
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ANTI-BUNDLING
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23
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O.
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LIMIT OF INSURANCE UNDER THIS BOND AND PRIOR INSURANCE
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23
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P.
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OTHER INSURANCE OR INDEMNITY
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23
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Q.
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COVERED PROPERTY
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24
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R.
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CANCELATION, TERMINATION, CHANGE OR MODIFICATION
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24
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S.
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DISCOVERY PERIOD
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25
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T.
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HEADINGS
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25
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IVBB-16001 Ed. 01-16
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Page 2 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
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Investment Company Bond
with Extended Coverages
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IN CONSIDERATION
of the payment of an agreed premium and subject to the Declarations and pursuant to all the terms, conditions,
exclusions and limitations of this bond, the Company agrees to indemnify the Insured as set forth in ITEM 1 of the Declarations (herein called Insured) for:
Coverage A.1. Larceny or Embezzlement
Loss resulting directly from
Larceny or Embezzlement
committed by an
Employee
acting alone or in collusion with others.
Coverage A.2. Restoration Expenses
Restoration Expenses
incurred by the Insured and resulting directly from a
Computer Violation
by an
Employee
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1.
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Loss of
Property
resulting directly from:
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a.
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robbery, burglary, mysterious unexplainable disappearance or misplacement and damage or destruction; or
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b.
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theft, false pretenses, or common law or statutory larceny, committed by a person physically present in an office of, or on the premises of, the Insured at the time the
Property
was surrendered,
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while the
Property
is lodged or deposited within offices or premises located anywhere. The premises of a
Depository
will be deemed premises of the Insured, but solely as respects loss of
Certificated Securities
. Coverage for
Certificated Securities
held by such
Depository
is limited to the extent of the Insureds
interest therein as effected by the making of appropriate entries on the books and records of such
Depository
. The Company will not be liable under Insuring Agreement B for loss in connection with the central handling of securities within the
systems established and maintained by any
Depository
unless the amount of such loss exceeds the amount recoverable or recovered under any bond or policy or participants fund insuring the
Depository
against such loss.
This bond does not afford any coverage in favor of any
Depository
or exchange or any nominee in whose name is registered any security
included within the
Depositorys
systems.
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2.
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Direct loss, through any hazard specified in Insuring Agreement B.1. of any
Property
while such
Property
is within any of the Insureds or an
Investment Advisers
offices and in the
possession of any customer of the Insured, any representative of such customer or any
Employee
whether or not the Insured is liable for the loss thereof, and provided such loss, at the option of the Insured, is included in the Insureds
proof of loss, but excluding, in any event, loss caused by such customer, any representative of such customer, or any
Employee
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IVBB-16001 Ed. 01-16
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Page 3 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
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Loss of
Property
(occurring with or without negligence or violence)
resulting directly from robbery, larceny, theft, holdup, mysterious unexplainable disappearance, misplacement, being lost or otherwise made away with, damage thereto or destruction thereof, and loss of subscription, conversion, redemption or deposit
privileges through the misplacement or loss of
Property
, while the
Property
is in transit anywhere in the custody of any person or persons acting as
Messenger
, except while in the mail or with a carrier for hire other than an
armored motor vehicle company, for the purpose of transportation, such transit to begin immediately upon receipt of such
Property
by the transporting person or persons, and to end immediately upon delivery thereof at destination, but only
while the
Property
is being conveyed.
Loss resulting directly from the Insured having, in good faith,
paid or transferred any
Property
in reliance on any
Written, Original
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1.
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Negotiable Instrument
(except an
Evidence of Debt
);
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2.
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Certificate of Deposit
;
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6.
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receipt for the withdrawal of
Property
; or
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7.
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instruction or advice directed to the Insured or an
Investment Adviser
and purportedly signed by a
Customer
of the Insured or by a
Financial Institution
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which (a) bears a handwritten signature which is a
Forgery
; or (b) is altered, but only to the extent the
Forgery
or alteration causes the loss.
Actual physical possession of the items listed in 1. through 7. above by the Insured is a condition precedent to the Insureds having
relied on the items.
Loss resulting directly from the Insured having, in good faith, for its own
account or for the account of others:
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1.
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acquired, sold, delivered, or given value, extended credit or assumed liability, on the faith of any
Original Written
document that is a (an):
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a.
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Certificated Security
;
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c.
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deed, mortgage, or other instrument conveying title to, or creating or discharging a lien on, real property;
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d.
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Certificate of Origin or Title
;
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e.
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Certificate of Deposit
;
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g.
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corporate, partnership, or personal
Guarantee
;
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IVBB-16001 Ed. 01-16
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Page 4 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
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j.
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Statement of Uncertificated Security
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that
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(1)
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bears a handwritten signature material to the validity or enforceability of the
Original Written
document that is a
Forgery
, but only to the extent the
Forgery
causes the loss;
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(2)
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is altered, but only to the extent the alteration causes the loss; or
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2.
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guaranteed in writing or witnessed any handwritten signature upon any transfer, assignment, bill of sale, power of attorney,
Guarantee
, endorsement, or any items listed in items 1.a. through 1.i. above; or
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3.
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acquired, sold or delivered, given value, extended credit or assumed liability, on the faith of any item listed in 1.a. through 1.d. above, that is a
Counterfeit,
but only to the extent the
Counterfeit
causes the loss.
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Actual physical possession, and continued actual physical possession if taken as collateral, of the
items listed in 1.a. through 1.j. above by the Insured, an
Investment Adviser
, a
Custodian
, or a Federal or State chartered deposit institution of the Insured is a condition precedent to the Insureds having relied on the faith of
such items. Release or return of such collateral is an acknowledgment by the Insured that it no longer relies on such collateral.
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F.
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COUNTERFEIT MONEY AND COUNTERFEIT MONEY ORDERS
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Loss resulting directly from the
receipt by the Insured, in good faith, of any
Counterfeit Money
of the United States of America and its territories and possessions, Canada or any other country, or of
Counterfeit
money orders denominated in United States or Canadian
currency.
Reasonable expenses necessarily incurred and paid by the Insured in
preparing any covered claim for loss under any Insuring Agreement covered under this bond, which loss exceeds the Single Loss Deductible Amount applicable to such Insuring Agreement. Such expenses include costs incurred (including necessary wages of
Employees
) for that part of audits or examinations performed, whether or not required by State or Federal supervisory authorities and conducted either by such authorities or by independent accountants, by reason of the discovery of loss
sustained by the Insured.
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H.
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STOP PAYMENT ORDERS OR WRONGFUL DISHONOR OF CHECKS
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Damages that the Insured becomes
legally liable to pay its customers resulting directly from the Insured or an
Investment Adviser
having:
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1.
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failed to comply with any notice of any customer of the Insured or any authorized representative of such customer to stop payment on any check or draft made or drawn by such customer; or
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2.
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wrongfully dishonored or wrongfully failed to certify any check or draft made or drawn by the customer of the Insured or any authorized representative of such customer.
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Notwithstanding any other provision of this bond, damages under paragraph 2. above do not include the amount of any check or draft in
question, or any amounts paid to the payee, endorser, or accommodation party of such check or draft.
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IVBB-16001 Ed. 01-16
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Page 5 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
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Coverage I.1 Computer Fraud
Loss resulting directly from
Computer Fraud
.
Coverage I.2. Fraudulent Instructions
Loss resulting directly from the Insured or an
Investment Adviser
having, in good faith, caused a transfer of funds as a result of a
Fraudulent Instruction
when the Insured or an
Investment Adviser
, prior to causing the transfer of the funds, used its best efforts to verify the identity of the person transmitting the instruction; provided that if the instruction is
purported to be from a
Customer
, the Insured, or an
Investment Adviser
:
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a.
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performed a
Callback Verification
with respect to such instruction; or
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b.
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followed commercially reasonable
Security Procedures
applicable to the transaction and instruction.
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Such
Fraudulent Instruction
received and, if applicable,
Callback Verification
performed, must be either recorded, logged, or
documented by the Insured or an
Investment Adviser
.
Coverage I.3. Restoration Expenses
Restoration Expenses
incurred by the Insured or an
Investment Adviser
and resulting from a
Computer Violation
by someone
other than an
Employee
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J.
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UNCOLLECTIBLE ITEMS OF DEPOSIT
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Loss, including dividends and interest accrued not to
exceed 15% of the value of each
Item of Deposit
that is deposited, resulting directly from the Insured or
Investment Adviser
having credited an account of a customer, shareholder or subscriber on the faith of any
Items of Deposit
that prove to be uncollectible, provided that the crediting of such account causes:
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1.
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redemptions or withdrawals to be permitted;
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2.
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shares to be issued; or
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It is a condition precedent to coverage under this Insuring Agreement
that the Insured or
Investment Adviser
hold funds represented in
Items of Deposit
for the maximum number of days allowable under Regulation CC before permitting any redemptions or withdrawals, or issuing any shares or paying any
dividends with respect to such
Items of Deposit
.
Items of Deposit
will not be deemed to be uncollectible until the
Insureds or
Investment Advisers
standard collection procedures have failed.
This Insuring Agreement applies to
Insureds with exchange privileges if all funds in the exchange program are insured by the Company for
Uncollectible Items of Deposit
. Regardless of the number of transactions between funds, the maximum number of days allowable under
Regulation CC begins from the date a deposit was first credited to any fund in the exchange program.
If an Insured or
Investment Adviser
, while this bond is in
force, adds additional
Employees
other than by consolidation or merger with, or purchase or acquisition of the assets, assets under management or
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IVBB-16001 Ed. 01-16
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Page 6 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
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liabilities of, another institution, such
Employees
will automatically be covered
hereunder from the date of such addition without the requirement of notice to the Company or the payment of additional premium for the remainder of the Policy Period as set forth in ITEM 2 of the Declarations.
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B.
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CONSOLIDATION - MERGER - PURCHASE OR ACQUISITION OF ASSETS
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If the Insured or an
Investment Adviser
, while this bond is in force, consolidates or merges with, or purchases or acquires assets, assets under management or liabilities of, or purchases or acquires more than 50% voting stock ownership of another institution
(hereinafter referred to as a Transaction), coverage under this bond for loss which:
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1.
