Financial
Institution Bond
For Investment Companies
DECLARATIONS |
FEDERAL INSURANCE COMPANY |
|
Incorporated under the laws of Indiana, a stock |
Name of Assured: |
insurance company, herein called the Company |
GENERAL AMERICAN INVESTORS COMPANY INC |
One American Square 202 N Illinois Street, |
Address of Assured: |
Suite 2600 |
530 5TH AVENUE |
Indianapolis, IN 46282 |
NEW YORK, NY 10036 |
Bond Number: J06009360 |
|
|
Item
1. |
Bond Period: |
From: |
June 15, 2023 |
|
|
|
To: |
June 15, 2024 |
|
|
|
|
|
|
|
|
At
12:01 A.M. local time at the Address of Assured. |
Item 2. |
Single Loss Limits
Of Liability – Deductible Amounts: |
INSURING
CLAUSE |
|
SINGLE
LOSS LIMIT OF LIABILITY |
|
DEDUCTIBLE
AMOUNT |
|
|
|
|
|
|
|
|
1. |
Employee |
$ |
2,250,000 |
|
$ |
0 |
|
2. |
On Premises |
$ |
2,250,000 |
|
$ |
25,000 |
|
3. |
In Transit |
$ |
2,250,000 |
|
$ |
25,000 |
|
4. |
Forgery Or Alteration |
$ |
2,250,000 |
|
$ |
25,000 |
|
5. |
Extended Forgery |
|
Not Covered |
|
|
Not Covered |
|
6. |
Counterfeit Money |
$ |
2,250,000 |
|
$ |
25,000 |
|
7. |
Computer System Fraud |
$ |
2,250,000 |
|
$ |
25,000 |
|
8. |
Claims Expense |
$ |
25,000 |
|
$ |
0 |
|
9. |
Audit Expense |
$ |
25,000 |
|
$ |
0 |
|
10. |
Uncollectible Items Of Deposit |
|
Not Covered |
|
|
Not Covered |
|
11. |
Voice Initiated Funds Transfer
Instruction |
|
|
Not Covered |
|
|
Not Covered |
|
PF-52903D
(08/21)
Page
1 of 2
Financial
Institution Bond
For
Investment Companies
IN
WITNESS WHEREOF, the Company has caused this Bond to be signed by its Authorized Officers, but it shall not be valid unless
also signed by a duly authorized representative of the Company.
FEDERAL
INSURANCE COMPANY
|
|
|
Secretary |
|
President |
|
|
|
July 11, 2023 |
|
|
Date |
|
Authorized Representative |
PF-52903D
(08/21)
Page
2 of 2
Important
Notice
The
SEC Requires Proof of Your Fidelity Insurance Policy
Your
company is now required to file an electronic copy of your fidelity insurance coverage (Chubb’s ICAP Bond policy) to the
Securities and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.
Chubb
is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how
to submit this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker
shortly.
The
electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage
as set forth in the paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same
as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.
If
you have any questions, please contact your agent or broker.
14-02-12160
(08/19)
Page
1 of 1
Notice
of Loss Control Services
Insuring
Company: Federal Insurance Company
As
a Chubb policyholder, you have loss prevention information and/or services available to you, as listed in this Notice. You may
order any brochure by email to formsordering@chubb.com and to view our full suite of loss prevention brochures/services go to
www.chubb.com/us/fl-lossprevention
Directors
and Officers (D&O) Liability Loss Prevention Services
| ● | Directors
and Officers Liability Loss Prevention Manuals: |
Directors
and Officers Liability Loss Preventions – #14-01-0035
Directors
and Officers Securities Litigation Loss Preventions – #14-01-0448
Director
Liability Loss Prevention in Mergers and Acquisitions – #14-01-1099
Directors
and Officers Liability Loss Prevention for Not-for-Profit- -#14-01-0036
Cyber
Loss Mitigation for Directors -#14-01-1199
Employment
Practices Liability (EPL) Loss Prevention Services
Have
a question on how to handle an employment situation? Simply call 1.888.249.8425 to access the nationally known
employment law firm of Jackson Lewis P.C. We offer customers an unlimited number of calls to the hot line at no additional
charge.
ChubbWorks.com is
a web-based platform that offers multiple services including overviews of employment laws, sample employment policies and
procedures, and on-line training. To gain immediate access to ChubbWorks go to www.chubbworks.com and register
using your policy number.
| ● | Employment
Practices Loss Prevention Guidelines Manual |
Employment
Practices Loss Prevention Guidelines - #14-01-0061
| ● | Loss
Prevention Consultant Services |
Chubb
has developed a network of more than 120 law firms, human resources consulting firms, and labor economist/statistical firms
that offer specialized services for employment issues.
| ● | Public
Company EPL Customers |
Employment
Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of
key employment issues faced by for-profit companies and offers proactive idea for avoiding employment lawsuits.
| ● | Private
Company EPL Customers |
Employment
Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of
key employment issues for –profit companies and offers proactive idea for avoiding employment lawsuits.
14-02-23030
(05/2018)
Page
1 of 2
Fiduciary
Liability Loss Prevention Services
| ● | Fiduciary
Liability Loss Prevention Manual |
Who May Sue You and Why: How to
Reduce Your ERISA Risks and the Role of Fiduciary Liability Insurance #14-01-1019
Crime
Loss Prevention Services
| ● | Crime/Kidnap,
Ransom & Extortion Loss Prevention Manual |
Preventing Fraud: How Anonymous
Hotlines Can Help #14-01-1090
Cyber
Security Loss Prevention Services
Visit: https://www2.chubb.com/us-en/business-insurance/cyber-security.aspx
to learn more about Chubb’s Cyber Services
for our policyholders.
Health
Care Directors and Officers (D&O) Liability Loss Prevention Services
| ● | Readings
in Health Care Governance Manual |
Readings in Health Care Governance
-#14-01-0788
ChubbWorks.com for Health
Care Organizations – The Health Care Zone is a free online resource containing health care specific loss prevention information
for employment practices liability, directors and officers (D&O) liability, and fiduciary liability exposures. To gain immediate
access to ChubbWorks go to www.chubbworks.com and register using your policy number.
| ● | Health
Care D&O Loss Prevention Consultant Services |
Health Care D& O Loss Prevention
Consultant Services- #14-01-1164
The services provided are advisory
in nature. While this program is offered as a resource in developing or maintaining a loss prevention program, you should consult
competent legal counsel to design and implement your own program. No liability is assumed by reason of the services, access or
information provided. All services are subject to change without notice.
