November
22, 2024
Securities
and Exchange Commission
100
F Street N.E.
Washington,
DC 20549
Re: | Reaves
Utility Income Fund |
| Investment
Company Act of 1940--Rule 17g-l(g) Bonding of Officers and Employees |
| File
numbers: 811-21432 and 333-261328 |
To
whom it may concern:
Pursuant
to Rule 17g-l(g) under the Investment Company Act of 1940, as amended (the “Act”), filed herewith, on behalf of the
Reaves Utility Income Fund (the “Trust”), is the joint insured fidelity bond (the “Bond”) insuring the
Trust on Form 40-17G.
Please
find the following information with respect to the Trust and the Bond:
| 1. | A
copy of the Bond, which lists the Reaves Utility Income Fund, as the insured party. |
| 2. | The
premium payable with respect to the Bond is for the coverage period from March 24, 2024
to March 24, 2025. |
| 3. | A
copy of the resolutions approved at the meeting of the Board of Trustees held on March
7, 2024, during which a majority of the Trustees who are not “interested persons”
of the Trust as defined by Section (a)(19) of the 1940 Act approved the amount, type,
form and coverage of the Bond and the premium payable by the Trust. |
Please
call me at (720) 212-8740 if you have any questions.
Very
truly yours,
/s/
Chris Moore |
|
Chris Moore |
Secretary |
Reaves Utility Income Fund |
| FINANCIAL
INSTITUTION BOND |
STATE
FRAUD STATEMENT
COLORADO
It
is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the purpose
of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and civil damages.
Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading facts or information
to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard
to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of insurance within the department
of regulatory agencies.
AXIS 104 0415 |
Page 1 of 1 |
| FINANCIAL
INSTITUTION BOND |
POLICYHOLDER
NOTICE
ECONOMIC
AND TRADE SANCTIONS
This
Notice provides information concerning possible impact on your insurance coverage due to directives issued by the Office of Foreign
Assets Control (OFAC).
THE
OFFICE OF FOREIGN ASSETS CONTROL (“OFAC”) OF THE US DEPARTMENT OF THE TREASURY ADMINISTERS AND ENFORCES ECONOMIC AND
TRADE SANCTIONS BASED ON US FOREIGN POLICY AND NATIONAL SECURITY GOALS AGAINST TARGETED FOREIGN COUNTRIES AND REGIMES, TERRORISTS,
INTERNATIONAL NARCOTICS TRAFFICKERS, THOSE ENGAGED IN ACTIVITIES RELATED TO THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION,
AND OTHER THREATS TO THE NATIONAL SECURITY, FOREIGN POLICY OR ECONOMY OF THE UNITED STATES.
WHENEVER
COVERAGE PROVIDED BY THIS POLICY WOULD BE IN VIOLATION OF ANY U.S. ECONOMIC OR TRADE SANCTIONS, SUCH COVERAGE SHALL BE NULL AND
VOID.
FOR
MORE INFORMATION, PLEASE REFER TO:
HTTPS://WWW.TREASURY.GOV/RESOURCE-CENTER/SANCTIONS/PAGES/DEFAULT.ASPX
FINANCIAL
INSTITUTION BOND
Standard
Form No. 14, Revised to October, 1987
Bond
No. P-001-000086928-05
AXIS
Insurance Company (admitted)
233
South Wacker Drive, Suite 4930, Chicago, IL 60606
(866)
259-5435
A
Stock Insurer
(Herein
called Underwriter)
DECLARATIONS
Item 1. | Name
of Insured (herein called Insured): |
Reaves
Utility Income Fund |
| |
|
| Principal
Address: |
1700
Broadway, Suite 1850 |
| |
Denver,
CO 80290 |
Item
2. |
Bond Period:
from 12:01 a.m. on |
03/24/2024 |
to 12:01
a.m. on |
03/24/2025 |
|
|
|
(MONTH,
DAY, YEAR) |
|
(MONTH,
DAY, YEAR) |
|
Item
3. | The
Aggregate Limit of Liability of the Underwriter during the Bond Period shall be N/A |
Item 4. |
Subject to Sections
4 and 11 hereof, |
|
the Single
Loss Limit of Liability is $1,900,000 |
|
and the Single Loss
Deductible is $5,000 |
Provided,
however, that if any amounts are inserted below opposite specified Insuring Agreements or Coverages, those amounts shall be controlling.
Any amount set forth below shall be part of and not in addition to amounts set forth above. (If an Insuring Agreement or Coverage
is to be deleted, insert “Not Covered.”)
Amount applicable to: |
|
Single Loss |
|
Single
Loss |
|
|
Limit of Liability |
|
Deductible |
Insuring Agreement (A) – FIDELITY |
|
$1,900,000 |
|
$5,000 |
Insuring Agreement (B) – ON
PREMISES |
|
$1,900,000 |
|
$5,000 |
Insuring Agreement (C) – IN
TRANSIT |
|
$1,900,000 |
|
$5,000 |
Insuring Agreement (D) – FORGERY
OR ALTERATION |
|
$1,900,000 |
|
$5,000 |
Insuring Agreement (E) – SECURITIES |
|
$1,900,000 |
|
$5,000 |
Insuring Agreement (F) – COUNTERFEIT
CURRENCY |
|
$1,900,000 |
|
$5,000 |
Coverage on Partners |
|
Not Covered |
|
|
|
|
|
|
|
Optional
Insuring Agreements and Coverages: |
|
|
|
|
Audit Expense |
|
$50,000 |
|
$5,000 |
Claim Expense |
|
$10,000 |
|
$5,000 |
Computer Systems Fraud |
|
$1,900,000 |
|
$5,000 |
Customer Funds Transfer Fraud |
|
$1,900,000 |
|
$5,000 |
Facsimile Signature |
|
$1,000,000 |
|
$50,000 |
Stop Payment Order Liability |
|
$50,000 |
|
$5,000 |
Unauthorized Signatures |
|
$50,000 |
|
$5,000 |
Uncollectible Items of Deposit |
|
$50,000 |
|
$5,000 |
TSB 5062b 1087 |
Copyright,
The Surety Association of America, 1987 |
Page 1
of 7 |
|
|
|
|
$25,000 |
|
|
|
|
|
|
without
Official |
|
|
|
|
Aggregate |
|
Authorization |
|
|
Social Engineering Fraud |
|
Limit
of Liability |
|
$25,000 |
|
$25,000 |
|
|
$25,000 |
|
with
Official |
|
|
|
|
|
|
Authorization |
|
|
If
“Not Covered” is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or
Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom.
Item
5. | The
liability of the Underwriter is subject to the terms of the following riders attached hereto. All of the terms and conditions
of this bond apply to such riders except to the extent the rider explicitly provides otherwise. |
State Fraud Statement |
AXIS 104 0415 |
Policyholder Notice - Economic And
Trade Sanctions |
AXIS 906 0316 |
Financial Institution Bond (Standard
Form No. 14) |
TSB 5062b 1087 |
Signature Page |
AXIS 102AIC 0615 |
1 |
Audit Expense Insuring Agreement
Rider |
AXIS
1012153 0119 |
2 |
Claim Expense Insuring Agreement Rider |
AXIS 1012155 0119 |
3 |
Amend Racketeering Exclusion Rider |
AXIS 1012161 0119 |
4 |
Amend Fidelity Insuring to Include Larceny and
Embezzlement Agreement Rider |
AXIS 1012168 0119 |
5 |
Amend Representation of Insured Rider |
AXIS 1012169 0119 |
6 |
Amend Valuation Rider |
AXIS 1012170 0119 |
7 |
Amend Counterfeit Currency or Money Insuring
Agreement Rider |
AXIS 1012171 0119 |
8 |
Unauthorized Signatures Insuring Agreement Rider |
AXIS 1012176 0622 |
9 |
Protected Information Exclusion Rider |
AXIS 1012180 0119 |
10 |
Notice of Loss by E-Mail Rider |
AXIS 1012189 0119 |
11 |
Change of Ownership or Control Notice Rider |
AXIS 1012191 0119 |
12 |
Customer Funds Transfer Fraud Insuring Agreement
with Call Back for Transfers in Excess of the Deductible Rider |
AXIS 1012198 0322 |
13 |
Amend Ownership or Covered Property Condition
Rider |
AXIS 1012199 0119 |
14 |
Stop Payment Order Liability Insuring Agreement
Rider |
AXIS 1012200 0119 |
15 |
Uncollectible Items of Deposit Insuring Agreement
Rider |
AXIS 1012202 0722 |
16 |
Amend Definition of Employee to Include Affiliated
Persons Rider |
AXIS 1012203 0119 |
17 |
AUTOMATIC INCREASE IN LIMITS FOR INVESTMENT
FUNDS RIDER |
AXIS 1012210 0721 |
18 |
Automatic Coverage For New Investment Funds
Rider |
AXIS 1012211 0721 |
19 |
Investment Company No Deductible Rider |
AXIS 1012214 0119 |
20 |
Social Engineering Fraud Insuring Agreement
with or without Official Authorization Rider |
AXIS 1012231 0221 |
21 |
Computer Systems Fraud Insuring Agreement Rider |
AXIS 1012861 0221 |
22 |
Amend Exclusion (M) Rider |
AXIS 1012869 0421 |
23 |
Amend Definition of Property Rider (Does Not
Include Non-Fungible Tokens) |
AXIS 1012870 0521 |
24 |
Insuring Agreement (G) Rider |
SR 5907a 1188 |
25 |
Cryptocurrency Exclusion Rider |
SR 6343 0321 |
TSB 5062b 1087 |
Copyright,
The Surety Association of America, 1987 |
Page 2
of 7 |
The
Underwriter, in consideration of an agreed premium, and in reliance upon all statements made and information furnished to the
Underwriter by the Insured in applying for this bond, and subject to the Declarations, Insuring Agreements, General Agreements,
Conditions and Limitations and other terms hereof, agrees to indemnify the Insured for:
INSURING
AGREEMENTS
FIDELITY
(A) Loss
resulting directly from dishonest or fraudulent acts committed by an Employee acting alone or in collusion with others.