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has occurred or will occur in the offices or premises of such institution;
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2.
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has been caused or will be caused by any employee or employees of such institution; or
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3.
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has arisen or will arise out of the assets, assets under management or liabilities acquired by the Insured as a result of such Transaction,
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is provided as follows:
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a.
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Automatic Loss Sustained Coverage
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If a Transaction involves assets, assets under management
and liabilities in an amount that is more than 25% of the consolidated assets of all Insureds as of the most recent calendar
year-end
preceding the date of the Transaction, then coverage of this bond as
respects the Transaction will be afforded for a Single Loss that is both discovered and for which the acts giving rise to the loss occur in their entirety on or after the effective date of the Transaction. This coverage terminates 60 days after the
Transaction date, or the termination date of the bond, whichever comes earlier, unless the Insured provides notice to the Company and obtains the written consent of the Company to extend such coverage beyond said date and, upon obtaining such
consent, pays to the Company an additional premium, if required.
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b.
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Automatic Discovery Coverage
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If a Transaction involves assets, assets under management and
liabilities in an amount that is 25% or less of the consolidated assets of all Insureds as of the most recent calendar
year-end
preceding the date of the Transaction, then coverage of this bond as respects the
Transaction will be afforded for a Single Loss that is discovered on or after the effective date of the Transaction, for the remainder of the Policy Period as set forth in ITEM 2 of the Declarations, without additional premium being charged and
without notice to the Company of the Transaction.
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C.
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REPRESENTATION OF INSURED
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No statement made by or on behalf of the Insured, whether
contained in the application or otherwise, is deemed to be a warranty of anything except that it is true to the best of the knowledge and belief of the person making the statement.
This bond does not indemnify or hold harmless any Insured for loss
sustained by an
Investment Adviser
, or by a proprietorship, partnership or corporation that is owned, controlled or operated by such Insured, and not named as an Insured hereunder, except as may be provided on a limited basis within General
Agreement B., but this paragraph does not apply to loss sustained by a nominee organized by an Insured hereunder other than a holding company.
If two or more Insureds are covered under this bond, the first named Insured will act for all Insureds. Payment by the Company to the first
named Insured of loss sustained by any Insured fully releases the Company on account of such loss. If the first named Insured ceases to be covered under this bond, the Insured next named will thereafter be considered the first named Insured. In the
absence of an Insured
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IVBB-16001 Ed. 01-16
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Page 7 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
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being specifically next named, the Insured entity having the greatest consolidated assets of all remaining Insureds then becomes the first named Insured. Knowledge possessed or discovery made by
any Insured or
Investment Adviser
constitutes knowledge or discovery by all Insureds for all purposes of this bond. The liability of the Company for loss or losses sustained by all Insureds will not exceed the amount for which the Company
would have been liable had all such loss or losses been sustained by one Insured.
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E.
|
COURT COSTS AND ATTORNEYS FEES - LEGAL PROCEEDINGS - ELECTION TO DEFEND
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The
Company will indemnify the Insured against court costs and reasonable attorneys fees incurred and paid by the Insured in defending any suit or legal proceeding brought against the Insured to enforce the Insureds liability, or alleged
liability, on account of any loss, claim or damage that, if established against the Insured, would constitute a collectible loss under this bond in excess of any Single Loss Deductible Amount, provided, however, that with respect to Insuring
Agreement A this indemnity will apply only in the event that:
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1.
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an
Employee
admits to being guilty of
Larceny or Embezzlement
;
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2.
|
an
Employee
is adjudicated to be guilty of
Larceny or Embezzlement
; or
|
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3.
|
in the absence of 1. or 2. above, an arbitration panel agrees, after a review of an agreed statement of facts, that an
Employee
would be found guilty of
Larceny or Embezzlement
if such
Employee
were prosecuted.
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Such indemnity is in addition to the Single Loss Limit of Insurance for the applicable Insuring
Agreement or Coverage.
The Insured or an
Investment Adviser
must notify the Company promptly after notice thereof, of any such
suit or legal proceeding and at the request of the Company will furnish it with copies of all pleadings and other papers therein. At the Companys election the Insured will permit the Company to conduct the defense of such suit or legal
proceeding, in the Insureds name, through attorneys of the Companys selection. In such event, the Insured and
Investment Adviser
will give all reasonable information and assistance, other than pecuniary, that the Company deems
necessary to the defense of such suit or legal proceeding.
If the amount of the Insureds liability or alleged liability is greater
than the amount recoverable under this bond, or if a Single Loss Deductible Amount is applicable, or both, then the liability of the Company under this General Agreement E. is limited to the proportion of court costs and attorneys fees
incurred and paid by the Insured or by the Company that the amount recoverable under this bond bears to the total amount of the Insureds liability or alleged liability. Any amount not recoverable by reason of the Insureds liability or
alleged liability being greater than the amount recoverable under any insuring agreement of this bond, does not serve to reduce the Single Loss Deductible Amount applicable to such Insuring Agreement or Coverage.
If the Company pays court costs and attorneys fees in excess of its proportionate share of such costs and fees, the Insured will
promptly reimburse the Company for such excess.
As used in this bond:
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A.
|
Acceptance
means a
Written
draft that the drawee has, by signature thereon, engaged to honor as presented.
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B.
|
Bond Period
has the meaning set forth in section VI. CONDITIONS, C. BOND PERIOD.
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C.
|
Callback Verification
means a verbal conversation with the purported
Customer
, using a
Pre-Determined
Telephone Number
, to verify the identity
of the
Customer
and the authenticity of a funds transfer request.
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IVBB-16001 Ed. 01-16
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Page 8 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
D.
|
Certificate of Deposit
means a
Written
acknowledgment by an Insured or a
Financial Institution
of receipt of
Money
with an engagement to repay it.
|
|
E.
|
Certificate of Origin or Title
means a
Written
document issued by a manufacturer of personal property or a governmental agency evidencing the ownership of the personal property and by which
ownership is transferred.
|
|
F.
|
Certificated Security
means a share, participation or other interest in property of, or an enterprise of, the issuer or an obligation of the issuer, that is:
|
|
1.
|
represented by a
Written
instrument issued in bearer or registered form;
|
|
2.
|
of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment; and
|
|
3.
|
either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.
|
|
G.
|
Computer Fraud
means an intentional, unauthorized, and fraudulent entry of data or computer instructions directly into, or change of data or computer instructions within, a
Computer System
by
a natural person or entity other than an
Employee
, including any such entry or change made via the internet or a
Network
, provided that such entry or change causes:
|
|
1.
|
Property
to be transferred, paid, or delivered;
|
|
2.
|
an account of the Insured, or of its customer, to be added, deleted, debited or credited; or
|
|
3.
|
an unauthorized or fictitious account to be debited or credited.
|
|
H.
|
Computer System
means:
|
|
2.
|
any input, output, processing, storage or communication device, or any related network, operating system or application software, that is connected to, or used in connection with, such computer,
|
that is rented by, owned by, leased by, licensed to, or under the direct operational control of, the Insured or an
Investment Adviser
.
|
I.
|
Computer Violation
means:
|
|
1.
|
the introduction of a
Computer Virus
into a
Computer System
; or
|
|
2.
|
damage to, or destruction of, computer programs, software or other electronic data stored within a
Computer System
by a natural person, who has:
|
|
a.
|
gained unauthorized access to such
Computer System
; or
|
|
b.
|
authorized access to such
Computer System
but uses such access to cause such damage or destruction.
|
|
J.
|
Computer Virus
means any malicious code that could destroy, alter, contaminate, or degrade the integrity, quality, or performance of:
|
|
1.
|
electronic data used, or stored, in any
Computer System
or network; or
|
|
2.
|
a computer network, any computer application software, or a computer operating system or related network.
|
|
K.
|
Counterfeit
means a
Written
imitation of an actual, valid, or verifiable
Original
that is intended to deceive and to be taken as the
Original
.
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 9 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
L.
|
Custodian
means an institution designated by an Insured or an
Investment Adviser
to maintain possession and control of the Insureds assets.
|
|
M.
|
Customer
means, only with respect to Insuring Agreement I.2., an entity or natural person that has a
Funds Transfer Agreement
with the Insured or with an
Investment Adviser
.
|
|
N.
|
Depository
means a clearing corporation that is:
|
|
1.
|
registered with the Securities Exchange Commission as a clearing agency under section 17A of the Securities Exchange Act of 1934 (15 U.S.C.