14-02-23030
(05/2018)
Page 2 of 2
Notice
to Policyholders
Insuring Company: Federal Insurance Company
Enclosed is your commercial insurance policy
from Chubb. The bill that corresponds with this policy has been mailed separately. When you receive the bill,
please pay the amount due by the date indicated. Payment should be made directly to Chubb. As always, prompt
payment will keep your coverage in place.
If you have any questions about the attached
policy or need assistance with additional insurance, contact your agent or broker. For questions about billing,
call our Premium Accounting Service Center at 1-800-372-4822. Thank you for insuring through Chubb.
99-10-0460B
(08/19)
Page 1 of 1
Chubb Producer
Compensation
Practices &
Policies
Chubb believes that policyholders should have
access to information about Chubb’s practices and policies related to the payment of compensation to brokers and
independent agents. You can obtain that information by accessing our website at http://www.chubbproducercompensation.com or by calling the
following toll-free telephone number:
1-866-512-2862.
ALL-20887a
(09/19)
Trade
or Economic Sanctions Notice
TRADE OR ECONOMIC
SANCTIONS NOTICE
This insurance does not apply to the extent
that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but
not limited to, the payment of claims. All other terms and conditions of the policy remain unchanged.
ALL-21101
(09/19)
Page 1 of 1
IMPORTANT NOTICE TO |
POLICYHOLDERS |
Social Engineering Tips |
Please read! |
|
HAVE YOU BEEN TRICKED INTO WIRE FRAUD?
TAKE IMMEDIATE ACTION!
If you believe you have transferred funds to a criminal posing
as a legitimate business associate, you should act quickly:
| 1. | Immediately contact the originating bank and request
a recall of the wire transfer and confirm that recall in writing. |
| 2. | Immediately file a complaint with the FBI at www.ic3.gov.
This reporting triggers the FBI’s Recovery Asset Team and the FBI’s assistance seeking return of the wire transfer. |
| 3. | Preserve records of the incident, including
emails sent and received in their original electronic state. Correspondence and forensic information contained in
these electronic files help investigators shed light on the perpetrator(s), and parties responsible for the incident. |
| 4. | Once the above steps are complete, contact Chubb per
the instructions in your policy. |
While neither recalling the wire transfer nor reporting to the
FBI guarantees the return of your funds, these steps maximize the opportunity to mitigate your loss, assist the FBI in tracing
the funds and help establish any insurance claim.
Simple Steps to Prevent Fraudulently Induced Wire Transfers
Email communication is efficient, but it is not a secure method
of communication. Regardless of your familiarity with a contact, that contact’s email may be intercepted, altered
and fabricated. You may reduce the chances of fraud by following these best practices:
| 1. | Verify Email Requests by Telephone: Require those
responsible for paying invoices or changing bank routing information to verify payment details over the phone, rather than by
email or documents sent electronically. Making a phone call to a known, pre-existing telephone number remains the single best
protection against fraud. |
| 2. | Segregate Wire Transfer Responsibilities: Establish
a standing policy that requires at least three people to review and approve wire transfer requests, pay an invoice or change a
business partner’s bank account information. Such requests should be entered by the initiator of the wire and verified by
two independent signatories. |
| 3. | Turn on MFA for Cloud Email: Multifactor Authentication
is available from all major email providers. It provides a layer of security to email accounts beyond a user’s account name
and password, making it harder for criminals to impersonate you, your executives and your employees. |
This document is for information only. It is offered as a
resource to be used together with your professional insurance advisers in maintaining a loss prevention program. No liability is
assumed by reason of the information this document contains.
ALL-317454 (03/21)
Page 1 of 1
U. S. Treasury Department’s Office
Of Foreign Assets Control (“OFAC”)
Advisory Notice to Policyholders
This Policyholder Notice shall not be construed as part of your
policy and no coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy.
You should read your policy and review your Declarations page for complete information on the coverages you are provided.
This Notice provides information concerning possible impact
on your insurance coverage due to directives issued by OFAC. Please read this Notice carefully.
The Office of Foreign Assets Control (OFAC) administers and
enforces sanctions policy, based on Presidential declarations of “national emergency”. OFAC has identified and listed
numerous:
| ● | Terrorist organizations; and |
as “Specially Designated Nationals and Blocked Persons”.
This list can be located on the United States Treasury’s web site – http//www. treas. gov/ofac.
In accordance with OFAC regulations, if it is determined that
you or any other insured, or any person or entity claiming the benefits of this insurance has violated U. S. sanctions law or is
a Specially Designated National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or frozen
contract and all provisions of this insurance are immediately subject to OFAC. When an insurance policy is considered to be such
a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Other limitations on
the premiums and payments also apply.
PF-17914a (04/16) |
Reprinted, in part, with permission of
ISO Properties, Inc. |
Page 1 of 1 |
Notice to Policyholders
QUESTIONS ABOUT YOUR INSURANCE?
Answers to questions about your insurance, coverage information,
or assistance in resolving complaints can be obtained by contacting:
|
CHUBB |
|
Customer Support Service Department |
|
436 Walnut Street |
|
PO Box 1000 |
|
Philadelphia, PA 19106-3703 |
|
1-800-352-4462 |
PF-17993a (04/20)
Page 1 of 1
Financial Institution Bond
For Investment Companies
The Company, in consideration of the premium paid, and in reliance
on the Application and all other statements made and information furnished to the Company by the Assured, and subject
to the Declarations made part of this Bond and to all other terms, conditions, and limitations of this Bond, agrees to pay the Assured for:
Loss resulting directly from Larceny or Embezzlement committed
by any Employee acting alone or in collusion with others.