Such
dishonest or fraudulent acts must be committed by the Employee with the manifest intent:
| (a) | to
cause the Insured to sustain such loss; and |
| (b) | to
obtain financial benefit for the Employee and which, in fact, result in obtaining such
benefit. |
As
used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment,
including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
ON
PREMISES
| (B) | (1) Loss of Property resulting directly from |
| (a) | robbery,
burglary, misplacement, mysterious unexplainable disappearance and damage thereto or
destruction thereof, or |
| (b) | theft,
false pretenses, common-law or statutory larceny, committed by a person present in an
office or on the premises of the Insured, |
while
the Property is lodged or deposited within offices or premises located anywhere.
| (a) | furnishings,
fixtures, supplies or equipment within an office of the Insured covered under this bond
resulting directly from larceny or theft in, or by burglary or robbery of, such office,
or attempt thereat, or by vandalism or malicious mischief, or |
| (b) | such
office resulting from larceny or theft in, or by burglary or robbery of such office or
attempt thereat, or to the interior of such office by vandalism or malicious mischief. |
provided
that
| (i) | the
Insured is the owner of such furnishings, fixtures, supplies, equipment, or office or
is liable for such loss or damage, and |
| (ii) | the
loss is not caused by fire. |
IN
TRANSIT
(C) Loss
of Property resulting directly from robbery, common-law or statutory larceny, theft, misplacement, mysterious unexplainable disappearance,
being lost or made away with, and damage thereto or destruction thereof, while the Property is in transit anywhere in the custody
of
| (a) | a
natural person acting as a messenger of the Insured (or another natural person acting
as messenger or custodian during an emergency arising from the incapacity of the original
messenger), or |
| (b) | a
Transportation Company and being transported in an armored motor vehicle, or |
| (c) | a
Transportation Company and being transported in a conveyance other than an armored motor
vehicle provided that covered Property transported in such manner is limited to the following: |
| (i) | records,
whether recorded in writing or electronically, and |
| (ii) | Certified
Securities issued in registered form and not endorsed, or with restrictive endorsements,
and |
| (iii) | Negotiable
Instruments not payable to bearer, or not endorsed, or with restrictive endorsements. |
Coverage
under this Insuring Agreement begins immediately upon the receipt of such Property by the natural person or Transportation Company
and ends immediately upon delivery to the designated recipient or its agent.
FORGERY
OR ALTERATION
| (D) | Loss
resulting directly from |
(1) Forgery
or alteration of, on or in any Negotiable Instrument (except an Evidence of Debt), Acceptance, Withdrawal Order, receipt for the
withdrawal of Property, Certificate of Deposit or Letter of Credit.
(2) transferring,
paying or delivering any funds or Property or establishing any credit or giving any value on the faith of any written instructions
or advices directed to the Insured and authorizing or acknowledging the transfer, payment, delivery or receipt of funds or Property,
which instructions or advices purport to have been signed or endorsed by any customer of the Insured or by any financial institution
but which instructions or advices either bear a signature which is a Forgery or have been altered without the knowledge and consent
of such customer or financial institution.
A
mechanically reproduced facsimile signature is treated the same as a handwritten signature.
SECURITIES
(E) Loss
resulting directly from the insured having, in good faith, for its own account or for the account of others
(1) acquired,
sold or delivered, or given value, extended credit or assumed liability, on the faith of, any original
| (a) | Certificated
Security, |
| (b) | deed,
mortgage or other instrument conveying title to, or creating or discharging a lien upon,
real property, |
| (d) | Instruction
to a Federal Reserve Bank of the United States, or |
| (e) | Statement
of Uncertificated Security of any Federal Reserve Bank of the United States |
which
| (i) | bears
a signature of any maker, drawer, issuer, endorser, assignor, lessee, transfer agent,
registrar, acceptor, surety, guarantor, or of any person signing in any other capacity
which is a Forgery, or |
(2) guaranteed
in writing or witnessed any signature upon any transfer, assignment, bill of sale, power of attorney, Guarantee, or any items
listed in (a) through (c) above.
(3) acquired,
sold or delivered, or given value, extended credit or assumed liability, on the faith of any item listed in (a) and (b) above
which is a Counterfeit.
A
mechanically reproduced facsimile signature is treated the same as a handwritten signature.
COUNTERFEIT
CURRENCY
(F) Loss
resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money of the United States of America, Canada
or of any other country in which the Insured maintains a branch office.
GENERAL
AGREEMENTS
NOMINEES
A. Loss
sustained by any nominee organized by the Insured for the purpose of handling certain of its business transactions and composed
exclusively of its Employees shall, for all the purposes of this bond and whether or not any partner of such nominee is implicated
in such loss, be deemed to be loss sustained by the Insured.
ADDITIONAL
OFFICES OR EMPLOYEES—CONSOLIDATION, MERGER
OR PURCHASE OF ASSETS—NOTICE
B. If
the Insured shall, while this bond is in force, establish any additional offices, other than by consolidation or merger with,
or purchase or acquisition of assets or liabilities of, another institution such offices shall be automatically covered hereunder
from the date of such establishment without the requirement of notice to the Underwriter or the payment of additional premium
for the remainder of the premium period.
If
the Insured shall, while this bond is in force, consolidate or merge with, or purchase or acquire assets or liabilities of, another
institution, the Insured shall not have such coverage as is afforded under this bond for loss which
| (a) | has
occurred or will occur in offices or premises, or |
| (b) | has
been caused or will be caused by an employee or employees of such institution, or |
| (c) | has
arisen or will arise out of the assets or liabilities |
acquired
by the Insured as a result of such consolidation, merger or purchase or acquisition of assets or liabilities unless the Insured
shall
| (i) | give
the Underwriter written notice of the proposed consolidation, merger or purchase or acquisition
of assets or liabilities prior to the proposed effective date of such action and |
| (ii) | obtain
the written consent of the Underwriter to extend the coverage provided by this bond to
such additional offices or premises, Employees and other exposures, and |
TSB 5062b 1087 |
Copyright,
The Surety Association of America, 1987 |
Page 3
of 7 |
| (iii) | upon
obtaining such consent, pay to the Underwriter an additional premium. |
CHANGE
OF CONTROL—NOTICE
C. When
the Insured learns of a change in control, it shall give written notice to the Underwriter.
As
used in this General Agreement, control means the power to determine the management or policy of a controlling holding company
or the Insured by virtue of voting stock ownership. A change in ownership of voting stock which results in direct or indirect
ownership by a stockholder or an affiliated group of stockholders of ten percent (10%) or more of such stock shall be presumed
to result in a change of control for the purpose of the required notice.
Failure
to give the required notice shall result in termination of coverage for any loss involving a transferee, to be effective upon
the date of the stock transfer.
REPRESENTATION
OF INSURED
D. The
Insured represents that the information furnished in the application for this bond is complete, true and correct. Such application
constitutes part of this bond.
Any
misrepresentation, omission, concealment or incorrect statement of a material fact, in the application or otherwise, shall be
grounds for the rescission of this bond.
JOINT
INSURED
E. If
two or more Insureds are covered under this bond, the first named Insured shall act for all Insureds. Payment by the Underwriter
to the first named Insured of loss sustained by any Insured shall fully release the Underwriter on account of such loss. If the
first named Insured ceases to be covered under this bond, the Insured next named shall thereafter be considered as the first named
Insured. Knowledge possessed or discovery made by any Insured shall constitute knowledge or discovery by all Insureds for all
purposes of this bond. The liability of the Underwriter for loss or losses sustained by all Insureds shall not exceed the amount
for which the Underwriter would have been liable had all such loss or losses been sustained by one Insured.
NOTICE
OF LEGAL PROCEEDINGS AGAINST INSURED—ELECTION TO DEFEND
F. The
Insured shall notify the Underwriter at the earliest practicable moment, not to exceed 30 days after notice thereof, of any legal
proceeding brought to determine the Insured’s liability for any loss, claim or damage, which, if established, would constitute
a collectible loss under this bond. Concurrently, the Insured shall furnish copies of all pleadings and pertinent papers to the
Underwriter.
The
Underwriter, at its sole option, may elect to conduct the defense of such legal proceeding, in whole or in part. The defense by
the Underwriter shall be in the Insured’s name through attorneys selected by the Underwriter. The Insured shall provide
all reasonable information and assistance required by the Underwriter for such defense.
If
the Underwriter elects to defend the Insured, in whole or in part, any judgment against the Insured on those counts or causes
of action which the Underwriter defended on behalf of the Insured or any settlement in which the Underwriter participates and
all attorneys’ fees, costs and expenses incurred by the Underwriter in the defense of the litigation shall be a loss covered
by this bond.
If
the Insured does not give the notices required in subsection (a) of Section 5 of this bond and in the first paragraph of this
General Agreement, or if the Underwriter elects not to defend any causes of action, neither a judgment against the Insured, nor
a settlement of any legal proceeding by the Insured, shall determine the existence, extent or amount of coverage under this bond
for loss sustained by the Insured, and the Underwriter shall not be liable for any attorneys’ fees, costs and expenses incurred
by the Insured.
With
respect to this General Agreement, subsections (b) and (d) of Section 5 of this bond apply upon the entry of such judgment or
the occurrence of such settlement instead of upon discovery of loss. In addition, the Insured must notify the Underwriter within
30 days after such judgment is entered against it or after the Insured settles such legal proceeding, and, subject to subsection
(e) of Section 5, the Insured may not bring legal proceedings for the recovery of such loss after the expiration of 24 months
from the date of such final judgment or settlement.
CONDITIONS
AND LIMITATIONS
DEFINITIONS
Section
1. As used in this bond:
(a) Acceptance
means a draft which the drawee has, by signature written thereon, engaged to honor as presented.
(b) Certificate
of Deposit means an acknowledgment in writing by a financial institution of receipt of Money with an engagement to repay it.
(c) Certificated
Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the
issuer, which is:
| (1) | represented
by an 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. |
(d) Counterfeit
means an imitation of an actual valid original which is intended to deceive and to be taken as the original.
| (1) | a
natural person in the service of the Insured at any of the Insured’s offices or
premises covered hereunder whom the Insured compensates directly by salary or commissions
and whom the Insured has the right to direct and control while performing services for
the Insured; |
| (2) | an
attorney retained by the Insured and an employee of such attorney while either is performing
legal services for the Insured; |
| (3) | a
person provided by an employment contractor to perform employee duties for the Insured
under the Insured’s supervision at any of the Insured’s offices or premises
covered hereunder, and a guest student pursuing studies or duties in any of said offices
or premises; |
| (4) | an
employee of an institution merged or consolidated with the Insured prior to the effective
date of this bond; |
| (5) | each
natural person, partnership or corporation authorized by the Insured to perform services
as data processor of checks or other accounting records of the Insured (not including
preparation or modification of computer software or programs), herein called Processor.