78q-1);
or
|
|
2.
|
a Federal Reserve Bank or other person or entity authorized to operate the federal book entry system described in the regulations of the Department of Treasury codified at 31 CFR 357, Subpart B, or book-entry systems
operated pursuant to comparable regulations of other federal agencies.
|
|
O.
|
Document of Title
means a
Written
document that is a bill of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other
Written
document that in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers and must purport to be issued
by or addressed to a bailee and purport to cover goods in the bailees possession that are either identified or are fungible portions of an identified mass.
|
|
P.
|
Electronic Data Processor
means a natural person, partnership or corporation authorized in writing by the Insured or an
Investment Adviser
to perform services as a data processor of checks
presented to the Insured by a customer or
Financial Institution
, but excluding any such processor who acts as a transfer agent or in any other agency capacity in issuing checks, drafts or securities for the Insured, A Federal Reserve Bank or
clearinghouse will not be construed to be an
Electronic Data Processor
.
|
|
Q.
|
Electronic Record
means information that is created, generated, sent, communicated, received, or stored by electronic means, and is retrievable in perceivable form.
|
|
1.
|
an officer, partner or other employee of the Insured, while such person is employed by and performing services for the Insured, and whom the Insured directly compensates by wages, salaries or commissions; or for 60 days
after such individuals termination of service, provided such termination is not due to employee fraud or dishonesty;
|
|
2.
|
a guest student or intern pursuing studies or duties in any of the Insureds or an
Investment Advisers
offices or premises covered hereunder, while such person is performing services for the Insured;
|
|
3.
|
any attorney retained by the Insured or an
Investment Adviser
, and any employee of such attorney, but only while performing legal services for the Insured;
|
|
4.
|
any natural person assigned to perform the usual duties of an employee within the premises of the Insured or an
Investment Adviser
and under the Insureds supervision, by contract, including such persons
provided by any employment agency furnishing temporary personnel to the Insured or an
Investment Adviser
on a contingent or part-time basis, and including a natural person who is leased to the Insured or an
Investment Adviser
under a
written agreement between the Insured and a labor leasing firm to perform duties related to the conduct of the Insureds business; (all such natural persons provided by a single employment agency or labor leasing firm will collectively be
deemed to be one person for all the purposes of this bond, excepting, however, the last paragraph of Condition R.2.);
|
|
5.
|
an employee of an institution merged or consolidated with the Insured prior to the effective date of this bond, or, subject to General Agreement B., after the effective date of this bond, but only with respect to acts
while an employee of such institution and which acts caused said institution to sustain a loss that was not known to the Insured or to the institution at the time of the merger or consolidation;
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 10 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
6.
|
each natural person, partnership, or corporation authorized by the Insured or an
Investment Adviser
to perform services as an
Electronic Data Processor
(each such
Electronic Data Processor
, and the
partners, officers and employees of such
Electronic Data Processor
will collectively be deemed to be one
Employee
for all the purposes of this bond, except with respect to Condition R.2.);
|
|
7.
|
any director or trustee of an Insured,
Investment Adviser
, underwriter (distributor), transfer agent, shareholder accounting record keeper, or administrator authorized by
Written
agreement with the Insured
to keep financial 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;
|
|
8.
|
any natural person who is a volunteer, while such person is subject to the Insureds direction and control and is performing services for the Insured;
|
|
9.
|
any natural person who is a former employee retained as a consultant, pursuant to a written agreement with the Insured, while that person is subject to the Insureds direction and control and performing services
for the Insured; and
|
|
10.
|
any officer, partner, or employee of:
|
|
a.
|
an
Investment Adviser
;
|
|
b.
|
an underwriter (distributor);
|
|
c.
|
a transfer agent or shareholder accounting record-keeper; or
|
|
d.
|
an administrator authorized by written agreement to keep financial or other required records,
|
for an Insured but only while performing acts coming within the scope of the usual duties of an officer or employee of the Insured, 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 Insured, provided that only employees or partners of a transfer agent, shareholder accounting
record-keeper or administrator that is an affiliated person, as defined in the Investment Company Act of 1940, of an Insured or is an affiliated person of the
Investment Adviser
, underwriter or administrator of such Insured, and that is not a
bank, will be included within the definition of Employee.
Employee
also means any natural person described above while such person
is on medical, military, or other leave of absence. Coverage applies to any such
Employee
while on leave, regardless of whether such person remains subject to the Insureds direction and control during the time of leave.
Employee
does not mean any agent, broker, factor, commission merchant, consignee, independent contractor or representative or other
person of the same general character not specified above.
|
S.
|
Evidence of Debt
means a
Written
instrument, including a
Negotiable Instrument
, executed, or purportedly executed, by a customer of the Insured and held by the Insured or an
Investment Adviser
that in the regular course of business is treated as evidencing the customers debt to the Insured.
|
|
T.
|
Financial Institution
means:
|
|
1.
|
a bank, trust company, savings bank, credit union, savings and loan association, or similar thrift institution; or
|
|
2.
|
a stock brokerage firm, mutual fund, liquid assets fund or similar investment institution;
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 11 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
provided that
Financial Institution
does not include any such entity, institution or
organization that is an Insured or an
Investment Adviser
.
|
U.
|
Forgery
means signing the name of another person or organization with a handwritten signature directly applied to a
Written
document without authority, and with the intent to deceive.
|
A signature written on an electronic pad that captures the signature for purposes of creating an electronic digitized image
of a handwritten signature, or a reproduction of a handwritten signature, is treated the same as a handwritten signature. Any other form of electronic signature or digital signature is not treated the same as a handwritten signature.
Forgery
does not mean a signature that consists in whole or in part of ones own name signed with or without authority, in any
capacity, for any purpose.
|
V.
|
Fraudulent Instruction
means an intentional, fraudulent and unauthorized instruction directed to the Insured or an
Investment Adviser
, that is:
|
|
1.
|
transmitted via telefacsimile, and:
|
|
a.
|
purports and reasonably appears to be from a
Customer
, a
Financial Institution
, or another office of the Insured;
|
|
b.
|
was in fact transmitted by someone other than a
Customer
, a
Financial Institution
, or another office of the Insured; and
|
|
c.
|
purports and reasonably appears to contain the handwritten signature of a person authorized to initiate such transfer that proves to have been used by an unauthorized person; or
|
|
2.
|
transmitted verbally, via telephone, and purports to be from:
|
|
a.
|
an officer, director, partner or employee of a
Customer
, who is authorized by the
Customer
to instruct the Insured or an
Investment Adviser
to make such a transfer;
|
|
b.
|
a
Customer
who is a natural person; or
|
|
c.
|
an
Employee
in another office of the Insured who was authorized by the Insured to instruct other
Employees
to transfer funds on deposit in a
Customers
account; and was received by an
Employee
specifically designated to receive and act upon such instructions,
|
but was in fact transmitted by someone
other than a person described in paragraph V.2.; or
|
3.
|
transmitted via electronic mail and purports and reasonably appears to be from a
Customer
of the Insured, but was in fact transmitted by someone other than such
Customer
.
|
Fraudulent Instruction
does not include any instruction that purports to be from a
Customer
unless the instruction is
transmitted by a method that is authorized in the
Funds Transfer Agreement
between the Insured and the
Customer
.
|
W.
|
Funds Transfer Agreement
means an agreement, signed by the
Customer
, that:
|
|
a.
|
authorizes the Insured or an
Investment Adviser
to rely on instructions transmitted by either voice, telefacsimile or electronic mail to make funds transfers; and
|
|
b.
|
provides the Insured or an
Investment Adviser
with the names of persons authorized to initiate funds transfers.
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 12 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
X.
|
Guarantee
means a
Written
undertaking obligating the signer to pay the debt of another to the Insured or its assignee or to a
Financial Institution
from which the Insured has purchased
participation in the debt, if the debt is not paid in accordance with its terms.
|
|
Y.
|
Instruction
means a
Written
order to the issuer of an
Uncertificated Security
requesting that the transfer, pledge, or release from pledge of the
Uncertificated Security
specified be registered.
|
|
Z.
|
Investment Adviser
means any entity defined in §202(a)(11) of, and registered under, the Investment Advisers Act of 1940, as amended, but only while acting on behalf of the Insured.
|
|
AA.
|
Item of Deposit
means any checks or drafts deposited into the account of a customer, shareholder or subscriber.
|
|
BB.
|
Larceny or Embezzlement
means larceny or embezzlement as defined in the Investment Company Act of 1940, §37 as amended.
|
|
CC.
|
Letter of Credit
means an engagement in writing by a
Financial Institution
or other person made at the request of a customer that the
Financial Institution
or other person will honor
drafts or other demands for payment upon compliance with the conditions specified in the
Letter of Credit
.
|
|
DD.
|
Loan
means all extensions of credit by the Insured and all transactions creating a creditor relationship in favor of the Insured and all transactions by which the Insured assumes an existing
creditor relationship.
|
|
EE.
|
Messenger
means an
Employee
while in possession of the Insureds
Property
away from the Insureds or
Investment Advisers
premises and any other natural person
acting as custodian of the
Property
during an emergency arising from the incapacity of the original
Employee
.
|
|
FF.
|
Money
means a medium of exchange in current use authorized or adopted by a domestic or foreign government as a part of its currency.
|
|
GG.
|
Negotiable Instrument
means a
Written
document, that:
|
|
1.
|
is signed by the maker or drawer;
|
|
2.
|
contains an unconditional promise or order to pay a sum certain in
Money
and no other promise, order, obligation or power given by the maker or drawer;
|
|
3.
|
is payable on demand or at a definite time; and
|
|
4.
|
is payable to order or bearer.
|
Negotiable Instrument
also means a counterfeit check or
Substitute Check
.
|
HH.
|
Network
means any and all services provided by or through the facilities of any electronic or computer communication system, including Fedwire, Clearing House Interbank Payment System (CHIPS),
Society for Worldwide Interbank Financial Telecommunication (SWIFT), National Automated Clearing House Association (NACHA) and similar interbank payment or settlement systems, including any shared networks, internet access facilities, or other
similar facilities for such systems in which the Insured participates, allowing the input, output, examination, or transfer of data or programs from one computer to a
Computer System
.
|
|
II.
|
Original
means the first rendering or archetype and does not include photocopies or electronic transmissions even if received and printed.
|
|
JJ.
|
Pre-Determined
Telephone Number
means a telephone number that:
|
|
1.
|
was provided by the
Customer
when the
Customer
opened the account with the Insured or an
Investment Adviser
;
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 13 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
2.
|
was provided in person by the
Customer
after the
Customer
opened the account with the Insured or an
Investment Adviser
, while physically present on the Insureds or
Investment Advisers
premises and while presenting a government-issued photo identification;
|
|
3.
|
was provided in a
Funds Transfer Agreement
;
|
|
4.
|
replaced a telephone number previously provided for the
Customers
account, provided that confirmation of the legitimacy of the change was achieved through direct contact with the
Customer
at a
telephone number described in paragraph JJ.1., JJ.2. or JJ.3. above; or
|
|
5.
|
replaced a telephone number previously provided for the
Customers
account and was received by the Insured or the
Investment Adviser
at least 30 days prior to the receipt of the
Fraudulent
Instruction
.
|
|
KK.