Loss of Property resulting directly from:
| a. | robbery, burglary, misplacement, mysterious unexplainable
disappearance, damage or destruction; or |
| b. | false pretenses, or common law or statutory larceny,
committed by a natural person while on the premises of the Assured, |
while the Property is lodged or deposited at
premises located anywhere.
For the purpose of coverage under this Insuring
Clause 2, the premises of securities depositories shall be deemed to be premises of the Assured, but only with
respect to the loss of Certificated Securities. Certificated Securities held by such depositories
shall be deemed to be Property, but only to the extent of the Assured’s interest therein
as detailed in the books and records of such depositories.
Loss of Property resulting directly from common
law or statutory larceny, misplacement, mysterious unexplainable disappearance, damage or destruction, while the Property is
in transit anywhere in:
| a. | an armored motor vehicle, including loading and unloading
thereof; |
| b. | the custody of a natural person acting as a messenger
of the Assured; or |
| c. | the custody of 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: |
| (2) | Certificated Securities issued in registered
form, which are not endorsed or are restrictively endorsed; or |
| (3) | Negotiable Instruments not payable to bearer,
which are not endorsed or are restrictively endorsed. |
Coverage under this Insuring Clause 3 begins immediately on
the receipt of such Property by the armored motor vehicle, natural person messenger, or Transportation
Company and ends immediately on delivery to the premises of the addressee or to any representative of the addressee located
anywhere.
Loss resulting directly from the Assured having,
in good faith:
| a. | transferred, paid, or delivered any Property;
or |
| b. | established any credit or given any value, |
in reliance
on any Written and Original:
PF-52903 (08/21)
Page 1 of 17
Financial Institution Bond
For Investment Companies
| (1) | Negotiable Instrument (other than an Evidence
of Debt); |
| (3) | Withdrawal Order or receipt for the withdrawal
of Property; |
| (4) | Certificate of Deposit; |
| (6) | instruction or advice directed to the Assured and
purportedly signed by any Customer, any financial institution, or any Employee, |
which
| ii. | is fraudulently materially altered. |
For the purpose of this Insuring Clause 4, a reproduction of
a handwritten signature is treated the same as the handwritten signature. An electronic or digital signature is not treated as
a reproduction of a handwritten signature.
Loss resulting directly from the Assured having,
in good faith, for its own account or the account of others:
| a. | acquired, sold or delivered, given value, extended credit
or assumed liability in reliance on any Written and Original: |
| (1) | Certificated Security; |
| (2) | deed, mortgage or other instrument conveying title to,
or creating or discharging a lien on, real property; |
which
| i. | bears a Forgery, but only to the extent the Forgery directly
causes the loss; |
| ii. | is fraudulently materially altered, but only to the extent
the alteration directly causes the loss; or |
| b. | guaranteed in writing or witnessed any signature on any: |
| (5) | endorsement upon any item listed in a.(1) through a.(4)
above, |
but only to the extent that such guarantee or signature directly causes the loss;
or
| c. | acquired, sold or delivered, or given value, extended
credit or assumed liability in reliance on any item listed in a.(1) or a.(2) above which is a Counterfeit Original,
but only to the extent the Counterfeit Original directly causes the loss. |
PF-52903 (08/21)
Page 2 of 17
|
|
|
|
|
|
|
Financial Institution Bond |
|
|
|
For Investment Companies |
|
|
|
|
|
Actual physical possession, and continued actual physical possession if taken as collateral, of the items listed in a.(1) through a.(4) above by an Employee, Custodian, or a federal or state chartered deposit institution of the Assured is a condition precedent to the Assured having relied on such items. Release or return of such collateral is an acknowledgment by the Assured that it no longer relies on such collateral. For the purpose of this Insuring Clause 5, a reproduction of a handwritten signature is treated the same as the handwritten signature. An electronic or digital signature is not treated as a reproduction of a handwritten signature. |
6 |
. |
Counterfeit Money |
|
|
Loss resulting directly from the receipt by the Assured in good faith of counterfeit Money. |
7 |
. |
Computer System Fraud |
|
|
Loss resulting directly from the: |
|
|
a. |
withdrawal, transfer, payment, or delivery of Property; or |
|
|
b. |
creation, deletion, debiting, or crediting of an account of the Assured or Customer, |
|
|
which results directly from a Network Intrusion. |
8 |
. |
Claims Expense |
|
|
Claims Expenses incurred by the Assured in determining the amount of covered loss under this Bond in excess of the applicable Deductible Amount. |
9 |
. |
Audit Expense |
|
|
Audit Expenses incurred by the Assured by reason of the discovery of loss covered under Insuring Clause 1. |
10 |
. |
Uncollectible Items Of Deposit |
|
|
Loss resulting directly from the Assured having credited an account of a customer, shareholder, or subscriber on the faith of any Items of Deposit which prove to be uncollectible, provided that the crediting of such account causes: |
|
|
a. |
redemptions or withdrawals to be permitted; |
|
|
b. |
shares to be issued; or |
|
|
c. |
dividends to be paid, |
|
|
from an account of an Assured. |
|
|
As a condition precedent to coverage under this Insuring Clause 10, the Assured must hold Items of Deposit for the minimum number of days stated in the Application before permitting any redemptions or withdrawals, issuing any shares, or paying any dividends with respect to such Items of Deposit. Items of Deposit shall not be deemed uncollectible until the Assured’s standard collection procedures have failed. |
11 |
. |
Voice Initiated Funds Transfer Instruction |
|
|
Loss resulting directly from the Assured having, in good faith, transferred, paid, or delivered Money or Securities in reliance upon any Voice Initiated Funds Transfer Instruction that purports, and reasonably appears, to have originated from: |
|
|
a. |
the Customer; |
|
|
b. |
an Employee acting on instructions of such Customer; or |
PF-52903 (08/21)
Page 3 of 17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Institution Bond
For Investment Companies |
|
|
|
|
c. |
a financial institution acting on behalf of such Customer with authority to make such instructions, |
|
|
|
|
|
|
|
but which Voice Initiated Funds Transfer Instruction was, in fact, fraudulently issued without the knowledge of the Assured, Employee, or Customer. |
|
|
|
|
As a condition precedent to coverage under this Insuring Clause 11, the Voice Initiated Funds Transfer Instruction must be received and processed in accordance with the Designated Procedures as outlined in the Application furnished to the Company. |
|
|
|
|
|
II. |
|
|
GENERAL AGREEMENTS |
|
|
1 |
. |