(Each such Processor, and the partners, officers and employees of such Processor shall,
collectively, be deemed to be one Employee for all the |
purposes
of this bond, excepting, however, the second paragraph of Section 12. A Federal Reserve Bank or clearing house shall not be construed
to be a processor.); and
| (6) | a
Partner of the Insured, unless not covered as stated in Item 4 of the Declarations. |
(f) Evidence
of Debt means an instrument, including a Negotiable Instrument, executed by a customer of the Insured and held by the Insured
which in the regular course of business is treated as evidencing the customer’s debt to the Insured.
(g) Financial
Interest in the Insured of the Insured’s general partner(s), or limited partner(s), committing dishonest or fraudulent acts
covered by this bond or concerned or implicated therein means:
| (1) | as
respects general partner(s) the value of all right, title and interest of such general
partner(s), determined as of the close of business on the date of discovery of loss covered
by this bond, in the aggregate of: |
| (a) | the
“net worth” of the Insured, which for the purposes of this bond, shall be
deemed to be the excess of its total assets over its total liabilities, without adjustment
to give effect to loss covered by this bond, (except that credit balances and equities
in proprietary accounts of the Insured, which shall include capital accounts of partners,
investment and trading accounts of the Insured, participations of the Insured in joint
accounts, and accounts of partners which are covered by agreements providing for the
inclusion of equities therein as partnership property, shall not be considered as liabilities)
with securities, spot commodities, commodity future contracts in such proprietary accounts
and all other assets marked to market or fair value and with adjustment for profits and
losses at the market of contractual commitments for such proprietary accounts of the
Insured; and |
| (b) | the
value of all other Money, securities and property belonging to such general partner(s),
or in which such general partner(s) have a pecuniary interest, held by or in the custody
of and legally available to the Insured as set-off against loss covered by this bond; |
provided,
however, that if such “net worth” adjusted to give effect to loss covered by this bond and such value of all other
Money, securities and property as set forth in (g)(1)(b) preceding, plus the amount of coverage afforded by this bond on account
of such loss, is not sufficient to enable the Insured to
meet its obligations, including its obligations to its partners other than to such general partner(s), then the Financial Interest
in the Insured, as above defined, of such general partner(s) shall be reduced in an amount necessary, or eliminated if need be,
in order to enable the Insured upon payment of loss under this bond to meet such obligations, to the extent that such payment
will enable the Insured to meet such obligations, without any benefit accruing to such general partner(s) from such payment; and
TSB 5062b 1087 |
Copyright,
The Surety Association of America, 1987 |
Page 4
of 7 |
| (2) | as
respects limited partners the value of such limited partner’s(’) investment
in the Insured. |
(h) Forgery
means the signing of the name of another person or organization with intent to deceive; it does not mean a signature which consists
in whole or in part of one’s own name signed with or without authority, in any capacity, for any purpose.
(i) 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.
(j) 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.
(k) Letter
of Credit means an engagement in writing by a bank or other person made at the request of a customer that the bank or other person
will honor drafts or other demands for payment upon compliance with the conditions specified in the Letter of Credit.
(l) Money
means a medium of exchange in current use authorized or adopted by a domestic or foreign government as a part of its currency.
| (m) | Negotiable
Instrument means any writing |
| (1) | signed
by the maker or drawer; and |
| (2) | containing
any 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; and |
| (3) | is
payable on demand or at a definite time; and |
| (4) | is
payable to order or bearer. |
| (n) | Partner
means a natural person who |
| (1) | is
a general partner of the Insured, or |
| (2) | is
a limited partner and an Employee (as defined in Section 1(e)(1) of the bond) of the
Insured. |
(o) Property
means Money, Certificated Securities, Uncertificated Securities of any Federal Reserve Bank of the United States, 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 recorded in writing or electronically,
gems, jewelry, precious metals of all kinds and in any form, and tangible items of personal property which are not herein before
enumerated.
(p) 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 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. |
(q) Transportation
Company means any organization which provides its own or leased vehicles for transportation or which provides freight forwarding
or air express services.
(r) Uncertificated
Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the
issuer, which is:
| (1) | not
represented by an instrument and the transfer of which is registered upon books maintained
for that purpose by or on behalf of the issuer; |
| (2) | of
a type commonly dealt in on securities exchanges or markets; and |
| (3) |
either one of a class or series or by its terms divisible into a class or series of shares,
participations, interests or obligations. |
(s) Withdrawal
Order means a non-negotiable instrument, other than an Instruction, signed by a customer of the Insured authorizing the Insured
to debit the customer’s account in the amount of funds stated therein.
EXCLUSIONS
Section
2. This bond does not cover:
(a) loss
resulting directly or indirectly from forgery or alteration, except when covered under Insuring Agreements (A), (D), or (E);
(b) loss
due to riot or civil commotion outside the United States of America and Canada; or loss due to military, naval or usurped power,
war or insurrection 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 riot, civil commotion, military, naval or usurped power, war or insurrection
on the part of any person acting for the Insured in initiating such transit;
(c) loss
resulting directly or indirectly from the effects of nuclear fission or fusion or radioactivity; provided, however, that this
paragraph shall not apply to loss resulting from industrial uses of nuclear energy;
(d) loss
resulting from any act or acts of any person who is a member of the Board of Directors of the Insured or a member of any equivalent
body by whatsoever name known unless such person is also an Employee or an elected official of the Insured in some other capacity,
nor, in any event, loss resulting from the act or acts of any person while acting in the capacity of a member of such Board or
equivalent body;
(e) loss
resulting directly or indirectly from the complete or partial nonpayment 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 Agreements (A), (D) or
(E);
| (f) | 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 which caused
the said loss involved fraudulent or dishonest conduct which would have caused a loss to the Insured in a similar amount in the
absence of such laws, rules or regulations;
(g) 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, funds or Property of the Insured held by it in any capacity, except when covered under
Insuring Agreements (A) or (B)(1)(a);
(h) loss
caused by an Employee, except when covered under Insuring Agreement (A) or when covered under Insuring Agreement (B) or (C) and
resulting directly from misplacement, mysterious unexplainable disappearance or destruction of or damage to Property;
(i) loss
resulting directly or indirectly from transactions in a customer’s account, whether authorized or unauthorized, except the
unlawful withdrawal and conversion of Money, securities or precious metals, directly from a customer’s account by an Employee
provided such unlawful withdrawal and conversion is covered under Insuring Agreement (A);
(j) damages
resulting from any civil, criminal or other legal proceeding in which the Insured is alleged 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
which result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this exclusion, “racketeering
activity” is defined in 18 United States Code 1961 et seq., as amended;
(k) 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, or |
| (2) | in
gaining access to automated mechanical devices which, on behalf of the Insured, disburse
Money, accept deposits, cash checks, drafts or similar written instruments or make credit
card loans, or |
| (3) | in
gaining access to point of sale terminals, customer-bank communication terminals, or
similar electronic terminals of electronic funds transfer systems, |
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);
(l) loss
involving automated mechanical devices which, on behalf of the Insured, disburse Money, accept deposits, cash checks, drafts or
similar written instruments or make credit card loans, except when covered under Insuring Agreement (A);
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(m) loss
through the surrender of Property away from an office of the Insured as a result of a threat
| (1) | to
do bodily harm to any person, except loss of Property in transit in the custody of any
person acting as 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, except when covered under Insuring Agreement (A);
(n) loss
resulting directly or indirectly from payments made or withdrawals from a depositor’s or customer’s account involving
erroneous credits to such account, unless such payments or withdrawals are physically received by such depositor or customer or
representative of such depositor or customer who is within the office of the Insured at the time of such payment or withdrawal,
or except when covered under Insuring Agreement (A);
(o) loss
involving items of deposit which are not finally paid for any reason, including but not limited to Forgery or any other fraud,
except when covered under Insuring Agreement (A);
(p) loss
resulting directly or indirectly from counterfeiting, except when covered under Insuring Agreements (A), (E) or (F);
(q) loss
of any tangible item of personal property which is not specifically enumerated in the paragraph defining Property if such property
is specifically insured by other insurance of any kind and in any amount obtained by the Insured, and in any event, loss of such
property occurring more than 60 days after the Insured takes possession of such property, except when covered under Insuring Agreements
(A) or (B)(2);
| (r) | loss
of Property while |
| (2) | in
the custody of any Transportation Company, unless covered under Insuring Agreement (C), |
except
when covered under Insuring Agreement (A);
(s) potential
income, including but not limited to interest and dividends, not realized by the Insured or by any customer of the Insured;
(t) damages
of any type for which the Insured is legally liable, except compensatory damages, but not multiples thereof, arising directly
from a loss covered under this bond;
| (u) | all
fees, costs and expenses incurred by the Insured |
| (1) | in
establishing the existence of or amount of loss covered under this bond, or |
| (2) | as
a party to any legal proceeding whether or not such legal proceeding exposes the Insured
to loss covered by this bond; |
| (v) | indirect
or consequential loss of any nature; |
(w) 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);
(x) loss
resulting directly or indirectly from any dishonest or fraudulent act or acts committed by any non-Employee who is a securities,
commodities, money, mortgage, real estate, loan, insurance, property management, investment banking broker, agent or other representative
of the same general character;
(y) loss
caused directly or indirectly by a Partner of the Insured unless the amount of such loss exceeds the Financial Interest in the
Insured of such Partner and the Deductible Amount applicable to this bond, and then for the excess only;
(z) loss
resulting directly or indirectly from any actual or alleged representation, advice, warranty or guarantee as to the performance
of any investments;
(aa) loss
due to liability imposed upon the Insured as a result of the unlawful disclosure of non-public material information by the Insured
or any Employee, or as a result of any Employee acting upon such information, whether authorized or unauthorized.
DISCOVERY
Section
3. This bond applies to loss discovered by the Insured during the Bond Period. Discovery occurs when the Insured first becomes
aware of facts which 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 the Insured receives notice of an actual or potential claim in which it is alleged that the Insured is liable
to a third party under circumstances which, if true, would constitute a loss under this bond.
LIMIT
OF LIABILITY
Section
4.
Aggregate
Limit of Liability
The
Underwriter’s total liability for all losses discovered during the Bond Period shown in Item 2 of the Declarations shall
not exceed the Aggregate Limit of Liability shown in Item 3 of the Declarations. The Aggregate Limit of Liability shall be reduced
by the amount of any payment made under the terms of this bond.