|
Property
means
Money, Certificated Securities, Uncertificated Securities, Negotiable Instruments
,
Certificates
of
Deposit
,
Documents
of
Title
,
Acceptances
,
Evidences of Debt
,
Security Agreements
,
Withdrawal Orders
,
Certificates of Origin or Title
,
Letters of Credit
, insurance policies, abstracts of title, deeds and
mortgages on real estate, revenue and other stamps, tokens, unsold state lottery tickets, books of account and other records whether
Written
or recorded electronically, gems, jewelry, precious metals of all kinds and in any form, and tangible
items of personal property that are not hereinbefore enumerated.
|
|
LL.
|
Restoration Expenses
means reasonable costs incurred by the Insured or an
Investment Adviser
, with the Companys prior written consent, to restore, replace or reproduce damaged or
destroyed computer programs, software or other electronic data stored within a
Computer System
, or that the Insured owns, holds or is responsible for, to the condition that existed immediately preceding a
Computer Violation
; provided
that if it is determined by the Insured or
Investment Adviser
that such computer programs, software or other electronic data cannot reasonably be restored, replaced or reproduced, then
Restoration Expenses
means only the reasonable
costs incurred by the Insured or an
Investment Adviser
, with the Companys prior written consent, to reach such determination.
|
Restoration Expenses
do not include:
|
1.
|
expenses incurred as a result of the reconstruction of computer programs, software, or other electronic data that the Insured did not have a license to use;
|
|
2.
|
expenses incurred to restore, replace, or reproduce damaged or destroyed computer programs, software or other electronic data if such damage or destruction was caused by computer programs, software, or other electronic
data that the Insured did not have a license to use;
|
|
3.
|
expenses incurred to design, update, improve, or perfect the operation or performance of computer programs, software, or other electronic data; or
|
|
4.
|
expenses incurred to redo the work product, research, or analysis that was the basis of, or resulted in, any computer programs, software, or other electronic data stored.
|
|
MM.
|
Security Agreement
means a
Written
agreement that creates an interest in personal property or fixtures and that secures payment or performance of an obligation.
|
|
NN.
|
Security Procedure
means the Insureds or
Investment Advisers
established authentication process, other than voice recognition, that requires the use of algorithms or other codes,
identifying words or numbers, encryption, or similar security devices or procedures. The following are not considered a
Security Procedure
:
|
|
1.
|
a general statement that the Insured or
Investment Adviser
may establish security procedures;
|
|
2.
|
a statement that the Insured or
Investment Adviser
may perform a callback or other security procedure; or
|
|
3.
|
a statement that the Insured or
Investment Adviser
will only accept requests from persons named on the account.
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 14 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
OO.
|
Single Loss
has the meaning set forth in section VI. CONDITIONS, D. SINGLE LOSS.
|
|
PP.
|
Statement of Uncertificated Security
means a
Written
statement of the issuer of an
Uncertificated Security
containing:
|
|
1.
|
a description of the issue of which the
Uncertificated Security
is a part;
|
|
2.
|
the number of shares or units:
|
|
a.
|
transferred to the registered owner;
|
|
b.
|
pledged by the registered owner to the registered pledgee;
|
|
c.
|
released from pledge by the registered pledgee;
|
|
d.
|
registered in the name of the registered owner on the date of the statement; or e. subject to pledge on the date of the statement;
|
|
3.
|
the name and address of the registered owner and registered pledgee;
|
|
4.
|
a notation of any liens and restrictions of the issuer and any adverse claims to which the
Uncertificated Security
is or may be subject to, or a statement that there are none of those liens, restrictions or
adverse claims; and
|
|
a.
|
the transfer of the shares or units to the new registered owner of the shares or units was registered;
|
|
b.
|
the pledge of the registered pledgee was registered; or
|
|
c.
|
of the statement, if it is a periodic or annual statement.
|
|
QQ.
|
S
ubstitute Check
means a paper reproduction of an
Original Written
check as defined in the Check Clearing for the 21
st
Century Act
of 2003, as amended.
|
|
RR.
|
Transportation Company
means any organization that provides its own or leased vehicles for transportation or that provides freight forwarding or air express services.
|
|
SS.
|
Uncertificated Security
means a share, participation or other interest in property of, or an enterprise of, the issuer or an obligation of the issuer, that is:
|
|
1.
|
not represented by a
Written
instrument issued in bearer or registered form and the transfer of which is registered upon books maintained for that purpose by or on behalf of the issuer;
|
|
2.
|
of a type commonly dealt in on securities exchanges or markets, or commonly recognized in any area in which it is issued or dealt in as a medium for investment; and
|
|
3.
|
either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.
|
|
TT.
|
Withdrawal Order
means a
non-negotiable
Written
instrument, other than an
Instruction
, signed by a customer of the Insured authorizing the
Insured to debit the customers account in the amount of funds stated therein.
|
|
UU.
|
Written
means expressed through letters or marks placed upon paper and visible to the eye. It does not include information contained in an
Electronic Record
, or only with respect to Insuring
Agreement D, information communicated via telefacsimile.
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 15 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
A.
|
This bond does not cover loss resulting directly or indirectly from forgery or alteration, except when covered under Insuring Agreement A, D, E, F or G.
|
|
B.
|
This bond does not cover loss due to war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, confiscation,
nationalization, requisition, or destruction of, or damage to, property by or under the order of any government, public or local authority, unless such loss occurs in transit in the circumstances recited in Insuring Agreement C and unless, when such
transit was initiated, there was no knowledge of such act or condition related to any of the foregoing on the part of any person acting for the Insured in initiating such transit.
|
|
C.
|
This bond does not cover loss resulting directly or indirectly from nuclear reaction, nuclear radiation, radioactive contamination, biological, or chemical contamination or to any related act or incident.
|
|
D.
|
This bond does not cover 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.
|
|
E.
|
This bond does not cover loss resulting directly or indirectly from the complete or partial
non-payment
of, or default upon, any
Loan
or transaction involving the
Insured as a lender or borrower, or extension of credit, including the purchase, discounting or other acquisition of false or genuine accounts, invoices, notes, agreements or
Evidences of Debt
, whether such
Loan
, transaction or
extension was procured in good faith or through trick, artifice, fraud, or false pretenses, except when covered under Insuring Agreement A or E.
|
|
F.
|
This bond does not cover loss caused by an
Employee
, except:
|
|
1.
|
when covered under Insuring Agreement A.; or
|
|
2.
|
when covered under Insuring Agreement B. or C. and resulting directly from mysterious unexplainable disappearance or misplacement, or unintentional destruction of or damage to
Property
.
|
|
G.
|
This bond does not cover loss resulting directly or indirectly from the use or purported use of credit, debit, charge, access, convenience, identification cash management or other cards:
|
|
1.
|
in obtaining credit or funds;
|
|
2.
|
in gaining access to any automated teller machine; or
|
|
3.
|
in gaining access to any point of sale terminal, customer-bank communication terminal, or similar electronic terminal of any electronic funds transfer system,
|
whether such cards were issued, or purport to have been issued, by the Insured or by anyone other than the Insured, except when covered under
Insuring Agreement A.
|
H.
|
This bond does not cover loss through the surrender of
Property
away from an office of the Insured or an
Investment Adviser
as a result of a threat:
|
|
1.
|
to do bodily harm to any person, except loss of
Property
in transit in the custody of a
Messenger
provided that when such transit was initiated there was no knowledge by the Insured of any such threat; or
|
|
2.
|
to do damage to the premises or property of the Insured,
|
|
|
|
|
IVBB-16001 Ed. 01-16
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Page 16 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
except when covered under Insuring Agreement A.
|
I.
|
This bond does not cover loss resulting directly or indirectly from payments made or withdrawals from a customers account involving erroneous credits to such account, unless such payments or withdrawals are
physically received by such depositor or representative of such depositor who is within the office of the Insured or an
Investment Adviser
at the time of such payment or withdrawal, or except when covered under Insuring Agreement A.
|
|
J.
|
This bond does not cover loss resulting directly or indirectly from payments made or withdrawals from a customers account involving items of deposit that are not finally paid for any reason, including
forgery or any other fraud, except when covered under Insuring Agreement A or J, however, this exclusion does not apply to United States Government checks or drafts that are returned to the Insured by the United States Government for any reason
after the funds for said checks or drafts have been remitted to the Insured or credited to the Insureds account.
|
|
K.
|
This bond does not cover loss resulting directly or indirectly from counterfeiting, except when covered under Insuring Agreement A, D, but only as respects
Negotiable Instruments
(except
Evidences of
Debt
or
Substitute Checks
), E or F.
|
|
L.
|
This bond does not cover loss of
Property
while:
|
|
2.
|
in the custody of any
Transportation Company
, unless covered under Insuring Agreement C provided however that
non-negotiable
instruments while in the possession and custody
of any
Transportation Company
will be deemed to be covered under Insuring Agreement C; or
|
|
3.
|
located on the premises of any
Transportation Company
,
|
except when covered under
Insuring Agreement A.
|
M.
|
This bond does not cover potential income, including interest and dividends not realized by the Insured.
|
|
N.
|
This bond does not cover damages of any type for which the Insured is legally liable, except direct compensatory damages, but not multiples thereof, arising directly from a loss covered under this bond.
|
|
O.
|
This bond does not cover any fees, costs, or other expenses incurred by the Insured in establishing the existence of or amount of loss covered under this bond except when covered under Insuring Agreement G.
|
|
P.
|
This bond does not cover indirect or consequential loss of any nature.
|
|
Q.
|
This bond does not cover loss resulting from any violation by the Insured or by any
Employee
:
|
|
1.
|
of law regulating: (i) the issuance, purchase or sale of securities; (ii) securities transactions upon security exchanges or over the counter market; (iii) investment companies; or (iv) investment
advisers; or
|
|
2.
|
of any rule or regulation made pursuant to any such law,
|
unless it is established by the
Insured that the act or acts that caused said loss involved fraudulent or dishonest conduct that would have caused a covered loss to the Insured in a similar amount in the absence of such laws, rules or regulations.
|
R.