Automatic Increase – Limit Of Liability |
|
|
|
|
If, during the Bond Period, an increase in the minimum amount of the Single Loss Limit Of Liability applicable to Insuring Clause 1 is required pursuant to Rule 17g-1 of the Investment Company Act of 1940, as a result of: |
|
|
|
|
a. |
the creation of a new Investment Company; or |
|
|
|
|
b. |
an increase in the gross assets of Investment Companies covered under the Bond, |
|
|
|
|
then the minimum required increase in the amount of the Single Loss Limit Of Liability applicable to Insuring Clause 1 shall take place automatically for the remainder of the Bond Period without payment of an additional premium. |
|
|
2 |
. |
Joint Assured |
|
|
|
|
The first named Assured shall be deemed to be the sole agent of the other Assureds for all purposes under this Bond, including but not limited to the giving or receiving of any notice or proof required to be given and for the purpose of effecting or accepting any amendments to or termination of this Bond. |
|
|
|
|
If the first named Assured ceases for any reason to be covered under this Bond, then the Assured next named on the Application shall thereafter be considered as the first named Assured for the purposes of this Bond. |
|
|
|
|
The Company shall furnish each Assured with a copy of the Bond and with any amendment thereto, together with a copy of each formal filing of claim by any other Assured and notification of the terms of the settlement of each such claim prior to the execution of such settlement. |
|
|
|
|
Knowledge possessed or discovery made by any Assured shall constitute knowledge possessed or discovery made by all of the Assureds for the purposes of this Bond. |
|
|
|
|
|
|
|
All loss and other payments, if any, payable by the Company, shall be payable to the first named Assured without regard to such Assured’s obligations to others, and the Company shall not be responsible for the application by the first named Assured of any payment made by the Company. If the Company agrees to and makes payment to any Assured other than the first named Assured, such payment shall be treated as though made to the first named Assured. |
|
|
|
|
The Company shall not be liable for loss sustained by one Assured to the advantage of any other Assured. |
|
|
3 |
. |
Notice To Company Of Legal Proceedings Against Assured – Election To Defend |
|
|
|
|
The Assured shall promptly give notice to the Company of any legal proceeding brought to determine the Assured’s liability for any loss, claim or damage which, if established, would constitute a collectible loss under this Bond. Concurrent with such notice, and as requested thereafter, the Assured shall furnish copies of all pleadings and pertinent papers to the Company. |
|
|
|
|
The Company may, at its sole option, elect to conduct the defense of all or part of such legal proceeding. The defense by the Company shall be in the name of the Assured through attorneys selected by the Company. The Assured shall provide all reasonable information and assistance as required by the Company for such defense. |
PF-52903 (08/21)
Page 4 of 17
Financial
Institution Bond
For
Investment Companies
If
the Company elects to defend all or part of any legal proceeding, the court costs and attorneys’ fees incurred by the Company
and any settlement or judgment on that part defended by the Company shall be a loss under the applicable Insuring Clause of this
Bond. In addition, if the amount demanded in the legal proceeding is greater than the amount recoverable under this Bond, or if
a Deductible Amount is applicable, or both, the Company’s liability for court costs and attorneys’ fees incurred in
defending all or part of such legal proceeding is limited to the proportion of such court costs and attorneys’ fees incurred
that the amount recoverable under this Bond bears to the total of the amount demanded in such legal proceeding.
If
the Company declines to defend the Assured, no settlement without the prior written consent of the Company or judgment
against the Assured shall determine the existence, extent or amount of coverage under this Bond, and the Company shall
not be liable for any costs, fees and expenses incurred by the Assured.
| 4. | Representations
Made By Assured |
The
Assured represents that all information it has furnished in the Application for this Bond or otherwise is complete, true
and correct. Such Application and other information constitute part of this Bond. Any intentional misrepresentation, omission,
concealment or incorrect statement of a material fact, in the Application or otherwise, shall be grounds for rescission of this
Bond.
As
used in this Bond:
Acceptance
means a draft which the drawee has, by signature written on it, engaged to honor as presented.
Assured
means:
| (1) | the
Investment Company listed under Name of Assured in the Declarations (the
“first named Assured”); or |
| (2) | any
other Investment Company listed in the Application. |
Assured
does not include any entity or organization that is not an Investment Company.
Assured’s
Network means:
| (1) | the
Assured’s Computer System; or |
| (2) | an
Electronic Communication System. |
Audit
Expenses means reasonable expenses incurred by the Assured with the Company’s prior written consent, which shall
not be unreasonably withheld, for audits or examinations required by any governmental regulatory authority or self-regulatory
organization to be conducted by such authority, organization, or their appointee. Audit Expense shall not include the Assured’s
internal corporate costs (such as salaries), attorneys’ fees, or expenses incurred by any customer.
Certificate
of Deposit means an acknowledgment in writing by a financial institution of receipt of Money with an engagement to
repay it.
Certificated
Security means a share, participation or other interest in property of the issuer, 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. |
PF-52903
(08/21)
Page
5 of 17
Financial
Institution Bond
For
Investment Companies
Claims
Expenses means reasonable expenses incurred by the Assured with the Company’s prior written consent, which shall
not be unreasonably withheld, solely for independent firms or individuals retained to determine the amount of a covered loss.
Claims
Expenses shall not include the Assured’s internal corporate costs (such as salaries), attorneys’ fees,
or expenses incurred by any customer.
Computer
System means a device or group of devices and all input, output, processing, storage, off-line media libraries (including
third-party hosted computing services accessed across the internet, including infrastructure, platform, and software services),
and communication facilities, including related communications networks, which are connected directly or indirectly to such device
or group of devices.
Counterfeit
Original means an imitation of an actual valid Original which is intended to deceive and be taken as the Original.
Cryptocurrency
means a digital or electronic medium of exchange, operating independently of a central bank, in which encryption techniques
are used to regulate the generation of units and to verify the transfer of such units.