Upon
exhaustion of the Aggregate Limit of Liability by such payments:
| (a) |
The Underwriter shall have no further liability for loss or losses regardless of when
discovered and whether or not previously reported to the Underwriter, and |
| (b) | The
Underwriter shall have no obligation under General Agreement F to continue the defense
of the Insured, and upon notice by the Underwriter to the Insured that the Aggregate
Limit of Liability has been exhausted, the Insured shall assume all responsibility for
its defense at its own cost. |
The
Aggregate Limit of Liability shall not be increased or reinstated by any recovery made and applied in accordance with subsections
(a), (b) and (c) of Section 7. In the event that a loss of Property is settled by the Underwriter through the use of a lost
instrument bond, such loss shall not reduce the Aggregate Limit of Liability.
Single
Loss Limit of Liability
Subject
to the Aggregate Limit of Liability, the Underwriter’s liability for each Single Loss shall not exceed the applicable Single
Loss Limit of Liability shown in Item 4 of the Declarations. If a Single Loss is covered under more than one Insuring Agreement
or Coverage, the maximum payable shall not exceed the largest applicable Single Loss Limit of Liability.
Single
Loss Defined
Single
Loss means all covered loss, including court costs and attorneys’ fees incurred by the Underwriter under General Agreement
F, resulting from
| (a) | any
one act or series of related acts of burglary, robbery or attempt thereat, in which no
Employee is implicated, or |
| (b) | 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, or |
| (c) | all
acts or omissions other than those specified in (a) and (b) preceding, caused by any
person (whether an Employee or not) or in which such person is implicated, or |
| (d) | any
one casualty or event not specified in (a), (b) or (c) preceding. |
NOTICE/PROOF—LEGAL
PROCEEDINGS
AGAINST
UNDERWRITER
Section
5.
(a) At
the earliest practicable moment, not to exceed 30 days, after discovery of loss, the Insured shall give the Underwriter notice
thereof.
(b) Within
6 months after such discovery, the Insured shall furnish to the Underwriter proof of loss, duly sworn to, with full particulars.
(c) Lost
Certificated Securities listed in a proof of loss shall be identified by certificate or bond numbers if such securities were issued
therewith.
(d) Legal
proceedings for the recovery of any loss hereunder shall not be brought prior to the expiration of 60 days after the original
proof of loss is filed with the Underwriter or after the expiration of 24 months from the discovery of such loss.
(e) If
any limitation embodied in this bond is prohibited by any law controlling the construction hereof, such limitation shall be deemed
to be amended so as to equal the minimum period of limitation provided by such law.
(f) This
bond affords coverage only in favor of the Insured. No suit, action or legal proceedings shall be brought hereunder by any one
other than the named Insured.
VALUATION
Section
6. Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of the country in which
the loss was sustained or in the United States of America dollar equivalent thereof determined at the rate of exchange at the
time of payment of such loss.
Securities
The
Underwriter shall settle in kind its liability under this bond on account of a loss of any securities or, at the option of the
Insured, shall pay to the Insured the cost of replacing such securities, determined by the market value thereof at the time of
such settlement. However, if prior to such settlement the Insured shall be compelled by the demands of a third party or by market
rules to purchase equivalent securities, and gives written notification of this to the Underwriter, the cost incurred by the Insured
shall be taken as the value of those securities. In case of a loss of subscription, conversion or redemption privileges through
the misplacement or loss of securities, the amount of such loss shall 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 shall be determined by agreement or arbitration.
If
the applicable coverage of this bond is subject to a Deductible Amount and/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 Underwriter 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.
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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 Underwriter shall
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 which shall have
been furnished by the Insured in order to reproduce such books and other records.
Property
other than Money, Securities or Records
In
case of loss of, or damage to, any Property other than Money, securities, books of account or other records, or damage covered
under Insuring Agreement (B)(2), the Underwriter shall not be liable for more than the actual cash value of such Property, or
of items covered under Insuring Agreement (B)(2). The Underwriter may, at its election, pay the actual cash value of, replace
or repair such property. Disagreement between the Underwriter and the Insured as to the cash value or as to the adequacy of repair
or replacement shall be resolved by arbitration.
Set-Off
Any
loss covered under this bond shall be reduced by a set-off consisting of any amount owed to the Employee causing the loss if such
loss is covered under Insuring Agreement (A)
ASSIGNMENT—
SUBROGATION— RECOVERY— COOPERATION
Section
7.
(a) In
the event of payment under this bond, the Insured shall deliver, if so requested by the Underwriter, an assignment of such of
the Insured’s rights, title and interest and causes of action as it has against any person or entity to the extent of the
loss payment.
(b) In
the event of payment under this bond, the Underwriter shall be subrogated to all of the Insured’s rights of recovery therefor
against any person or entity to the extent of such payment.
(c) Recoveries,
whether effected by the Underwriter or by the Insured, shall be applied net of the expense of such recovery first to the satisfaction
of the Insured’s loss which would otherwise have been paid but for the fact that it is in excess of either the Single or
Aggregate Limit of Liability, secondly, to the Underwriter as reimbursement of amounts paid in settlement of the Insured’s
claim, and thirdly, to the Insured in satisfaction of any Deductible Amount. Recovery on account of loss of securities as set
forth in the second paragraph of Section 6 or recovery from reinsurance and/or indemnity of the Underwriter shall not be deemed
a recovery as used herein.
(d) Upon
the Underwriter’s request and at reasonable times and places designated by the Underwriter the Insured shall
| (1) | submit
to examination by the Underwriter and subscribe to the same under oath; and |
| (2) | produce
for the Underwriter’s examination all pertinent records; and |
| (3) | cooperate
with the Underwriter in all matters pertaining to the loss. |
(e) The
Insured shall execute all papers and render assistance to secure to the Underwriter the rights and causes of action provided for
herein. The Insured shall do nothing after discovery of loss to prejudice such rights or causes of action.
LIMIT
OF LIABILITY UNDER THIS BOND AND PRIOR INSURANCE
Section
8. With respect to any loss set forth in sub-section (c) of Section 4 of this bond which is recoverable or recovered in whole
or in part under any other bonds or policies issued by the Underwriter to the Insured or to any predecessor in interest of the
Insured and terminated or canceled 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 Underwriter under this bond and under such other bonds or policies
shall 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 Underwriter and terminated, canceled or allowed to expire, the Underwriter, with respect to any loss sustained
prior to such termination, cancelation or expiration and discovered within the period permitted under such other bond or policy
for the discovery of loss thereunder, shall 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.
OTHER
INSURANCE OR INDEMNITY
Section
9. Coverage afforded hereunder shall apply only as excess over any valid and collectible insurance or indemnity obtained by the
Insured, or by one other than the Insured on Property subject to exclusion (q) or by a Transportation Company, or by another entity
on whose premises the loss occurred or which employed the person causing the loss or the messenger conveying the Property involved.
OWNERSHIP
Section
10. This bond shall apply to loss of Property (1) owned by the Insured, (2) held by the Insured in any capacity, or (3) for which
the Insured is legally liable. This bond shall be for the sole use and benefit of the Insured named in the Declarations.
DEDUCTIBLE
AMOUNT
Section
11. The Underwriter shall be liable hereunder only for the amount by which any single loss, as defined in Section 4, exceeds the
Single Loss Deductible amount for the Insuring Agreement or Coverage applicable to such loss, subject to the Aggregate Limit of
Liability and the applicable Single Loss Limit of Liability.
The
Insured shall, in the time and in the manner prescribed in this bond, give the Underwriter notice of any loss of the kind covered
by the terms of this bond, whether or not the Underwriter is liable therefor, and upon the request of the Underwriter shall file
with it a brief statement giving the particulars concerning such loss.
TERMINATION
OR CANCELATION
Section
12. This bond terminates as an entirety upon occurrence of any of the following:—(a) 60 days after the receipt by the Insured
of a written notice from the Underwriter of its desire to cancel this bond, or (b) immediately upon the receipt by the Underwriter
of a written notice from the Insured of its desire to cancel this bond, or (c) immediately upon the taking over of the Insured
by a receiver or other liquidator or by State or Federal officials, or (d) immediately upon the taking over of the Insured by
another institution, or (e) immediately upon exhaustion of the Aggregate Limit of Liability, or (f) immediately upon expiration
of the Bond Period as set forth in Item 2 of the Declarations.
This
bond terminates as to any Employee or any partner, officer or employee of any Processor—(a) as soon as any Insured, or any
director or officer not in collusion with such person, learns of any dishonest or fraudulent act 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, or (b) 15 days after the receipt by the Insured of a written notice from the Underwriter of its desire to cancel
this bond as to such person.
Termination
of the bond as to any Insured terminates liability for any loss sustained by such Insured which is discovered after the effective
date of such termination.
In
witness whereof, the Underwriter has caused this bond to be executed on the Declarations page.
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| FINANCIAL
INSTITUTION BOND |
SIGNATURE
PAGE
IN
WITNESS WHEREOF, the Insurer has caused this policy to be issued by affixing hereto the facsimile signatures of its President
and Secretary.
|
|
|
|
|
|
Secretary |
|
President |
|
|
|
Andrew Weissert,
Secretary |
|
Carlton W. Maner,
President |
AXIS 102AIC 0615 |
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|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
1 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AUDIT EXPENSE INSURING AGREEMENT RIDER
AUDIT EXPENSE INSURING AGREEMENT COVERAGE SCHEDULE |
Audit Expense Insuring Agreement |
Audit Expense Insuring Agreement |
Single Loss Limit of Liability |
Single Loss Deductible |
$50,000 |
$5,000 |
Information in the above schedule may also appear on the
Declarations.
It is agreed that:
| A. | The INSURING AGREEMENTS section is amended by the
addition of the following new Insuring Agreement: |
AUDIT EXPENSE
Reasonable expenses incurred
by the Insured for that part of the cost of audits or examinations required by any governmental regulatory authority to be conducted
either by such authority or by an independent accountant by reason of the discovery of loss under Insuring Agreement (A) FIDELITY.
| B. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Audit Expense
Insuring Agreement are as set forth in the Declarations or in the above schedule. Such limit shall be part of, and not in addition
to, the Single Loss Limit of Liability for Insuring Agreement (A) FIDELITY set forth in the Declarations. |
| C. | Paragraph (1) of Exclusion (u) shall not apply to the Audit Expense Insuring Agreement. |
All other provisions of the bond remain unchanged.
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|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
2 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
CLAIM EXPENSE INSURING AGREEMENT RIDER
CLAIM EXPENSE INSURING AGREEMENT COVERAGE SCHEDULE |
Claim Expense Insuring Agreement |
Claim Expense Insuring Agreement |
Single Loss Limit of Liability |
Single Loss Deductible |
$10,000 |
$5,000 |
Information in the above schedule may also appear on the
Declarations.