|
This bond does not cover loss resulting directly or indirectly from the failure of a financial or depository institution, or its receiver or liquidator, to pay or deliver, on demand of the Insured or an
Investment Adviser
, funds or
Property
of the Insured held by it in any capacity, except when covered under Insuring Agreement A or B.1.a.
|
|
S.
|
This bond does not cover 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, E
or I.
|
|
|
|
|
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|
Page 17 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
T.
|
This bond does not cover under Insuring Agreement I, in addition to all of the other exclusions, loss:
|
|
1.
|
resulting directly or indirectly from entries or changes made by an individual authorized to have access to a
Computer System
, who acts in good faith on instructions or advices received by telegraph, teletype,
human voice over a telephone, or by any other means, unless such instructions or advices are given to that individual by a software contractor (or by a partner, officer or employee thereof) authorized by the Insured or an
Investment Adviser
to design, develop, prepare, supply, service, write, or implement programs for the
Computer System
, except when covered under Insuring Agreement I.2.;
|
|
2.
|
caused by an employee or director of an automated clearing house (including a Federal Reserve Bank), service bureau, electronic communications systems (including Fedwire, CHIPS and SWIFT) or merchants who have
contracted with the Insured to perform electronic funds transfer services; or
|
|
3.
|
resulting directly or indirectly from entries or changes made by an
Employee
acting in good faith on any electronic communication, unless such instructions are purportedly sent by a customer,
Financial
Institution
, or automated clearing house, except when covered under Insuring Agreement I.2.
|
|
U.
|
This bond does not cover loss resulting directly or indirectly from
Computer Fraud
or mechanical breakdown or failure to function properly of any
Computer System
, except when covered under Insuring
Agreement A, B, or I.
|
|
V.
|
This bond does not cover under Insuring Agreement I.2., in addition to all of the other exclusions, loss resulting directly or indirectly from the Insureds or an
Investment Advisers
assumption
of liability by contract unless the liability arises from a loss covered by Insuring Agreement I.2. and would be imposed on the Insured regardless of the existence of the contract.
|
|
W.
|
This bond does not cover loss resulting directly or indirectly from theft, disappearance, destruction, or disclosure of intangible property or confidential information, including trade secrets, customer lists,
customers intellectual property, confidential processing methods, formulas, patents, computer programs, negatives, drawings, manuscripts, prints and other records of a similar nature, whether such confidential information is owned by the
Insured or an
Investment Adviser
or held by the Insured or
Investment Adviser
in any capacity including concurrently with another person.
|
|
X.
|
This bond does not cover expenses arising from a data security breach or incident, including forensic audit expenses, fines, penalties, expenses to comply with federal and state laws, payment card industry data
security standards (if applicable), or expenses related to notifying affected individuals when the affected individuals personally identifiable customer, financial or medical information was stolen, accessed, downloaded, or misappropriated
while in the Insureds care, custody, or control.
|
|
Y.
|
This bond does not cover under Insuring Agreement A.1., in addition to all of the other exclusions, loss resulting directly or indirectly from the alleged or actual destruction of
Property
by an
Employee
.
|
|
Z.
|
This bond does not cover loss, costs, or expenses the Insured or an
Investment Adviser
agrees to incur, or incurs on behalf of another person or entity, when the Insured is not legally obligated to incur
such loss, costs, or expenses under the Uniform Commercial Code or any other common, case, or tort law, statute, rule, or code anywhere in the world, including any rule or code of any clearing or similar organization; except when covered under
Insuring Agreement I.2.
|
|
AA.
|
This bond does not cover loss resulting directly or indirectly from the dishonest or fraudulent acts of an
Employee
as to whom the bond has terminated pursuant to Condition R. Cancelation, Termination,
Change or Modification, provided, however, that this exclusion does not apply to loss of any
Property
already in transit in the custody of such
Employee
at the time the bond terminated or to loss resulting directly from dishonest or
fraudulent acts occurring prior to the time the bond terminated.
|
|
BB.
|
This bond does not cover loss resulting from the unauthorized online
Network
,
Computer System
or internet access to a customer account maintained by the Insured, through the use of fraudulently
obtained customer login, identification, password, or authentication information, except where such information has been obtained directly from unauthorized fraudulent access to a secure file containing such information on a
Computer System
,
except when covered under Insuring Agreement I.2.
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 18 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
CC.
|
This bond does not cover damages resulting from any civil, criminal, or other legal proceeding in which the Insured or
Investment Adviser
is adjudicated to have engaged in racketeering activity, except
when the Insured establishes that the act or acts giving rise to such damages were committed by an
Employee
under circumstances that result directly in a loss to the Insured covered by Insuring Agreement A. For purposes of this exclusion,
racketeering activity is defined in 18 U.S.C. 1961 et seq., as amended.
|
|
DD.
|
This bond does not cover any loss resulting directly or indirectly from a
Fraudulent Instruction
except when covered under Insuring Agreement I.2.
|
|
EE.
|
This bond does not cover loss or expenses due to liability imposed upon the Insured as a result of the unlawful disclosure of
non-public
information by the Insured, an
Investment Adviser
, or any
Employee
, or as a result of any
Employee
acting upon such information, whether or not authorized.
|
|
FF.
|
This bond does not cover loss resulting directly or indirectly from the input of an
Electronic Record
into a
Computer System
, either on the premises of a customer of the Insured or under the control
of such a customer, by a customer or other person who had authorized access to the customers authentication mechanism.
|
|
A.
|
ADDITIONAL COMPANIES INCLUDED AS INSURED
|
If more than one corporation,
co-partnership,
or person, or any combination of them are included as the Insured herein:
|
1.
|
the total liability of the Company for loss or losses sustained by any one or more or all of them will not exceed the limit for which the Company would be liable hereunder if all such loss were sustained by any one of
them;
|
|
2.
|
the Insured first named will be deemed authorized to make, adjust and receive and enforce payment of all claims under the bond and will be deemed to be the agent of the others for such purposes and for the giving or
receiving of any notice required or permitted to be given by the terms of this bond, provided however that the Company will furnish each named Insured with a copy of the bond and with any amendment to the bond, together with a copy of each formal
filing of claim by any Insured and notification of the terms of any settlement of a claim prior to the execution of such settlement;
|
|
3.
|
the Company will not be responsible for the proper application of any payment made hereunder to the first named Insured; and
|
|
4.
|
knowledge possessed or discovery made by any partner, officer or supervisory
Employee
of any Insured will for the purposes of Condition B., Condition H. or Condition R. of this bond constitute knowledge or
discovery by all the Insureds.
|
This bond applies to loss discovered by the Insured during the
Bond
Period
. Discovery occurs when an officer or director of the Insured or of an
Investment Adviser
first becomes aware of facts that would cause a reasonable person to assume that a loss of a type covered by this bond has been or will be
incurred, regardless of when the act or acts causing or contributing to such loss occurred, even though the exact amount or details of loss may not then be known.
Discovery also occurs when an officer or director of the Insured or an
Investment Adviser
receives notice of an actual or potential
claim in which it is alleged that the Insured is liable to a third party under circumstances that, if true, would constitute a loss under this bond.
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 19 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
Bond Period
means the period of one year following the inception
date of this bond or any annual anniversary thereof, or if the time between the inception or annual anniversary date and the expiration date of this bond is less than one year, then such lesser period.
Single Loss
means all covered loss, including court costs and
attorneys fees incurred by the Company under General Agreement E., resulting from:
|
1.
|
any one act or series of related acts of burglary, robbery, or attempt thereat, in which no
Employee
is implicated;
|
|
2.
|
any one act or series of related unintentional or negligent acts or omissions on the part of any person (whether an
Employee
or not) resulting in damage to or destruction or misplacement of
Property
;
|
|
3.
|
all acts or omissions other than those specified in 1. and 2. above, caused by any person (whether an
Employee
or not) or in which such person is implicated; or
|
|
4.
|
any one casualty or event not specified in 1., 2., or 3. above.
|
|
E.
|
SINGLE LOSS LIMIT OF INSURANCE
|
The Companys liability for each
Single
Loss
will not exceed the applicable Single Loss Limit of Insurance set forth in ITEM 4 of the Declarations. If a
Single Loss
is covered under more than one Insuring Agreement or Coverage, the Single Loss Limit of Insurance for each
applicable Insuring Agreement or Coverage will apply separately to that part of the loss covered under such Insuring Agreement or Coverage, provided that the maximum payable for such
Single Loss
will not exceed the largest applicable Single
Loss Limit of Insurance.
The Company is liable hereunder only for the amount by which any
Single
Loss
exceeds the Single Loss Deductible Amount for the Insuring Agreement or Coverage applicable to such loss, subject to the applicable Single Loss Limit of Insurance.
If a
Single Loss
is covered under more than one Coverage within an Insuring Agreement, the Single Loss Deductible Amount set forth in
ITEM 4 of the Declarations for each applicable Coverage will apply separately to the part of such
Single Loss
covered under such Coverage, however the sum of such Single Loss Deductible Amounts for such
Single Loss
will not exceed the
highest applicable Single Loss Deductible Amount for any such Coverage.
The Insured will, in the time and in the manner prescribed in
this bond, give the Company notice of any loss of the kind covered by the terms of this bond that exceeds 25% of the Single Loss Deductible Amount applicable to such loss, whether or not the Company is liable therefor, and upon the request of the
Company will file with it a brief statement giving the particulars concerning such loss.
|
G.
|
NON-ACCUMULATION
OF LIMITS
|
The Single Loss
Limit of Insurance of the Company is not cumulative in amount from
Bond Period
to
Bond Period
, regardless of the number of years this bond is in force, the number of times this bond may be renewed or replaced, or the number of premiums
that are payable or paid.
|
H.
|
NOTICE - PROOF OF LOSS - LEGAL PROCEEDINGS
|
|
1.
|
At the earliest practicable moment not to exceed 90 days after discovery of loss, the Insured or
Investment Adviser
must give the Company notice thereof.