Custodian
means the institution designated by an Assured to maintain possession and control of its assets.
Customer
means any shareholder of an Assured which has a written agreement with the Assured to transfer such shareholder’s
Money or Securities through a Voice Initiated Funds Transfer Instruction.
Customer
Communication System means an:
| (1) | online
portal or mobile application provided by the Assured for purposes of accessing
a Customer’s account; or |
| (2) | electronic
mailing system hosted by the Assured or by a third party cloud service provider. |
Director
means any natural person duly elected or appointed:
| (1) | as
an officer of the Assured; |
| (2) | to
the Assured’s board of directors; or |
| (3) | as
a trustee of the Assured. |
Electronic
Communication System means:
| (1) | Fedwire,
Clearing House Interbank Payment System (CHIPS), Society for Worldwide Interbank Financial
Telecommunication (SWIFT), and similar automated interbank communication systems in which
the Assured participates; |
| (2) | Customer
Communication System; or |
| (3) | any
communication system similar to those set forth in (1) and (2) of this definition in which the Assured participates, |
allowing for the input, output, examination, or transfer of electronic instructions into or from the Assured’s Computer System.
Employee
means any natural person:
| (1) | while
in the regular service of an Assured in the ordinary course of such Assured’s
business, whom such Assured compensates directly by salary or wage and has
the right to control and direct in the performance of such service; |
| (2) | Director
while in the regular service of an Assured in the ordinary course of such
Assured’s business, or while acting as a member of any committee duly elected
or appointed to examine or audit or have custody of or access to Property of the
Assured; |
| (3) | intern
while in the regular service of an Assured in the ordinary course of such Assured’s
business; |
PF-52903
(08/21)
Page
6 of 17
Financial
Institution Bond
For
Investment Companies
| (4) | provided
by an employment contractor while in the regular service of an Assured in the
ordinary course of such Assured’s business under the Assured’s
supervision at any of the Assured’s premises; |
| (5) | employee
of the Assured’s contracted: |
| b. | underwriter
(distributor); |
| d. | shareholder
accounting record-keeper; or |
while
performing acts for the Assured in the capacity of an Employee;
| (6) | attorney
of a law firm retained by the Assured while performing legal services for the
Assured; or |
| (7) | Processor,
but only while such Processor is performing services and not: |
| a. | creating,
preparing, modifying, or maintaining the Assured’s computer applications
or software programs; or |
| b. | acting
as a transfer agent or in any other agency capacity in issuing checks, drafts, or securities
for the Assured. |
Each
employer of persons as set forth in (6) and (7) of this definition and the partners, officers, and other employees of such employers
shall collectively be deemed to be one person for the purpose of the definition of Single Loss and in the event of payment
under this Bond, the Company shall be subrogated to the Assured’s rights of recovery, as stated in Section 12., Subrogation
– Assignment – Recovery, of the Conditions and Limitations, against any such employer.
Employee
does not include:
| (1) | any
employee of a fund administrator for any employee benefit plan; or |
| (2) | any
employee of a transfer agent, shareholder accounting record-keeper, or fund administrator
which is: |
| a. | not
an “affiliated person” (as defined in Section 2(a) of the Investment Company
Act of 1940) of an Assured or of the investment advisor or underwriter (distributor)
of such Assured; or |
| b. | a
“bank” (as defined in Section 2(a) of the Investment Company Act of 1940). |
Evidence
of Debt means an instrument, including a Negotiable Instrument, executed by a Customer and held by the Assured,
which in the regular course of business is treated as evidencing the Customer’s debt to the Assured.
Forgery
means:
| (1) | affixing
the handwritten signature, or a reproduction of the handwritten signature, of another
natural person without authorization and with the intent to deceive; or |
| (2) | affixing
the name of an organization as an endorsement to a check without authority and with the
intent to deceive, |
provided
that 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 is not a Forgery.
Initial
Transaction Statement means the first written statement signed by or on behalf of the issuer of an Uncertificated Security
sent to the registered owner or registered pledgee containing:
PF-52903
(08/21)
Page
7 of 17
Financial
Institution Bond
For
Investment Companies
| (1) | a
description of the issue of which the Uncertificated Security is a part; |
| (2) | the
number of shares or units transferred to the registered owner, pledged by the registered
owner to the registered pledgee, or released from pledge by the registered pledgee; |
| (3) | the
name, address and taxpayer identification number, if any, of the registered owner and
registered pledgee; and |
| (4) | the
date the transfer, pledge or release was registered. |
Instruction
means a written order to the issuer of an Uncertificated Security requesting that the transfer, pledge or release from
pledge of the specified Uncertificated Security be registered.
Investment
Company means any entity registered under the Investment Company Act of 1940.
Items
of Deposit means one or more checks or drafts drawn upon a financial institution in the United States of America.
Larceny
or Embezzlement means larceny and embezzlement as defined under Section 37 of the Investment Company Act of 1940.
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 in compliance with the conditions specified in the engagement.
Money
means a medium of exchange in current use authorized or adopted by a domestic or foreign government as part of its currency.
Negotiable
Instrument means any writing:
| (1) | signed
by the maker or drawer; |
| (2) | containing
an unconditional promise or order to pay a sum certain in Money and no other promise,
order, obligation or power given by the maker or drawer; |
| (3) | payable
on demand or at a definite time; and |
| (4) | payable
to order or bearer. |
Negotiable
Instrument includes a substitute check as defined in the Check Clearing for the 21st Century Act, and shall be
treated the same as the Original it replaced.
Network
Intrusion means the:
| (1) | unauthorized
access; or |
| (2) | entry
of an unauthorized application or software program, |
into
the Assured’s Network, by any entity or natural person, except an Employee or any authorized representative
of the Assured.
Original
means the first rendering or archetype and does not include photocopies or electronic transmissions even if received and printed.
Processor
means an employee of any entity authorized by the Assured to perform data processing of the Assured’s checks
and accounting records related to such checks. Processor does not include any employee of a Federal Reserve Bank or clearing
house.