It is agreed that:
| A. | The INSURING AGREEMENTS section is amended by the
addition of the following new Insuring Agreement: |
CLAIM EXPENSE
Reasonable expenses necessarily
incurred and paid by the Insured in preparing any valid claim for loss covered under this bond.
| B. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Claim Expense
Insuring Agreement are as set forth in the Declarations or in the above schedule. Such limit shall be part of, and not in addition
to, the Single Loss Limit of Liability for the Insuring Agreement applicable to the loss that is the subject of the valid claim
as set forth in the Claim Expense Insuring Agreement. |
| C. | Paragraph (1) of Exclusion (u) shall not apply to the Claim Expense Insuring Agreement. |
All other provisions of the bond remain unchanged.
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|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
3 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND RACKETEERING EXCLUSION RIDER
It is agreed that Exclusion 2(j) of the EXCLUSIONS section is
replaced with the following:
damages resulting from any
civil, criminal or other legal proceeding in which the Insured 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 which
result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this Exclusion, “racketeering
activity” is defined in 18 United States Code 1961 et seq., as amended;
All other provisions of the bond remain unchanged.
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|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
4 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND FIDELITY INSURING AGREEMENT TO INCLUDE LARCENY
AND EMBEZZLEMENT RIDER
It is agreed that:
| A. | Insuring Agreement (A) FIDELITY is replaced with the
following: |
Loss resulting directly from
dishonest or fraudulent acts, including Larceny or Embezzlement, committed by an Employee acting alone or in collusion with others.
Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent:
| (1) | to cause the Insured to sustain such loss; and |
| (2) | to obtain an improper financial benefit for the Employee or another person or entity. |
Notwithstanding the foregoing,
however, it is agreed that with regard to Loans and/or Trading, this bond covers only loss resulting directly from dishonest or
fraudulent acts committed by an Employee with the intent to cause the Insured to sustain such loss and which results in a financial
benefit for the Employee.
As used in this Insuring Agreement,
financial benefit does not include any employee benefits earned in the normal course of employment, including salaries, commissions,
fees, bonuses, promotions, awards, profit sharing or pensions.
The term Loans, as used in this
Insuring Agreement, 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.
The term Trading, as used in
this Insuring Agreement, means trading or other dealing in securities, commodities, futures, options, swaps, foreign or Federal
Funds, currencies, foreign exchange and the like.
| B. | Solely with respect to the coverage provided by this Rider, the term Larceny and Embezzlement shall
have the same meaning set forth in Section 37 of The Investment Company Act of 1940. |
All other provisions of the bond remain unchanged.
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|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
5 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND REPRESENTATION OF INSURED RIDER
It is agreed that the second paragraph
of the REPRESENTATION OF INSURED section of the GENERAL AGREEMENTS is replaced with the following:
Any intentional misrepresentation, omission, concealment,
or incorrect statement in the application or otherwise, shall be grounds for the rescission of this bond.
All other provisions of the bond remain unchanged.
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|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
6 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND VALUATION RIDER
It is agreed that the paragraph in the
VALUATION condition addressing loss of Money, or loss payable in Money, is replaced with the following:
Any loss of Money, or loss payable
in Money, shall be paid, at the option of the Insured, in the Money of the country in which the loss was sustained or in the United
States of America dollar equivalent thereof determined at the rate of exchange published in The Wall Street Journal on the
day immediately preceding the date the loss was discovered.
All other provisions of the bond remain unchanged.
AXIS 1012170 0119 |
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Page 1 of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
7 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND COUNTERFEIT CURRENCY OR MONEY INSURING AGREEMENT
RIDER
It is agreed that Insuring Agreement (F)
COUNTERFEIT CURRENCY or COUNTERFEIT MONEY, as applicable, is replaced with the following:
Loss resulting directly from the receipt by the Insured,
in good faith, of any Counterfeit Money of the United States of America, Canada, or any other country.
All other provisions of the bond remain unchanged.
AXIS 1012171 0119 |
Includes copyright material of The Surety Association of America |
Page 1 of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
8 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
UNAUTHORIZED SIGNATURES
INSURING AGREEMENT RIDER
UNAUTHORIZED SIGNATURES INSURING AGREEMENT COVERAGE SCHEDULE |
Unauthorized Signatures Insuring Agreement |
Unauthorized Signatures Insuring Agreement |
Single Loss Limit of Liability |
Single Loss Deductible |
$50,000 |
$5,000 |
Information in the above schedule may also appear on the
Declarations.
It is agreed that:
| A. | The Section entitled INSURING AGREEMENTS is
amended by the addition of the following Insuring Agreement: |
UNAUTHORIZED SIGNATURES
Loss resulting directly from
the Insured having in good faith and in the ordinary course of business accepted from, paid to, or cashed for a person present
on the premises of the Insured, any check, withdrawal order or draft, made or drawn on a customer’s account, which bears
the signature or endorsement of one other than a person whose name and signature is on the application on file with the Insured
as a signatory on such account.
It shall be a condition precedent
to the Insured’s right of recovery under this Insuring Agreement that the Insured shall have on file signatures of all persons
who are authorized signatories on such account; and the Insured must maintain written instructions outlining the acceptance.
| B. | The Section entitled CONDITIONS AND LIMITATIONS, the Section entitled EXCLUSIONS is amended
as follows: |
| 1. | Solely with respect to the coverage provided by this Rider, the following is added:
This bond does not cover: |
loss of the type or kind covered
by any other Insuring Agreement provided in this financial institution bond, regardless of any deductible amount or limit of liability;
| 2. | The following exclusion is added:
This bond does not cover: |
loss resulting directly or indirectly
from the Insured having accepted from, paid to or cashed for a person present on the premises of the Insured, any check, withdrawal
order or draft, made or drawn on a customer’s account, except when covered under the Unauthorized Signatures Insuring Agreement;
| C. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Unauthorized Signatures
Insuring Agreement are as set forth in the Declarations or in the above schedule. |
All other provisions of the bond remain unchanged.
AXIS 1012176 0622 |
Includes copyright material of The Surety Association of America |
Page 1 of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
9 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
PROTECTED INFORMATION EXCLUSION RIDER
It is agreed that this bond shall not apply
to any loss resulting directly or indirectly from the: (i) theft, disappearance, or destruction of; (ii) unauthorized use or disclosure
of; (iii) unauthorized access to; or (iv) failure to protect any:
| A. | confidential or non-public; or |
| B. | personal or personally identifiable; |
information that any person or entity has
a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard; provided that this shall not
apply to the extent that any unauthorized use or disclosure of a password enables a theft by an Employee of the Insured of tangible
Property of the Insured or tangible Property that the Insured is holding for a third party.
Theft of tangible Property does not include
the use of confidential or non-public information or personal or personally identifiable information to enable the theft of or
disclosure of information.
All other provisions of the bond remain unchanged.
AXIS 1012180 0119 |
Includes copyright material of The Surety Association of America |
Page 1 of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
10 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
NOTICE OF LOSS BY E-MAIL RIDER
It is agreed that the CONDITIONS AND
LIMITATIONS, Section 5. NOTICE/PROOF – LEGAL PROCEEDINGS AGAINST UNDERWRITER, paragraph (a), is amended by the addition
of the following:
The Insured may provide the Underwriter with such
notice of loss by e-mail to the e-mail address set forth below. The date of the Underwriter’s receipt of such e-mailed notice
shall constitute the date of notice.
Alternatively, the Insured may provide notice of
loss to the Underwriter by mailing or faxing such notice to the address or fax number set forth below.
All notices must reference the Bond No. of this bond.
AXIS Insurance
Claims Department
P.O. Box 4470
Alpharetta, GA 30023-4470
Email: USFNOL@axiscapital.com
Phone (Toll-Free):
(866) 259-5435
Phone: (678) 746-9000
Fax: (866) 770-5629
All other provisions of the bond remain unchanged.
AXIS 1012189 0119 |
Includes copyright material of The Surety Association of America |
Page 1 of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
11 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
CHANGE OF OWNERSHIP OR CONTROL NOTICE RIDER
It is agreed that the GENERAL AGREEMENTS,
CHANGE OF OWNERSHIP – NOTICE or CHANGE OF CONTROL – NOTICE, as applicable, is replaced with the following:
When the Insured learns of a
change in ownership by a single stockholder, partner or member, or by a group of affiliated stockholders, partners, or members,
of more than 10% of its voting stock or total ownership interest, or of the voting stock or total ownership interest of a holding
company or parent corporation which itself owns or controls the Insured, it shall give written notice to the Underwriter, as soon
as practicable but not later than within 30 days of learning of such change in ownership. Failure to give the required notice shall
result in termination of coverage for any loss involving a transferee of such stock or ownership interest, to be effective upon
the date of the stock transfer or transfer of ownership interest.
As used in this General Agreement,
control shall have the meaning set forth in Section 2(a)(9) of the Investment Company Act of 1940, and means the power to exercise
a controlling influence over the management or policies of a company, unless such power is solely the result of an official position
with such company. A change in ownership of voting securities of a company which results in direct or indirect ownership by a securities
holder or an affiliated group of securities holders of more than 25% of such voting securities shall be presumed to result in a
change in control for the purpose of giving the required notice.
All other provisions of the bond remain unchanged.
AXIS 1012191 0119 |
Includes copyright material of The Surety Association of America |
Page 1 of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
12 |
12:01 a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
CUSTOMER FUNDS
TRANSFER FRAUD INSURING AGREEMENT
WITH CALL BACK
FOR TRANSFERS IN EXCESS OF THE DEDUCTIBLE RIDER
CUSTOMER FUNDS TRANSFER FRAUD INSURING AGREEMENT COVERAGE SCHEDULE |
Customer Funds Transfer Fraud |
Customer Funds Transfer Fraud |
Insuring Agreement Single Loss Limit of Liability |
Insuring Agreement Single Loss Deductible |
$1,900,000 |
$5,000 |
Information in the above schedule may also appear on the
Declarations.