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 20 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
2.
|
Within six months after such discovery, the Insured or
Investment Adviser
must furnish to the Company proof of loss, duly sworn to, with full particulars.
|
|
3.
|
Lost
Certificated Securities
listed in a proof of loss will be identified by certificate or bond numbers if such securities were issued therewith.
|
|
4.
|
Legal proceedings for the recovery of any loss hereunder will not be brought prior to the expiration of 60 days after the original proof of loss is filed with the Company or after the expiration of 24 months from the
discovery of such loss, except that any action or proceeding to recover hereunder on account of any judgment against the Insured in any suit mentioned in General Agreement E., or to recover attorneys fees paid in any such suit, will be brought
within 24 months from the date upon which the judgment and such suit will become final.
|
|
5.
|
If any limitation embodied in this bond is prohibited by any law controlling the construction hereof, such limitation will be deemed to be amended so as to equal the minimum period of limitation provided by such law.
|
|
6.
|
This bond is for the use and benefit only of the Insured, and the Company will not be liable hereunder for loss sustained by anyone other than the Insured. No suit, action or legal proceedings will be brought hereunder
by anyone other than the Insured.
|
Any loss of
Money
, or loss payable in
Money
, will be paid, at the option
of the Insured, in the
Money
of the country in which the loss was sustained or in the U.S. dollar equivalent thereof determined at the rate of exchange at the time of payment of such loss.
The Company will settle in kind its liability under this bond on account of a loss
of any securities or, at the option of the Insured, will pay to the Insured the cost of replacing such securities, determined by their highest quoted market value at any time between the business day next preceding the discovery of the loss and the
day that the loss is settled. In case of a loss of subscription, conversion or redemption privileges through the misplacement or loss of securities, the amount of such loss will be the value of such privileges immediately preceding the expiration
thereof. If such securities cannot be replaced or have no quoted market value, or if such privileges have no quoted market value, their value will be determined by agreement or, at the option of the Insured, arbitration.
If the applicable coverage of this bond is subject to a Single Loss Deductible Amount or is not sufficient in amount to indemnify the Insured
in full for the loss of securities for which claim is made hereunder, the liability of the Company under this bond is limited to the payment for, or the duplication of, so much of such securities as has a value equal to the amount of such applicable
coverage.
If, at the instance of the Company, the Insured or any customer of the Insured becomes principal upon any bonds, or gives any
undertakings, required as a prerequisite to the reissuing or duplicating of any securities for the loss of which the Company is liable under this bond, the Company will become surety upon such bonds or undertakings without premium charge and will
indemnify the Insured or such customer against any loss that the Insured or such customer may sustain by reason of having become principal upon any such bonds or having given any such undertakings. The amount of indemnity under this paragraph will
not exceed the amount stated in ITEM 4 of the Declarations for the applicable Insuring Agreement.
|
3.
|
Books of Account and Other Records
|
In case of loss of, or damage to, any books of account or
other records used by the Insured in its business, the Company will be liable under this bond only if such books or records are actually reproduced and then for not more than the cost of the blank books, blank pages or other materials plus the cost
of labor for the actual transcription or copying of data that have been furnished by the Insured in order to reproduce such books and other records.
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 21 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
4.
|
Property other than Money, Securities, Books of Account or Other Records
|
In case of loss of,
or damage to, any
Property
other than
Money
, securities, books of account or other records, except damage covered under Insuring Agreement B.2. or B.3., the Company will not be liable for more than the actual cash value of such
Property
. The Company may, at its election, pay the actual cash value of, repair or replace such
Property
.
With respect to
damage of
Property
covered under Insuring Agreement B.2., the Company will be liable for the full cost of repair or replacement of such
Property
, without deduction for depreciation.
Disagreement between the Company and the Insured as to the cash value, replacement value or as to the adequacy of repair or replacement will
be resolved by agreement or, at the option of the Insured, arbitration.
In the event of payment under this bond, the Insured or
Investment
Adviser
will deliver, if so requested by the Company, an assignment of such of the Insureds rights, title and interest and causes of action as it has against any person or entity to the extent of the loss payment.
In the event of payment under this bond, the Company will be subrogated to
all of the Insureds rights of recovery therefor against any person or entity to the extent of such payment. If the rules of a
Depository
provide that the Insured will be assessed for a portion of any judgment (or agreed settlement)
taken by the Company based upon the assignment set forth in Condition J. above and the Insured actually pays such assessment, the Company will reimburse the Insured for the amount of the assessment. However, such reimbursement will not exceed the
amount of the loss payment by the Company.
|
1.
|
All recoveries, whether effected by the Company or by the Insured will be applied, after first deducting the costs and expenses incurred in obtaining such recovery, in the following order of priority:
|
|
a.
|
first, to the Insured to reimburse the Insured for loss sustained that would have been paid under this bond but for the fact that such loss is in excess of the Single Loss Limit of Insurance, provided however, such loss
does not include claim expense payments made by the Insured in excess of the Single Loss Limit of Insurance of Insuring Agreement G and such payments will not be deemed excess for purposes of establishing order of priority;
|
|
b.
|
second, to the Company in satisfaction of amounts paid or to be paid to the Insured in settlement of the Insureds claim;
|
|
c.
|
third, to the Insured in satisfaction of any Single Loss Deductible Amount; and
|
|
d.
|
fourth, to the Insured in satisfaction of any loss not covered under this bond.
|
|
2.
|
Recovery on account of loss of securities as set forth in Condition I.2., or recovery from reinsurance or indemnity of the Company, will not be deemed a recovery as used herein.
|
In determining the amount of any loss covered under this bond, all
Money
received by the Insured from any source whatsoever in
connection with any matter from which a loss has arisen, including payments and receipts of principal, interest, dividends, commission, and the like, received prior to a loss settlement under this bond, will be deducted from the amount actually paid
out, advanced, withdrawn, taken or otherwise lost or stolen. The value of all property received by the Insured from any source whatever and whenever received, in connection with any matter from which a loss has arisen, will be valued as of the date
received and will likewise be deducted from the claimed loss.
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 22 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
Upon the Companys request, and at reasonable times and places
designated by the Company, the Insured will:
|
1.
|
submit to examination by the Company and subscribe to the same under oath;
|
|
2.
|
produce for the Companys examination all pertinent records; and
|
|
3.
|
cooperate with the Company in all matters pertaining to the loss.
|
The Insured will execute
all papers and render assistance to secure to the Company the rights and causes of action provided for herein.
The Insured will do
nothing after discovery of loss to prejudice such rights or causes of action and must do everything reasonably necessary to secure those rights and causes of action.
If any Insuring Agreement requires that an enumerated type of document
be altered or
Counterfeit
, or contain a signature that is a
Forgery
, or that it be obtained through trick, artifice, fraud or false pretenses, the alteration,
Counterfeit
, or signature must be on or of the enumerated document
itself, not on or of some other document submitted with, accompanying, or incorporated by reference into, the enumerated document.
|
O.
|
LIMIT OF INSURANCE UNDER THIS BOND AND PRIOR INSURANCE
|
With respect to any
Single
Loss
that is recoverable or recovered in whole or in part under any other bonds or policies issued by the Company to the Insured or to any predecessor in interest of the Insured and canceled or terminated or allowed to expire and in which the
period for discovery has not expired at the time any such loss thereunder is discovered, the total liability of the Company under this bond and under such other bonds or policies will not exceed, in the aggregate, the amount carried hereunder on
such loss or the amount available to the Insured under such other bonds or policies, as limited by the terms and conditions thereof, for any such loss if the latter amount be the larger.
If the coverage of this bond supersedes in whole or in part the coverage of any other bond or policy of insurance issued by an insurer other
than the Company and canceled, terminated or allowed to expire, the Company, with respect to any loss sustained prior to such cancelation, termination or expiration and discovered within the period permitted under such other bond or policy for the
discovery of loss thereunder, will be liable under this bond only for that part of such loss covered by this bond as is in excess of the amount recoverable or recovered on account of such loss under such other bond or policy, anything to the
contrary in such other bond or policy notwithstanding.
|
P.
|
OTHER INSURANCE OR INDEMNITY
|
Coverage afforded hereunder applies only as excess over
any valid and collectible insurance or indemnity obtained by:
|
2.
|
anyone other than the Insured;
|
|
3.
|
a
Transportation Company
;
|
|
4.
|
another entity on whose premises the loss occurred or that employed the person causing the loss; or
|
|
5.
|
the messenger conveying the
Property
involved.
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 23 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
This bond applies to loss of
Property
:
|
1.
|
that is owned by the Insured;
|
|
2.
|
that is held by the Insured in any capacity; or
|
|
3.
|
for which the Insured is responsible,
|
prior to or at the time of the occurrence of the loss.
This bond is for the sole use and benefit of the Insured.
|
R.
|
CANCELATION, TERMINATION, CHANGE, OR MODIFICATION
|
|
a.
|
This bond is canceled in its entirety immediately upon receipt by the Company of a
Written
notice from the Insured or an
Investment Adviser
of its desire to cancel this bond, provided the Insured or
Investment Adviser
has provided at least 60 days advance
Written
notice to the U.S. Securities and Exchange Commission (SEC). The Company will notify all other Insureds of the receipt of such a cancelation request from the
Insured or
Investment Adviser
, however the cancelation will not be effective until 60 days after receipt of
Written
notice by all other Insureds.
|
|
b.
|
This bond is canceled in its entirety 60 days after the receipt by each Insured and the SEC, of a
Written
notice from the Company of its desire to cancel this bond.
|
|
c.
|
Coverage is canceled as to any
Employee
, or as to any partner, officer, or employee of any
Electronic Data Processor
60 days after the receipt by the Insured and the SEC, of a written notice from the
Company of its desire to cancel coverage under this bond as to such person.
|
|
a.
|
This bond terminates in its entirety immediately upon the Expiration Date set forth in ITEM 2 of the Declarations.
|
|
b.
|
This bond terminates as to any Insured:
|
|
(1)
|
immediately upon the surrender of such Insureds charter to any governmental authority; or
|
|
(2)
|
immediately upon the taking over of such Insured by a receiver or other liquidator or by any State or Federal official,
|
whichever occurs first.