Property
means Money; Securities; Initial Transaction Statement; Negotiable Instrument; Certificate
of Deposit; Acceptance; Evidence of Debt; Withdrawal Order; Letter of Credit; insurance policy;
abstract of title, deed and mortgage on real estate; revenue and other stamps; precious metals in any form; and books of accounts
and other Written records, but not electronic data processing records or media.
Property
does not include electronic data or Cryptocurrency.
PF-52903
(08/21)
Page
8 of 17
Financial
Institution Bond
For
Investment Companies
Securities
means either Certificated Securities or Uncertificated Securities.
Single
Loss means all covered loss, court costs, and attorneys’ fees resulting from:
| (1) | any
one act of burglary, robbery or attempt at either, in which no Employee is implicated; |
| (2) | any
one act or series of related acts on the part of any natural person resulting in the
damage, destruction, or misplacement of Property; |
| (3) | all
acts other than those specified in (1) and (2) of this definition, caused by any natural
person or in which such natural person is implicated; or |
| (4) | any
one event not specified in (1), (2) or (3) of this definition. |
Transportation
Company means any organization which provides its own or its leased vehicles for transportation or which provides freight
forwarding or air express services.
Uncertificated
Security means a share, participation or other interest in property of the issuer, 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 on 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. |
Voice
Initiated Funds Transfer Instruction means those oral instructions which authorize the transfer of Money in a Customer’s
account, or of a Customer’s Securities, and which are:
| (1) | made
over a telecommunications device; and |
| (2) | directed
to those natural persons specifically authorized to receive such instructions by such
telecommunications device. |
Withdrawal
Order means a non-negotiable instrument, other than an Instruction, signed by a Customer authorizing the Assured
to debit the Customer’s account in the amount of funds stated therein.
Written
means expressed through letters or marks placed upon paper and visible to the eye.
For
the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise indicated.
| 1. | General
Exclusions – Applicable To All Insuring Clauses |
This
Bond does not cover loss resulting directly or indirectly from:
| a. | riot
or civil commotion outside the United States of America and Canada, or any loss due to
military, naval or usurped power, war or insurrection. This Exclusion 1.a., however,
shall not apply to loss which occurs in transit in the circumstances recited in Insuring
Clause 3, provided that when such transit was initiated there was no knowledge on the
part of any person acting for the Assured of such riot, civil commotion, military,
naval or usurped power, war or insurrection; |
| b. | the
effects of nuclear fission or fusion, radioactivity, or chemical or biological contamination; |
| c. | the
loss of potential income. This Exclusion 1.c., however, shall not apply to interest and
dividends accrued to the benefit of the Assured or any Customer prior to
the discovery of a covered loss, whether or not such accrued interest or dividends have
been paid into the account of such Assured or Customer as of the discovery
of such covered loss; |
PF-52903
(08/21)
Page
9 of 17
Financial
Institution Bond
For
Investment Companies
| d. | damages
of any type for which the Assured is legally liable, except compensatory damages,
but not multiples thereof, arising from a loss covered under this Bond; |
| e. | all
costs, fees and expenses incurred by the Assured: |
| (1) | in
establishing the existence of or amount of loss covered under this Bond, except for loss
covered under Insuring Clause 8 or 9; or |
| (2) | as
a party to any legal proceeding, even if such legal proceeding results in a loss covered
by this Bond; |
| f. | indirect
or consequential loss of any nature, except for loss covered under Insuring Clause 8
or 9. This Exclusion 1.f., however, shall not apply to interest and dividends accrued
to the benefit of the Assured or any Customer prior to the discovery of
a covered loss, whether or not such accrued interest or dividends have been paid into
the account of such Assured or Customer as of the discovery of such covered
loss; |
| g. | any
violation by the Assured or by any Employee: |
| (1) | of
any law regulating: |
| i. | the
issuance, purchase or sale of securities; |
| ii. | securities
transactions on security or commodity exchanges or the over the counter market; |
| iii. | investment
companies; or |
| iv. | investment
advisors; or |
| (2) | of
any rule or regulation made pursuant to any such law; |
| h. | the
loss or disclosure of confidential information, material or data, while in the care,
custody or control of the Assured, including but not limited to patents, trade
secrets, processing methods, customer lists, financial information, credit card information,
health information, retirement or health savings account information, or any similar
type of non-public information. This Exclusion 1.h., however, shall not apply when such
information, material or data is used to support or facilitate the commission of any
act otherwise covered under this Bond; |
| i. | fees,
costs, fines, penalties or any other expenses incurred by an Assured which result,
directly or indirectly, from the access to or disclosure of an Assured’s or
another entity’s or person’s confidential or personal information, including
but not limited to patents, trade secrets, processing methods, customer lists, financial
information, credit card information, health information, retirement or health savings
account information, or any similar type of non-public information; |
| j. | liability
resulting from disclosure of or acting on material nonpublic information; |
| k. | liability
assumed by the Assured by agreement under any contract, unless loss under this
Bond would be covered in the absence of such agreement; |
| l. | the
dishonest acts of any Director who is not an Employee, acting alone or
in collusion with others; |
| m. | any
modification, damage, destruction, deletion, or corruption of any application or software
program within the Assured’s Network, except for loss covered under Insuring
Clause 7; |
| n. | a
threat or series of threats to: |
| (1) | gain
access to the Assured’s Computer System and sell or disclose confidential
information stored within the Assured’s Computer System; or |
| (2) | modify,
damage, destroy, delete, or corrupt any application or software program within the Assured’s
Computer System; |
| o. | costs
or expenses of any independent forensic analysts or network security consultants engaged
to investigate or assess any actual or alleged threat; |
PF-52903
(08/21)
Page
10 of 17
Financial
Institution Bond
For
Investment Companies
| p. | costs
or expenses incurred to identify or remediate application or software program errors
or vulnerabilities, or costs to update, replace, restore, upgrade, maintain, or improve
a Computer System; |
| q. | costs
or expenses incurred to replace, restore, recreate, collect, or recover any application
or software program; or |
| 2. | Specific
Exclusions – Applicable To All Insuring Clauses Except Insuring Clause 1 |
This
Bond does not cover loss resulting directly or indirectly from:
| a. | the
acts of an Employee, except for loss covered under: |
| (1) | Insuring
Clause 2 or 3 which results directly from misplacement, mysterious unexplainable disappearance,
or damage or destruction of Property; or |
| b. | the
surrender of a ransom or extortion payment away from the Assured’s premises
as a result of a threat to do bodily harm to any person, or to do damage to the premises
or Property of the Assured, except for loss covered under Insuring Clause
3.b.; |
| c. | payments
made or withdrawals from any account involving erroneous credits to such account, unless
such payments or withdrawals are physically received by such depositor or representative
of such depositor who is within the premises of the Assured at the time of such
payment or withdrawal; |
| d. | any
Uncertificated Security, except for loss covered under Insuring Clause 7; |
| e. | the
loss of Property while: |
| (2) | in
the custody of a Transportation Company, except for loss covered under Insuring
Clause 3; or |
| (3) | located
on the premises of an armored motor vehicle operator; |
| f. | damages
resulting from any civil, criminal or other legal proceeding in which the Assured
is adjudicated to have engaged in Racketeering activity; |
| g. | the
failure for any reason of a financial or depository institution, its receiver or other
liquidator to pay or deliver funds or Property to the Assured, except for
loss of Securities covered under Insuring Clause 2; |
| h. | instructions
issued by a Customer to the Assured when such instructions are made, sent,
or originated by a natural person authorized by the Customer to make, send, or
originate any instructions; |
| i. | the
use of credit, debit, charge, access, convenience, identification, cash management, or
other cards whether such cards were issued, or purport to have been issued, by the Assured
or by any entity other than the Assured; |
| j. | Items
of Deposit which are not finally paid for any reason including, but not limited to,
Forgery or any other fraud, except for loss covered under Insuring Clause 10; |
| k. | the
acts of any agent, broker, factor, commission merchant, independent contractor, intermediary,
finder, or other representative of the same general character of the Assured;
or |
| l. | the
acts of any employee, agent, broker, factor, commission merchant, independent contractor,
intermediary, finder, or other representative of the same general character of any third
party, while conducting business with the Assured on behalf of such third party. |
PF-52903
(08/21)
Page
11 of 17
Financial
Institution Bond
For
Investment Companies
| 3. | Specific
Exclusions – Applicable To All Insuring Clauses Except Insuring Clauses 1, 4, and
5 This Bond does not cover loss resulting directly or indirectly from: |
| a. | the
complete or partial non-payment of or default on any loan whether such loan was procured
in good faith or through trick, artifice, fraud, or false pretenses, except for loss
covered under Insuring Clause 7; |
| b. | any
Forgery or any alteration, except for loss covered under Insuring Clause 7; or |
| c. | any
counterfeit, except for loss covered under Insuring Clause 6. |
| 4. | Specific
Exclusions – Applicable To Insuring Clause 7 |
This
Bond does not cover loss resulting directly or indirectly from:
| a. | any
transfer, payment, or delivery of Money or Securities: |
| (1) | authorized
by an Employee; or |
| (2) | arising
out of any misrepresentation received by any Employee, agent, broker, factor,
commission merchant, independent contractor, intermediary, finder, or other representative
of the same general character of the Assured, whether such transfer, payment,
or delivery was made in good faith or as a result of trick, artifice, fraud, or false
pretenses; |
| b. | forged,
altered or fraudulent Negotiable Instruments, Securities, documents or
written instruments used as source documentation for input into a Computer System; |
| c. | any
investment in Securities, or ownership in any corporation, partnership, real property,
commodity or similar instrument, whether or not such investment is genuine or fraudulent; |
| d. | mechanical
failure, faulty construction, error in design, latent defect, wear and tear, gradual
deterioration, electrical disturbance, the Assured’s Network failure or
breakdown, any malfunction or error in programming, or error or omission in processing; |
| e. | entries
or changes made by a natural person with authorized access to the Assured’s
Network who acts in good faith on instructions, unless such instructions are given
to that person by a software contractor or its partner, officer, or employee authorized
to design, develop, prepare, supply, service, write or implement programs for the Assured’s
Network; or |
| f. | entries
or changes made at an Electronic Funds Transfer System or a Customer Communication
System by a: |
| (2) | natural
person with authorized access to the Customer’s authentication credentials
or mechanism. |
| 5. | Specific
Exclusions – Applicable To Insuring Clause 11 |
This
Bond does not cover loss resulting directly or indirectly from any Voice Initiated Transfer Instruction from a:
| (2) | natural
person with authorized access to the Customer’s verification credentials
or mechanism. |
PF-52903
(08/21)
Page
12 of 17
Financial
Institution Bond
For Investment Companies
V. | CONDITIONS
AND LIMITATIONS |
If
any Insuring Clause requires that an enumerated type of document be fraudulently materially altered or a Counterfeit Original,
or contain a signature which is a Forgery or obtained through trick, artifice, fraud, or false pretenses, the material
alteration or Counterfeit Original or fraudulent signature must be on or of the enumerated document itself not on or of
some other document submitted with, accompanying or incorporated by reference into the enumerated document.
No
change in or modification of this Bond shall be effective except when made by written endorsement to this Bond signed by an authorized
representative of the Company.
If
this Bond is for a sole Assured, no change or modification which would adversely affect the rights of the Assured shall
be effective prior to sixty (60) days after written notice has been furnished by the acting party to the U.S. Securities and Exchange
Commission.
If
this Bond is for joint Assureds, no change or modification which would adversely affect the rights of any Assured shall
be effective prior to sixty (60) days after written notice has been furnished by the Company to all Assureds and to the
U.S. Securities and Exchange Commission.
If
any time period limitation within this Bond is prohibited by any law controlling this Bond’s construction, such limitation
shall be deemed to be amended so as to equal the minimum period of limitation provided by such law.
| 4. |
Cooperation Of Assured |
At
the Company’s request and at reasonable times and places designated by the Company, the Assured shall:
| a. | submit
to examination by the Company and subscribe to the same under oath; |
| b. | produce
for the Company’s examination all pertinent records; and |
| c. | cooperate
with the Company in all matters pertaining to the loss. |
The
Assured shall execute all papers and render all assistance to secure to the Company the rights and causes of action provided
for under this Bond. The Assured shall do nothing after discovery of any loss to prejudice such rights or causes of action.