It is agreed that:
| A. | The INSURING AGREEMENTS section is amended by the
addition of the following new Insuring Agreement: |
CUSTOMER FUNDS TRANSFER FRAUD
Loss resulting directly from
the Insured having, in good faith, transferred a Customer’s Money on deposit in an account or Securities to a person or account
outside the Customer’s control, in reliance on a fraudulent telephone, telefacsimile, text message or e-mail instruction
to the Insured directing such transfer from the Customer’s account, which instruction purports and reasonably appears to
have originated from an Authorized Transfer Agent, but which, in fact, was issued without the Customer’s knowledge or consent
by someone other than an Authorized Transfer Agent, subject to the following conditions precedent:
| (1) | The instruction included the Customer’s password and PIN and any other security codes required
by the Insured’s written agreement with such Customer (“Verified Instruction”). |
| (2) | The sender of the instruction was not, in fact, such Customer, was not authorized to act on behalf
of such Customer, and was not an Employee. |
| (3) | The instruction was received by an Employee specifically authorized by the Insured to receive and
act upon such instructions. |
| (4) | For any transfer exceeding the amount of the Customer Funds Transfer Fraud Insuring Agreement Single
Loss Deductible, the Insured verified the instruction via a call back to a predetermined telephone number set forth in the Insured’s
written agreement with such Customer, or by other verification procedures approved in writing by the Underwriter (“Security
Measure”). |
| (5) | The Insured preserved a contemporaneous record of the Verified Instruction and any Security Measure
and furnishes both to the Insurer, along with a copy of the Insured’s written agreement with the Customer, in the Proof of
Loss. |
| (6) | The Insured asserts any available claims, offsets or defenses against the Customer, any financial
institution, any fund administrator or any other party to the transaction. |
| B. | The applicable Single Loss Limit of Liability and Single Loss Deductible for the Customer Funds
Transfer Fraud Insuring Agreement are as set forth in the Declarations or in the above schedule. |
| C. | Solely with respect to the coverage provided by this Rider: |
| 1. | The following Definitions are added to the DEFINITIONS section: |
Authorized Transfer Agent means
an employee of the Customer or another financial institution with authority to instruct the Insured to transfer the Customer’s
Money or Certificated Securities.
AXIS 1012198 0322 |
Includes copyright material of The Surety Association of America |
Page 1 of 2 |
|
FINANCIAL
INSTITUTION BOND |
Customer means an entity or natural
person who has a written agreement with the Insured authorizing the Insured to transfer Money on deposit in an account or Certificated
Securities in reliance upon a telephone, telefacsimile, text message or e-mail instruction from an Authorized Transfer Agent.
Securities means Certificated Securities or Uncertificated
Securities.
| 2. | Solely
with respect to bond forms 15 and 24, the following Definition is added to the DEFINITIONS section: |
Uncertificated Security means
a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:
| (1) | not represented by an instrument and the transfer of which is registered upon books maintained
for that purpose by or on behalf of the issuer; |
| (2) | of a type commonly dealt in on securities exchanges or markets; and |
| (3) | either one of a class or series or by its terms divisible into a class or series of shares, participations,
interests or obligations. |
| 3. | The
following Exclusions are added to the EXCLUSIONS section: |
loss of the type or kind covered
by any other Insuring Agreement provided in this financial institution bond, regardless of any deductible amount or limit of liability;
loss resulting directly or indirectly
from a fraudulent instruction if the sender, or anyone acting in collusion with the sender, ever had authorized access to the Customer’s
password, PIN or any other security code;
loss resulting directly or indirectly
from the fraudulent alteration of an instruction to initiate an automated clearing house (ACH) entry, or group of ACH entries,
transmitted as an electronic message, or as an attachment to an electronic message, sent via the Internet unless:
| (1) | each ACH entry was individually verified via the call back procedures without regard to the amount
of the entry; or |
| (2) | the instruction was formatted, encoded or encrypted so that any alteration in the ACH entry or
group of ACH entries would be apparent to the Insured. |
| 3. | All loss or losses involving one natural person or one entity, or one group of natural persons
or entities acting together, shall be a Single Loss without regard to the number of transfers or the number of instructions involved.
A series of losses involving unidentified natural persons or entities but arising from the same method of operation shall be deemed
to involve the same natural person or entity and shall be treated as a Single Loss. |
| D. | The EXCLUSIONS section is amended by the addition of the following Exclusion: |
loss resulting directly or indirectly
from an Insured relying upon and/or acting upon a fraudulent telephone, telefacsimile, text message or e-mail instruction to transfer
Money or Securities except:
| (1) | when covered under the Customer Funds Transfer Fraud
Insuring Agreement; and |
| (2) | this exclusion does not apply to an Employee relying
upon and/or acting upon a Social Engineering Fraud Instruction covered under the Social Engineering Fraud Insuring Agreement provided
under any SOCIAL ENGINEERING FRAUD INSURING AGREEMENT RIDER to the extent attached to this bond. |
D. Exclusion (i) does not apply to loss covered under the Customer
Funds Transfer Fraud Insuring Agreement.
All other provisions of the bond remain unchanged.
AXIS 1012198 0322 |
Includes copyright material of The Surety Association of America |
Page 2 of 2 |
|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
13 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND
OWNERSHIP OR COVERED PROPERTY CONDITION RIDER
It
is agreed that the CONDITIONS AND LIMITATIONS, the OWNERSHIP section or COVERED PROPERTY section, as applicable, is deleted
and replaced with the following:
This
bond shall apply to loss of Property (1) owned by the Insured, (2) held by the Insured in any capacity, or (3) owned and held
by someone else under circumstances which make the Insured responsible for the Property prior to the occurrence of the loss. This
bond shall be for the sole use and benefit of the Insured named in the Declarations.
All
other provisions of the bond remain unchanged.
AXIS 1012199 0119 |
Includes copyright material
of The Surety Association of America |
Page 1 of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
14 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
STOP
PAYMENT ORDER LIABILITY INSURING AGREEMENT RIDER
STOP PAYMENT ORDER LIABILITY INSURING AGREEMENT COVERAGE SCHEDULE |
Stop
Payment Order Liability Insuring Agreement |
Stop
Payment Order Liability Insuring Agreement |
Single
Loss Limit of Liability |
Single
Loss Deductible |
$50,000 |
$5,000 |
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
A.
The Section entitled INSURING AGREEMENTS is amended by the addition of the following new Insuring Agreement:
STOP
PAYMENT ORDER LIABILITY
Loss
resulting directly from the Insured’s legal liability for:
| (1) | compliance
with or failure to comply with a request by a customer of the Insured, or such customer’s
authorized agent, to stop payment on any draft made or drawn upon or against the Insured
by such customer or such customer’s authorized agent; or |
| (2) | refusal
to pay any draft made or drawn upon or against the Insured by a customer of the Insured
or such customer’s authorized agent. |
| B. | The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Stop Payment
Order Liability Insuring Agreement are as set forth in the Declarations or in the above
schedule. |
All
other provisions of the bond remain unchanged.
AXIS 1012200 0119 |
Includes copyright material
of The Surety Association of America |
Page 1
of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
15 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
UNCOLLECTIBLE
ITEMS OF DEPOSIT INSURING AGREEMENT RIDER
UNCOLLECTIBLE
ITEMS OF DEPOSIT INSURING AGREEMENT COVERAGE SCHEDULE |
Uncollectible
Items of Deposit Insuring Agreement |
Uncollectible
Items of Deposit Insuring Agreement |
Single
Loss Limit of Liability |
Single
Loss Deductible |
$50,000 |
$5,000 |
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
| A. | The
Section entitled INSURING AGREEMENTS is amended by the addition of the following Insuring Agreement: |
UNCOLLECTIBLE
ITEMS OF DEPOSIT
Loss
resulting directly from the Insured having, in good faith, credited its customer’s, shareholder’s or subscriber’s
account of any item of deposit which proves to be uncollectible, provided that:
| (1) | the
item was held for a minimum of 5 days before any redemption, withdrawal, dividend payment
or share issuance occurs with respect to that item of deposit; and |
| (2) | there
was a redemption, withdrawal, dividend payment or share issuance with respect to that item of deposit. |
Items of deposit shall
not be deemed uncollectible until the Insured’s collection procedures have failed.
For
the purposes of this Insuring Agreement, Items of Deposit means any one or more checks or drafts drawn upon a financial institution
in the United States of America.
| B. | The
Section entitled CONDITIONS AND LIMITATIONS, the Section entitled EXCLUSIONS is
amended as follows: |
| 1. | Solely
with respect to the coverage provided by this Rider, the following exclusion is added: |
| | |
| | This
bond does not cover: |
loss
of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, regardless of any deductible
amount or limit of liability;
| 2. | The
following exclusion is added: |
| | |
| | This
bond does not cover: |
loss
resulting directly or indirectly from the Insured having, in good faith, credited its customer’s, shareholder’s or
subscriber’s account of any item of deposit which proves to be uncollectible, except when covered under the Uncollectible
Items of Deposit Insuring Agreement;
| C. | The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Uncollectible
Items of Deposit Insuring Agreement are as set forth in the Declarations or in the above
schedule. |
All
other provisions of the bond remain unchanged.
AXIS 1012202 0722 |
Includes copyright material
of The Surety Association of America |
Page 1
of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
16 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND
DEFINITION OF EMPLOYEE TO INCLUDE AFFILIATED PERSONS RIDER
It
is agreed that the CONDITIONS AND LIMITATIONS, the DEFINITIONS section, the Definition of Employee, is amended by the addition
of the following:
Employee
also means a natural person partner, officer or employee of an investment adviser, underwriter (distributor), transfer agent or
shareholder accounting recordkeeper, or administrator for the Insured, but only while performing acts coming within the usual
and customary duties of an officer or employee of the Insured or acting as a member of any committee duly elected or appointed
to examine, audit or have custody of or access to Property of the Insured; provided that the adviser, underwriter, transfer agent,
recordkeeper or administrator is an affiliated person (as defined in Section 2(a) of the Investment Company Act of 1940) of the
Insured.
All
other provisions of the bond remain unchanged.
AXIS 1012203 0119 |
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of The Surety Association of America |
Page 1
of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
17 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AUTOMATIC
INCREASE IN LIMITS FOR INVESTMENT FUNDS RIDER
It
is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled LIMIT OF LIABILITY is amended by the
addition of the following subsection:
Automatic
Increase in Limits for Investment Funds
If
an increase in bonding limits is required pursuant to Rule 17g-1 of the Investment Company Act of 1940 (“Rule 17g-1”),
as amended, due to an increase in asset size of current investment funds covered under this bond, then the minimum increase in
limits required to comply with Rule 17g-1 shall take place automatically without payment of additional premium for the remainder
of the Bond Period; provided, however, that in no event shall the maximum:
| (a) | Single
Loss Limit of Liability for each Single Loss under this bond exceed $380,000; and |
| (b) | amount
of any sublimit for any Single Loss under any Rider attached to this bond exceed 10%
of the amount of such sublimit as shown in such Rider. |
All
other provisions of the bond remain unchanged.