Termination of the bond as to any Insured terminates liability for any loss sustained by such Insured that is discovered after the effective
date of such termination.
|
c.
|
Coverage terminates as to any
Employee
, or as to any partner, officer, or employee of any
Electronic Data Processor
:
|
|
(1)
|
as soon as any Director or Officer or Insured not in collusion with such person, learns of any dishonest or fraudulent employment related act, including
Larceny or Embezzlement
; or
|
|
(2)
|
60 days after any director or officer of the Insured not in collusion with such person, learns of any dishonest or fraudulent
non-employment
related act, including
Larceny or
Embezzlement
, that resulted in a loss of
Property
in excess of $25,000,
|
|
|
|
|
IVBB-16001 Ed. 01-16
|
|
Page 24 of 25
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
either of which were committed by such person at any time, whether in the employment of the
Insured or otherwise, whether or not of the type covered under Insuring Agreement A, against the Insured or any other person or entity, without prejudice to the loss of any
Property
then in transit in the custody of such person.
However, termination of coverage as to any
Employee
as set forth in c.(1) and c.(2) of the preceding paragraph, will not apply to any
such person provided the Insured has received and retains an original letter signed by a prior insurer reinstating coverage for such individual for whom the Insured discovered had committed a dishonest or fraudulent act prior to the effective date
of this bond.
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3.
|
Change or Modification
|
This bond or any instrument amending or affecting this bond may not be
changed or modified orally. No changes in or modification of this bond will be effective unless made by
Written
endorsement issued to form a part of this bond and including the signature of the Companys Authorized Representative. When a
bond covers only one Insured no change or modification that would adversely affect the rights of the Insured will be effective prior to 60 days after
Written
notification has been furnished to the SEC by the Insured,
Investment Adviser
or the Company. If more than one Insured is named under this bond, the Company will give
Written
notice to each Insured and to the SEC not less than 60 days prior to the effective date of any change or modification that would adversely affect
the rights of such Insured.
At any time prior to the cancelation or termination of this bond in
its entirety, whether by the Insured, an
Investment Adviser
, or the Company, the Insured or an
Investment Adviser
may give to the Company written notice that it desires under this bond an additional period of 12 months within which to
discover loss sustained by the Insured prior to the effective date of such cancelation or termination and will pay an additional premium therefor.
Upon receipt of such notice from the Insured or an
Investment Adviser
, the Company will give its written consent thereto; provided,
that such additional period of time terminates immediately:
|
1.
|
on the effective date of any other insurance obtained by the Insured, its successor in business or any other party, replacing in whole or in part the insurance afforded by this bond, whether or not such other insurance
provides coverage for loss sustained prior to its effective date; or
|
|
2.
|
upon any takeover of the Insureds business by any state or federal official or agency, or by any receiver or liquidator acting or appointed for this purpose,
|
whichever occurs first, and without the necessity of the Company giving notice of such termination. In the event that such additional period
of time is terminated, as provided above, the Company will refund on a
pro-rata
basis, any unearned premium.
The right to purchase such additional period for the discovery of loss may not be exercised by any state or federal official or agency, or by
any receiver or liquidator, acting or appointed to take over the Insureds business for the operation or for the liquidation thereof or for any other purpose.
The Companys total liability for any loss discovered during such additional period of time is part of, and not in addition to, the
Single Loss Limit of Insurance of the
Bond Period
that terminates immediately preceding the effective date of such additional period.
The titles of the various paragraphs of this bond and its endorsements are
inserted solely for convenience or reference and are not to be deemed in any way to limit, expand or affect the provision to which they relate.
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|
|
IVBB-16001 Ed. 01-16
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|
Page 25 of 25
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© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
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THIS ENDORSEMENT CHANGES THE BOND. PLEASE READ IT CAREFULLY.
AUTOMATIC INCREASE IN INSURING AGREEMENT A.1. SINGLE LOSS LIMIT OF INSURANCE ENDORSEMENT
This endorsement changes the following:
Investment Company
Bond
It is agreed that:
The following is added to section
VI.
CONDITIONS
,
E.
SINGLE
LOSS
LIMIT
OF
INSURANCE:
Notwithstanding the previous
paragraph, if the Insured, while this bond is in force, requires an increase in the limit of Insuring Agreement A.1. in order to comply with SEC Regulation
17g-1,
as a result of:
|
1.
|
an increase in assets under management by current Insureds under the bond, per the terms of section III. GENERAL AGREEMENTS, A. ORGANIC GROWTH; or
|
|
2.
|
an increase in assets under management due to the addition of new investment companies per the terms of section III. GENERAL AGREEMENTS, B. CONSOLIDATION MERGER PURCHASE OR ACQUISTION OF ASSETS,
|
the Single Loss Limit of Insurance for Insuring Agreement A.1. will automatically be increased to comply with Regulation
17g-1
without the payment of additional premium, for the remainder of the
Bond
Period
.
Nothing herein contained shall be held to vary,
alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned bond, except as expressly stated herein. This endorsement is part of such bond and incorporated therein.
Issuing Company:
Travelers Casualty and Surety Company of America
Bond Number:
106736322
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|
|
|
IVBB-10001 Ed. 06-16
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|
Page 1 of 1
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© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NAMED INSURED ENDORSEMENT
This
endorsement changes the following:
Investment Company Bond
It is agreed that:
The following are added to ITEM 1 of the Declarations as Insureds:
PennantPark Floating Rate Capital
Nothing herein contained shall be held to vary,
alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein.
Issuing Company: Travelers Casualty and Surety Company of America
Policy Number: 106736322
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|
|
IVBB-19004 Ed. 01-16
|
|
Page 1 of 1
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
UNAUTHORIZED SIGNATURE ENDORSEMENT
This
endorsement changes the following:
Investment Company Bond
It is agreed that:
1.
|
The following is added to section II. INSURING AGREEMENTS, D. FORGERY OR ALTERATION
:
|
Loss resulting from the Insured accepting, paying, or cashing any
Negotiable Instrument
or
Withdrawal Order
made or drawn on a
customers account, which bears an unauthorized signature or an unauthorized endorsement, provided that the Insured has on file the signatures of all persons authorized to sign or endorse such
Negotiable Instrument
or
Withdrawal
Order
.
2.
|
The following replaces section VI. CONDITIONS, N. ANTI-BUNDLING:
|
If any Insuring Agreement requires that an enumerated type of document be
altered or
Counterfeit
, or contain a signature or endorsement which is a
Forgery
or which is unauthorized, or that it be obtained through trick, artifice, fraud, or false pretenses, such alteration,
Counterfeit
, signature, or
endorsement must be on or of the enumerated document itself, not on or of some other document submitted with, accompanying, or incorporated by reference into, the enumerated document.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy,
except as expressly stated herein. This endorsement is part of such policy and incorporated therein.
Issuing Company: Travelers Casualty and Surety
Company of America
Policy Number: 106736322
|
|
|
|
IVBB-19010 Ed. 01-16
|
|
Page 1 of 1
|
© 2016 The Travelers Indemnity Company. All rights reserved.
|
|
|
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NEW YORK INSURANCE REGULATION 209 ENDORSEMENT
This endorsement changes the following:
Investment Company
Bond
It is agreed that:
1.
|
The following is added to section
V.
EXCLUSIONS
,
AA.
:
|
However, this
exclusion will not apply to loss caused by an
Employee
of an Insured located in New York who was convicted of a fraudulent or dishonest act prior to becoming employed by the Insured if the Insured made a determination to hire or retain such
Employee
utilizing the factors set out in Correction Law Article
23-A.
Nevertheless, this exclusion will apply to an
Employee
, or loss caused by such
Employee
, for whom there is a bar to
employment established by law and the Insured has hired or retained the
Employee
despite the bar.
2.
|
The following is added to section
VI.
CONDITIONS
,
R.
CANCELATION
OR
TERMINATION
, 2. Termination, c.:
|
Termination of coverage as to any
Employee
of an Insured located in New York as set forth in c.(1) and c.(2) above will also not apply
to any such
Employee
if: (a) the dishonest act was committed by that
Employee
prior to becoming employed by the Insured, (b) the dishonest act resulted in a conviction of that
Employee
; and (c) the Insured made a
determination to hire or retain the
Employee
utilizing the factors set out in Correction Law Article
23-A.
However, such termination of coverage will apply to an
Employee
, or loss caused by such
Employee
, for whom there is a bar to employment established by law and the Insured has hired or retained the
Employee
despite the bar.
Nothing herein contained shall be held to vary,
alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy, except as expressly stated herein. This endorsement is part of such policy and incorporated therein.
Issuing Company:
Travelers Casualty and Surety Company of America
Policy Number:
106736322
|
|
|
|
IVBB-17022 Ed.
03-17
|
|
Page 1 of 1
|
© 2017 The Travelers Indemnity Company. All rights reserved.
|
|
|
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NEW YORK CANCELATION, TERMINATION, CHANGE, OR MODIFICATION ENDORSEMENT
This endorsement changes the following:
Investment Company
Bond
It is agreed that:
1.
|
The following replaces VI. CONDITIONS, R. CANCELATION, TERMINATION, CHANGE, OR MODIFICATION, 1.b.:
|
|
b.
|
If the bond has been in effect for 90 days or less, it may be canceled by the Company for any reason. Such cancelation will be effective 90 days after the Company mails a notice of cancelation to the first named Insured
at the mailing address set forth in ITEM 1 of the Declarations, the SEC, and every other Insured.
|
If the bond has been in
effect for more than 90 days or is a renewal, then cancelation may only be for one or more of the following reasons and will be effective 90 days after the notice of cancelation is mailed or delivered to the first named Insured at the mailing
address set forth in ITEM 1 of the Declarations, the SEC, and to every other Insured:
|
(1)
|
nonpayment of premium or installment that is overdue, as well as any unpaid fees charged for installments, late payment or reinstatement;
|
|
(2)
|
conviction of the Insured of a crime arising out of acts increasing the hazard insured against;
|
|
(3)
|
discovery of fraud or material misrepresentation in the obtaining of this bond or in the presentation of a claim hereunder;
|
|
(4)
|
discovery after the inception date set forth in ITEM 2 of the Declarations of an act or omission, or a violation of any bond condition that substantially and materially increases the hazard insured against;
|
|
(5)
|
material change in the nature or extent of the risk, occurring after the Inception Date set forth in ITEM 2 of the Declarations, which causes the risk of loss to be substantially and materially increased beyond that
contemplated at the time the bond was issued or last renewed;
|
|
(6)
|
a determination by the superintendent that continuation of the present premium volume of the Company would jeopardize the Companys solvency or be hazardous to the interests of the Companys stockholders or
creditors, or to the public;
|
|
(7)
|
a determination by the superintendent that continuation of the bond would violate, or would place the Company in violation of, any provision of the New York State Insurance Law; or
|
|
(8)
|
where the Company 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 that:
|
|
(a)
|
a notice of cancelation on this ground informs the Insured in plain language that the Insured must act within 10 days if review by the Department of Financial Services of the State of New York of the ground for
cancelation is desired; and
|
|
(b)
|
notice of cancelation on this ground is provided simultaneously by the Company to the Department of Financial Services of the State of New York.
|
2.
|
The following are added to VI. CONDITIONS, R. CANCELATION, TERMINATION, CHANGE, OR MODIFICATION:
|
The Company will not be required to renew this bond upon its expiration. If the
Company elects not to renew, the Company will provide the Insured set forth in ITEM 1 of the Declarations, the SEC, and every other Insured
Written
notice to that effect at least 60 days, but no more than 120 days, before the Expiration Date
set forth in ITEM 2 of the Declarations. If such notice is given late, the bond will continue in effect for 60 days after such notice is received by the Insured.
Issuing Company:
Travelers Casualty and Surety
Company of America
Policy Number:
106736322
|
|
|
|
IVBB-18023 Rev. 12-17
|
|
Page 1 of 2
|
© 2017 The Travelers Indemnity Company. All rights reserved.
|
|
|
|
5.
|
Renewal with Altered Terms:
|
Should this bond be renewed or replaced, but with a reduction of
limits, reduced coverage, increased deductible, additional exclusions, or upon increased premiums in excess of 10% (exclusive of any premium increase as a result of experience rating), the Company must mail
Written
notice to the Insured shown
in ITEM 1 of the Declarations at least 60 days but not more than 120 days before renewal or replacement. If such notice is given late, the renewal or replacement bond will be in effect with the same terms, conditions and rates as the terminated bond
for 60 days after such notice is received by the Insured.
The Company may elect to simply notify the Insured that the bond will either not
be renewed, or will be renewed with different terms, conditions or rates. In such event, the Company will inform each Insured and the SEC that a second notice will be sent at a later date specifying the Companys exact intention. The notice
will inform the parties that, in the meantime, coverage will continue at the same terms, conditions and rates as the expiring bond until the expiration date of the bond or 60 days after the second notice is received by the Insured, whichever is
later.
Nothing herein contained shall be held to vary, alter, waive, or extend any of the terms, conditions, exclusions, or limitations of the above-mentioned policy,
except as expressly stated herein. This endorsement is part of such policy and incorporated therein.
|
|
|
|
IVBB-18023 Rev. 12-17
|
|
Page 2 of 2
|
© 2017 The Travelers Indemnity Company. All rights reserved.
|
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|
EXHIBIT B
CERTIFICATE OF THE SECRETARY
OF
PENNANTPARK
INVESTMENT CORPORATION
CERTIFYING RESOLUTIONS APPROVING
THE JOINT FIDELITY BOND
THE
UNDERSIGNED
, the duly appointed Secretary of PennantPark Investment Corporation , a Maryland corporation (the Corporation), an externally managed,
non-diversified
investment company that has
elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act), does hereby certify that the resolutions set forth below were approved by the Board of Directors of the
Corporation (the Board), including a majority of the Directors who are not interested persons of the Corporation, as defined in Section 2(a)(19) of the 1940 Act (the Independent Directors), on May 8,
2018 at a meeting of the Directors:
WHEREAS,
at a meeting of the Board of the Corporation (the Meeting), the Board of the Corporation
reviewed the materials presented at the Meeting;
NOW, THEREFORE, BE IT:
RESOLVED
, that the Board of the Corporation determined that the Corporation, PennantPark Investment Advisers, LLC (the Adviser) and
PennantPark Investment Administration, LLC (the Administrator) each be covered as an Insured under a joint fidelity bond (the Bond) having an aggregate coverage of $5 million issued by Travelers Casualty and
Surety Company of America, a reputable fidelity insurance company, 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 Corporation, the
Adviser and the Administrator from time to time and containing such provisions as may be required by the rules promulgated under 1940 Act;
FURTHER
RESOLVED
, that the proposed form and amount of the Bond considered at the meeting be, and hereby are, approved after consideration of all factors deemed relevant by the directors of the Corporation (the Directors), and separately
approved by the Independent Directors, including, but not limited to, the amount of the Bond, the value of the aggregate assets of the Corporation to which any person covered under the Bond may have access, the estimated amount of the premium for
such Bond, the type and terms of the arrangements made for the custody and safekeeping of the Corporations assets and the nature of the securities in the Corporations portfolio;
FURTHER RESOLVED
, that the payment by the Corporation of the premium for coverage under the Bond, in the amount described at the meeting, and the share
of the premium to be allocated to the Corporation and to the Adviser/Administrator for the Bond, based upon their proportionate share of the sum of the premiums that would have been paid if such fidelity bond coverage had been purchased separately,
be, and hereby are, approved by the Directors of the Corporation, including the Independent Directors of the Corporation, 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 those other parties, the amount of the premium for the Bond, the ratable allocation of the premium among all parties named as insureds and the extent to which the share of the premium allocated to the Corporation under the
Bond is less than the premium the Corporation would have had to pay had it maintained a single insured bond;
FURTHER RESOLVED
, that the proposed Joint Fidelity Bond Agreement among the Corporation, the Adviser and
the Administrator providing that in the event that any recovery is received under the Bond as a result of a loss sustained by the Corporation and also by any other named Insured, the Corporation 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
under the
1940 Act, is approved, with such further changes therein as the Officers may determine to be necessary or desirable and proper, with the advice of the Corporations counsel, the execution of each Joint Fidelity Bond Agreement by such Officers
to be conclusive evidence of such determination;
FURTHER RESOLVED
, that the Secretary of the Corporation be, and hereby is, designated as the
party responsible for making the necessary filings and giving the notices with respect to the Bond required by paragraph (g) of Rule
17g-1
under the 1940 Act;
FURTHER RESOLVED
, that the Officers be, and each of them hereby is, authorized to obtain and enter into a joint liability insurance policy in the form
and amount as presented at the meeting for all losses, covering the Corporation, the Adviser and the Administrator and their respective directors and officers (each of whom shall be deemed a third party beneficiary thereof) generally against
liabilities and expenses arising out of claims, actions or proceedings asserted or threatened against them in their respective capacities for or relating to the Corporation, the Adviser and the Administrator, as the case may be, subject to such
ordinary exceptions as the Officer executing the same deems reasonable or appropriate;
FURTHER RESOLVED
, that the Directors of the Corporation,
including the Independent Directors of the Corporation, hereby find that the Corporations participation in the above-referenced joint liability insurance policy is in the best interest of the Corporation; and
FURTHER RESOLVED
, that the share of the premium to be allocated 60% to the PennantPark Floating Rate Capital Ltd. and to the Corporation and 40% to the
Adviser/Administrator for the Bond and the joint liability insurance policy, which is based upon the Corporations proportionate share of the sum of the premiums that would have been paid if such insurance coverage were purchased separately,
be, and hereby is, determined to be fair and reasonable to the Corporation by the Directors of the Corporation, including the Independent Directors of the Corporation and that the appropriate allocation between each of Pennant Park Floating Rate
Capital Ltd. and the Corporation, with respect to the joint liability insurance policy, is obtained.
IN WITNESS WHEREOF
, I have hereunto set my
hand as such officer of the Corporation this 8th day of June, 2018.
|
|
/s/ Thomas J. Friedmann
|
Thomas J. Friedmann
|
Secretary
|
EXHIBIT C
JOINT FIDELITY BOND AGREEMENT
This JOINT FIDELITY BOND AGREEMENT is dated as of March 10, 2011 by and between PennantPark Investment Corporation (the
Corporation), a Maryland corporation, PennantPark Investment Advisers, LLC (the Adviser), a Delaware limited liability company, and PennantPark Investment Administration, LLC (the Administrator), a Delaware
limited liability company.
WITNESSETH
:
WHEREAS
, the Corporation, the Adviser, and the Administrator are joint named insureds (each, an Insured and collectively, the
Insureds) under a bond issued by Aon (the Bond);
WHEREAS
, the Corporation is 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 the Corporation, including a majority of the directors who are not interested
persons of the Corporation (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 prorata according to the relative premium that such Insured would pay for separate fidelity bond coverage.
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 ten 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 ten 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.
4. This Agreement and the rights and duties hereunder shall not be assignable by any party hereto without 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 the Corporation 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.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first set
forth above.
|
|
|
PENNANTPARK INVESTMENT CORPORATION
|
|
|
By:
|
|
/s/ Arthur Penn
|
Name:
|
|
Arthur Penn
|
Title:
|
|
Chief Executive Officer
|
|
PENNANTPARK INVESTMENT ADVISERS, LLC
|
|
|
By:
|
|
/s/ Arthur Penn
|
Name:
|
|
Arthur Penn
|
Title:
|
|
Managing Member
|
|
PENNANTPARK INVESTMENT ADMINISTRATION, LLC
|
|
|
By:
|
|
/s/ Aviv Efrat
|
Name:
|
|
Aviv Efrat
|
Title:
|
|
Managing Director
|
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