AXIS 1012210 0721 |
Includes copyright material
of The Surety Association of America |
Page 1
of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
18 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AUTOMATIC
COVERAGE FOR NEW INVESTMENT FUNDS RIDER
It
is agreed that:
Notwithstanding
anything to the contrary in the bond, if, after the effective date of this bond, the Insured creates or acquires any new Investment
Fund, then such fund shall be covered under this bond, subject to its terms and conditions, only if:
(a) | the
fair value of all cash, securities, assumed indebtedness and other consideration paid
by the Insured did not exceed 10% of the total consolidated assets of the Insured as
of the date of the Insured’s most recent audited consolidated financial statement
prior to such transaction; and |
(b) | to
the extent that any increase in bonding limits is required pursuant to Rule 17g-1 of
the Investment Company Act of 1940, as amended, the: |
| (i) | Single
Loss Limit of Liability for each Single Loss under this bond shall not exceed $380,000;
and |
| (ii) | amount
of any sublimit for any Single Loss under any Rider attached to this bond shall not exceed
10% of the amount of such sublimit as shown in such Rider; and |
(c) | the
Underwriter, at its sole option upon submission of such information as the Underwriter
may require, payment of any additional premium, and/or amendment of the provisions of
the bond, agrees to provide coverage for such fund. |
There
is no coverage under this bond for any event discovered prior to the effective date of such creation or acquisition.
All other
provisions of the bond remain unchanged.
AXIS 1012211 0721 |
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of The Surety Association of America |
Page 1
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|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
19 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
INVESTMENT
COMPANY NO DEDUCTIBLE RIDER
It
is agreed that the CONDITIONS AND LIMITATIONS are amended as follows:
A.
The DEFINITIONS section is amended by the addition of the following Definition:
Investment
Company means any investment company registered under the Investment Company Act of 1940.
B.
The DEDUCTIBLE AMOUNT section is amended by the addition of the following:
Notwithstanding
the foregoing, there shall be no Deductible Amount applicable to any loss under Insuring Agreement A sustained by any Investment
Company named as an Insured under this bond.
All
other provisions of the bond remain unchanged.
AXIS 1012214 0119 |
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of The Surety Association of America |
Page 1
of 1 |
|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
20 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
SOCIAL
ENGINEERING FRAUD INSURING AGREEMENT WITH OR WITHOUT OFFICIAL AUTHORIZATION RIDER
SOCIAL
ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE |
Social
Engineering Fraud Insuring Agreement
Aggregate Limit of Liability |
$25,000 |
Social
Engineering Fraud Insuring Agreement
Single Loss Limit of Liability |
Social
Engineering Fraud Insuring Agreement
Single
Loss Deductible |
$25,000
without Official Authorization
$25,000
with Official Authorization |
$25,000 |
Social
Engineering Fraud Insuring Agreement
Prior Acts Date |
03/24/2017 |
It
is agreed that:
| A. | The
INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement: |
SOCIAL
ENGINEERING FRAUD
Loss
resulting directly from an Employee having, in good faith, transferred, paid, or delivered Money or Securities from the Insured’s
account to a person or account outside of the Insured’s control, in reliance upon a Social Engineering Fraud Instruction
directing such transfer, payment, or delivery of Money or Securities.
| B. | Solely
with respect to the coverage provided by this Rider, the DEFINITIONS section is amended
by the addition of the following new definitions: |
Authorized
Transfer Agent means:
| (1) | a
director, officer, partner, member, or sole proprietor of the Insured; |
| (2) | an
Employee who is authorized by the Insured to instruct other Employees to transfer, pay
or deliver the Insured’s Money or Securities; or |
| (3) | an
employee of a Vendor authorized by such Vendor and the Insured to direct the Insured’s
Employees to transfer, pay, or deliver the Insured’s Money or Securities in accordance
with the terms of a written agreement between the Vendor and the Insured. |
Official
Authorization means a valid handwritten signature of an actual Employee, or an electronic record of entry and approval into a
wire transfer system, accounting system, or similar system which is capable of maintaining and reproducing an audit trail, which
demonstrates that an actual Employee (other than the Employee actually making the transfer, payment, or delivery) approved a transaction
within their authority. A Forgery is not an Official Authorization. Official Authorization shall not include a typed name in any
form (including but not limited to email, letterhead, or pre-printed material), but shall include electronic reproductions or
handwritten signatures in any form.
Securities
means Certificated Securities or Uncertificated Securities.
Social
Engineering Fraud Instruction means a telephonic, written, or electronic instruction communicated to an Employee by a natural
person purporting to be an Authorized Transfer Agent, or by an individual acting in collusion with such person, for the purpose
of intentionally misleading an Employee to transfer, pay, or deliver the Insured’s Money or Securities, but which instruction
was not actually made by an Authorized Transfer Agent; provided, however, that Social Engineering Fraud Instruction shall not
include any such instruction communicated by an employee of a Vendor who was acting in collusion with any third-party in communicating
such instruction.
AXIS 1012231 0221 |
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Page 1
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|
FINANCIAL
INSTITUTION BOND |
Vendor
means any entity or natural person that provides goods or support services to the Insured pursuant to a written agreement between
the Vendor and the Insured. Vendor does not include any customer, automated clearing house, custodian, financial institution,
administrator, counter-party, or any similar entity.
| C. | Solely
with respect to the coverage provided by this Rider, and solely with respect to bond
forms 15 and 24, the DEFINITIONS section is amended by the addition of the following
new definition: |
Uncertificated
Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the
issuer, which is:
| (1) | not
represented by an instrument and the transfer of which is registered upon books maintained
for that purpose by or on behalf of the issuer; |
| (2) | of
a type commonly dealt in on securities exchanges or markets; and |
| (3) | either
one of a class or series or by its terms divisible into a class or series of shares,
participations, interests or obligations. |
| D. | The
EXCLUSIONS section, Exclusion (h), is deleted in its entirety and replaced by the following: |
| (h) | loss
caused by an Employee, except when covered under: |
| (1) | Insuring
Agreement (A); |
| (2) | Insuring
Agreement (B) or (C) and resulting directly from misplacement, mysterious unexplainable
disappearance, or destruction of or damage to Property; or |
| (3) | the
Social Engineering Fraud Insuring Agreement and resulting directly from unintentional
acts of the Employee. |
| E. | The
EXCLUSIONS section is amended by the addition of the following Exclusion: |
loss
resulting directly or indirectly from an Employee relying upon and/or acting upon a Social Engineering Fraud Instruction, except
when covered under the Social Engineering Fraud Insuring Agreement.
| F. | The
LIMIT OF LIABILITY section is amended by the addition of the following: |
Social
Engineering Fraud Insuring Agreement Single Loss Limit of Liability
with Official Authorization
Subject
to any applicable Aggregate Limit of Liability, the Social Engineering Fraud Insuring Agreement Single Loss Limit of Liability
with Official Authorization set forth in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE shall apply
to each Single Loss covered under the Social Engineering Fraud Insuring Agreement, provided that the following conditions precedent
are satisfied:
| (a) | the
Insured obtained Official Authorization from at least two Employees, one of whom is an
officer of or serves in a supervisory capacity with the Insured, and who was not the
Employee who initially received the Social Engineering Fraud Instruction which was sent
by a person purporting to be an Authorized Transfer Agent; and |
| (b) | such
loss occurred on or after the Social Engineering Fraud Increased Limits Date for Loss
with Official Authorization set forth in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT
COVERAGE SCHEDULE. |
AXIS 1012231 0221 |
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of The Surety Association of America |
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FINANCIAL
INSTITUTION BOND |
Social
Engineering Fraud Insuring Agreement Single Loss Limit of Liability
without Official Authorization
Subject
to any applicable Aggregate Limit of Liability, the Underwriter’s liability for each Single Loss covered under the Social
Engineering Fraud Insuring Agreement shall not exceed the Single Loss Limit of Liability without Official Authorization set forth
in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE if one or both of the conditions precedent described
in the above paragraph are not satisfied.
| G. | The
LIMIT OF LIABILITY section is amended by the addition of the following: |
Social
Engineering Fraud Insuring Agreement Aggregate Limit of Liability
The
Underwriter’s total liability for all losses covered under the Social Engineering Fraud Insuring Agreement and discovered
during the Bond Period shown in Item 2 of the Declarations shall not exceed the Social Engineering Fraud Insuring Agreement Aggregate
Limit of Liability set forth in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE. The Social Engineering
Fraud Insuring Agreement Aggregate Limit of Liability shall be reduced by the amount of any payment made under the terms of the
Social Engineering Fraud Insuring Agreement.
Upon
exhaustion of the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability by such payments:
| (a) | the
Underwriter shall have no further liability for loss or losses under the Social Engineering
Fraud Insuring Agreement regardless of when discovered and whether or not previously
reported to the Underwriter, and |
| (b) | solely
with respect to the Social Engineering Fraud Insuring Agreement, the Underwriter shall have no obligation under General Agreement
F to continue the defense of the Insured, and upon notice by the Underwriter to the Insured that the Social Engineering Fraud
Insuring Agreement Aggregate Limit of Liability has been exhausted, the Insured shall assume all responsibility for its defense
at its own cost. |
The
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability is part of, and not in addition to, the Aggregate Limit
of Liability shown in Item 3 of the Declarations.
The
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall not be increased or reinstated by any recovery
made and applied in accordance with subsections (a), (b) and (c) of Section 7.
| H. | The
Social Engineering Fraud Insuring Agreement does not apply to any loss discovered during
the Bond Period but occurring prior to the Social Engineering Fraud Insuring Agreement
Prior Acts Date set forth in the Coverage Schedule of this Rider. |
All
other provisions of the bond remain unchanged.
AXIS 1012231 0221 |
Includes copyright material
of The Surety Association of America |
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|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
21 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
COMPUTER
SYSTEMS FRAUD INSURING AGREEMENT RIDER
COMPUTER
SYSTEMS FRAUD INSURING AGREEMENT COVERAGE SCHEDULE |
Computer
Systems Fraud |
Computer
Systems Fraud |
Insuring
Agreement Single Loss Limit of Liability |
Insuring
Agreement Single Loss Deductible |
$1,900,000 |
$5,000 |
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
| A. | The
INSURING AGREEMENTS section is amended by the addition of the following Insuring Agreement: |
COMPUTER
SYSTEMS FRAUD
Loss
resulting directly from a fraudulent:
| (1) | entry
of Electronic Data or Computer Program into; or |
| (2) | change
of Electronic Data or Computer Program within; |
any
Computer System operated by the Insured, whether owned or leased; or any Computer System identified in the application for this
bond; or a Computer System first used by the Insured during the Bond Period, as provided by General Agreement B of this bond;
provided
that the entry or change causes:
| (a) | Property
to be transferred, paid, or delivered; |
| (b) | an
account of the Insured, or of its customer, to be added, deleted, debited, or credited;
or |
| (c) | an
unauthorized account or a fictitious account to be debited or credited; |
without
the knowledge or consent of the Insured.
In
this Insuring Agreement, fraudulent entry or change shall include such entry or change made by an Employee of the Insured acting
in good faith on an instruction from a software contractor who has a written agreement with the Insured to design, implement,
or service programs for a Computer System covered by this Insuring Agreement.
| B. | Solely
with respect to the coverage provided by this Rider, the DEFINITIONS section is amended
by the addition of the following definitions: |
Computer
Program means a set of related electronic instructions which direct the operations and functions of a computer or devices connected
to it which enable the computer or devices to receive, process, store, or send Electronic Data.
Computer
System means:
(1)
computers with related peripheral components, including storage components wherever located;
AXIS 1012861 0221 |
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of The Surety Association of America |
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|
FINANCIAL
INSTITUTION BOND |
| (2) | systems
and applications software; |
| (4) | related
communications networks; |
by
which Electronic Data are electronically collected, transmitted, processed, stored, and retrieved.
Electronic
Data means facts or information converted to a form usable in a Computer System by Computer Programs, and which is stored on magnetic
tapes or disks, or optical storage disks, or other bulk media.
| C. | Solely
with respect to the coverage provided by this Rider, the EXCLUSIONS section is amended
by the addition of the following Exclusions: |
loss
of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, including but not limited
to Social Engineering Fraud, regardless of any deductible amount or limit of liability;
loss
resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from
a loss covered by this rider, and such liability would have been be imposed on the Insured regardless of the existence of such
contract;
loss
resulting directly or indirectly from negotiable instruments, securities, documents, or other written instruments which bear a
forged signature, or are counterfeit, altered, or otherwise fraudulent and which are used as source documentation in the preparation
of Electronic Data or manually keyed into a data terminal;
loss
resulting directly or indirectly from:
| (1) | mechanical
failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual
deterioration, electrical disturbance, or electrical surge which affects a Computer System; |
| (2) | failure
or breakdown of Electronic Data processing media; or |
| (3) | error
or omission in programming or processing; |
loss
resulting directly or indirectly from the input of Electronic Data into a Computer System terminal device either on the premises
of a customer of the Insured or under the control of such a customer by a person who had authorized access to the customer's authentication
mechanism;
| D. | Notwithstanding
anything to the contrary with respect to any similar Exclusion set forth in any Protected
Information Exclusion Rider attached to this bond, solely with respect to the coverage
provided by this Rider, the EXCLUSIONS section is amended by the addition of the following
Exclusion: |
loss
resulting directly or indirectly from the: (1) theft, disappearance, or destruction of; (2) unauthorized use or disclosure of;
(3) unauthorized access to; or (4) failure to protect any:
| (a) | confidential
or non-public information; or |
| (b) | personal
or personally identifiable information; |
that
any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard, except
that this shall not apply to the extent that any unauthorized use or disclosure of such information subsequently results in a
direct loss otherwise covered under the Computer Systems Fraud Insuring Agreement.
| E. | The
exclusion below, found in the EXCLUSIONS section of financial institution bonds forms
14, and 25, does not apply to the Computer Systems Fraud Insuring Agreement. |
AXIS 1012861 0221 |
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FINANCIAL
INSTITUTION BOND |
“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);”
| F. | The
Single Loss Defined subsection of the LIMIT OF LIABILITY section is amended by the addition of the following: |
Solely
with respect to the Computer Systems Fraud Insuring Agreement, all loss or series of losses involving the fraudulent acts of one
individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically
identified, shall be treated as a Single Loss and subject to the Single Loss Limit of Liability. A series of losses involving
unidentified individuals but arising from the same method of operation shall be deemed to involve the same individuals and in
that event shall be treated as a Single Loss and subject to the Single Loss Limit of Liability.
| G. | The
applicable Single Loss Limit of Liability and Single Loss Deductible for the Computer
Systems Fraud Insuring Agreement are as set forth in the Declarations or in the above
schedule. |
All
other provisions of the bond remain unchanged.
AXIS 1012861 0221 |
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of The Surety Association of America |
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|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
22 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND
EXCLUSION (M) RIDER
It
is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled EXCLUSIONS, exclusion (m) is replaced
with the following:
| (m) | loss
resulting directly or indirectly from surrender of property as a result of: |
| (2) | payment
of ransom or any extortion-related payment, |
| (3) | threats
of bodily harm to any person, except the custodian of the property, or of damage to the
premises or property of the Insured, or |
| (4) | actual
disappearance, damage, destruction, confiscation, or theft of property intended as a
ransom or extortion payment while held or conveyed by a person duly authorized by the
Insured to have custody of such property, except when resulting from threats of bodily
harm to the custodian of the property as described in (3) above, |
except
when covered under Insuring Agreement (A);
All other provisions of the bond remain unchanged.
AXIS 1012869 0421 |
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of The Surety Association of America |
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|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
23 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
AMEND
DEFINITION OF PROPERTY RIDER
(DOES NOT INCLUDE NON-FUNGIBLE TOKENS)
It
is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled DEFINITIONS, the definition of Property
is amended by the addition of the following:
Notwithstanding
the foregoing, Property does not include non-fungible tokens.
All
other provisions of the bond remain unchanged.
AXIS 1012870 0521 |
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of The Surety Association of America |
Page 1
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|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
24 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
INSURING
AGREEMENT (G) RIDER
INSURING
AGREEMENT (G) COVERAGE SCHEDULE |
Insuring
Agreement (G) |
Insuring
Agreement (G) |
Single
Loss Limit of Liability |
Single
Loss Deductible |
$1,000,000 |
$50,000 |
Information
in the above schedule may also appear on the Declarations.
It
is agreed that:
| 1. | The
attached bond is hereby amended by adding an additional Insuring Agreement as follows: |
(G)
Loss resulting directly from the fact that an issuer of securities, transfer agent, bank, banker or trust company received from
the Insured or the New York Stock Exchange specimen copies of the Insured’s mechanically reproduced facsimile signature
and acted in reliance upon any false, fraudulent or unauthorized reproduction of such facsimile signature, whether such facsimile
signature is the facsimile signature duly adopted by the Insured or is one resembling or purporting to be such facsimile signature,
regardless of by whom or by what means the same may have been imprinted, and whether or not such loss is sustained by reason of
the Insured’s having entered into an agreement to be legally liable when such facsimile signature or one resembling or purporting
to be such facsimile signature is used, provided, however, that
| (a) | such
facsimile signature is used on a document |
| (1) | as
the signature to an assignment or other instrument authorizing or effecting the transfer
of shares of stock, or other registered securities, which may now or at any time hereafter
be registered in the name of the Insured on the books of the association, company or
corporation issuing the same; or |
| (2) | as
the signature to a power of substitution, designating a substitute or substitutes to
make the actual transfer on the books of the issuer of shares of stock, or other registered
securities, in respect of which the Insured may now or at any time hereafter be named
as attorney to effect said transfer, whether said power of substitution is embodied in
an endorsement on the certificate for said shares of stock or other registered security
or in a separate instrument; |
| (b) | the
New York Stock Exchange has not interposed any objections to the use by the Insured of
such facsimile signature and such agreement, if any, was required by the said Exchange
as a condition to its failing to interpose any such objection; and |
| (c) | this
Insuring Agreement (G) shall not apply to any Certificated Securities which are Counterfeit. |
| 2. | Sub-sections
(a) and (e) of Section 2. of the attached bond shall not apply to Insuring Agreement (G). |
| 3. | The
applicable Single Loss Limit of Liability and Single Loss Deductible for Insuring Agreement (G) are as set forth in the Declarations
or in the above schedule. |
All
other provisions of the bond remain unchanged.
SR 5907a 1188 |
Page 1
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|
FINANCIAL
INSTITUTION BOND |
Rider
Number |
Effective
Date of Rider |
Bond
Number |
Premium |
25 |
12:01
a.m. on 03/24/2024 |
P-001-000086928-05 |
N/A |
CRYPTOCURRENCY
EXCLUSION RIDER
It
is agreed that:
| A. | The
attached bond is amended by adding to Section 2. EXCLUSIONS - CONDITIONS AND LIMITATIONS,
the following: |
loss
resulting directly or indirectly from the theft, disappearance or destruction of Cryptocurrency or from the change in value of
Cryptocurrency.
| B. | The
attached bond is amended by adding to the bond CONDITIONS AND LIMITATIONS, Section
1. DEFINITIONS the following: |
Cryptocurrency
means a digital or electronic medium of exchange, operating independently of a central authority, in which encryption techniques
are used to regulate the generation of units and to verify the transfer of such units from one person to another.
All
other provisions of the bond remain unchanged.
APPROVAL
OF FIDELITY BOND AND D&O/E&O INSURANCE COVERAGE
| WHEREAS: | The
Board considered all relevant factors including, but not limited to, the value of the
aggregate assets of the Fund to which any covered person may have access, the type and
terms for the arrangements made for the custody and safekeeping of such assets, and the
nature of the securities in the Fund’s portfolio. |
NOW,
THEREFORE, BE IT:
| RESOLVED: | That
the fidelity bond (the “Bond”) written by AXIS Insurance Company in the aggregate
amount of $1,900,000 is approved and ratified after consideration of all factors deemed
relevant by the Board, including, but not limited to, the value of the aggregate assets
of the Fund to which any covered person may have access, the type and terms of the arrangements
made for the custody and safekeeping of the Fund’s assets and the nature of the
securities in the Fund; and further |
| RESOLVED: | That
the Secretary of the Fund is hereby designated as the officer 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; and further |
| RESOLVED: | That
the form and amount of mutual fund professional and directors and officers’ liability
policy of $10,000,000, as written by Everest National Insurance Company, is approved
and ratified after consideration of all factors deemed relevant by the Board. |
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