This
Bond shall apply to loss of Property:
| b. | held
by the Assured in any capacity; or |
| c. | for
which the Assured is legally liable. |
This
Bond shall be for the sole use and benefit of the Assured.
The
Company shall be liable under this Bond only for the amount by which any Single Loss is greater than the applicable Deductible
Amount as stated in Item 2 of the Declarations.
There
shall be no deductible applicable to any loss sustained by any Assured and covered under Insuring Clause 1.
PF-52903 (08/21)
Page 13 of 17
Financial
Institution Bond
For Investment Companies
This
Bond applies only to loss first discovered by a Director during the Bond Period. Discovery occurs at the earlier of a Director
learning of:
| a. | facts
which may subsequently result in a loss of a type covered by this Bond; or |
| b. | an
actual or potential claim in which it is alleged that the Assured is liable to a third party, |
regardless of when the act
or acts causing or contributing to such loss occurred, even though the amount of loss
does not exceed the applicable Deductible Amount, or the exact amount or details of loss may not then be known.
The
payment of any loss under this Bond shall not reduce the liability of the Company for other losses whenever sustained, provided
that:
| a. | the
Company’s liability for each Single Loss shall not exceed the applicable
Single Loss Limit Of Liability as stated in Item 2 of the Declarations or as set forth
under General Agreement 1, and shall not be cumulative in amounts from year to year or
from Bond Period to Bond Period; |
| b. | if
a Single Loss is covered under more than one Insuring Clause, the maximum payable
shall not exceed the largest applicable Single Loss Limit Of Liability; and |
| c. | the
Company’s liability for loss or losses sustained by more than one Assureds,
or all Assureds, shall not exceed the total amount for which the Company would
be liable under this Bond if such loss or losses
were sustained by any one Assured. |
| 9. | Notice
To Company – Proof – Legal Proceedings Against Company |
| a. | The
Assured shall give the Company notice at the earliest practicable moment, not
to exceed sixty (60) days after discovery of a loss, in an amount that is in excess of
50% of the applicable Deductible Amount, as
stated in Item 2 of the Declarations. |
| b. | The
Assured shall furnish to the Company proof of loss, duly sworn to, with full particulars,
within six (6)
months after such discovery. |
| c. | Certificated
Securities listed in a proof of loss shall be identified by certificate or bond numbers,
if issued with them. |
| d. | Legal
proceedings for the recovery of any loss under this Bond shall not be brought prior to
the expiration of sixty (60) days after the proof of loss is filed with the Company or
after the expiration of twenty-four
(24) months from the discovery of such loss. |
| e. | This
Bond affords coverage only in favor of the Assured. No claim, suit, action or
legal proceeding shall be brought under the Bond by anyone other than the Assured. |
| f. | All
such notices shall be given in writing to one of the following addresses: |
| (1) | ChubbClaimsFirstNotice@chubb.com;
or |
| (2) | Attn:
Chubb Claims Department |
| | Chubb |
| | P.O.
Box 5122 |
| | Scranton,
PA 18505 |
| g. | All
other notices to the Company under this Bond shall be given in writing to the following
address: |
| (1) | NA.FinancialLines@chubb.com;
or |
PF-52903 (08/21)
Page 14 of 17
Financial
Institution Bond
For Investment Companies
| (2) | Attn: Chubb Underwriting Department |
| | Chubb |
| | 202B Hall’s Mill Road |
| | Whitehouse Station, NJ 08889 |
All
notices described above shall be effective on the date of receipt by the Company.
| a. | Coverage
under this Bond shall apply only as excess over any other valid and collectible insurance, indemnity
or suretyship obtained by or on behalf of: |
| (2) | a
Transportation Company; or |
| (3) | another
entity on whose premises the loss occurred or which employed the person causing the loss or engaged the messenger conveying the
Property involved. |
| b. | Solely
with respect to Insuring Clause 7, in the event of a loss covered under this Bond and
also covered under other valid and collectible insurance issued by the Company, or a
parent, subsidiary or affiliate of the Company to the Assured, the Single Loss
Limit Of Liability under this Bond shall be reduced by any payment under any other such
valid and collectible insurance and only the remainder, if any, shall be
applicable to such loss covered hereunder. |
In
the event of a loss of Securities covered under this Bond, the Company may, at its sole discretion, purchase replacement
Securities, tender the value of the Securities in Money, or issue its indemnity to effect replacement Securities.
The
indemnity required from the Assured under the terms of this Section against all loss, cost or expense arising from the
replacement of Securities by the Company’s indemnity shall be:
| a. | for
Securities having a value less than or equal to the applicable Deductible Amount
– one hundred (100%) percent; |
| b. | for
Securities having a value in excess of the applicable Deductible Amount but within
the Single Loss Limit Of Liability – the percentage that the Deductible Amount
bears to the value of the Securities; or |
| c. | for
Securities having a value greater than the applicable Single Loss Limit Of Liability
– the percentage that the Deductible Amount and portion in excess of the Single
Loss Limit Of Liability bears to the value of
the Securities. |
The
value referred to in Sections 11.a., b., and c. is the value in accordance with Section 14., Valuation, regardless of the value
of such Securities at the time the loss under the Company’s indemnity is sustained.
The
Company is not required to issue its indemnity for any portion of a loss of Securities which is not covered by this Bond,
however, the Company may do so as a courtesy to the Assured in its sole discretion.
The
Assured shall pay the proportion of the Company’s premium charge for the Company’s indemnity as set forth in
Sections 11.a., b., and c. No portion of the Single Loss Limit Of Liability shall be used as payment of premium for any indemnity
purchased by the Assured to obtain replacement Securities.
| 12. | Subrogation
– Assignment – Recovery |
In
the event of a payment under this Bond, the Company shall be subrogated to all of the Assured’s rights of recovery
against any person or entity to the extent of such payment. On request, the Assured shall deliver to the Company an assignment
of the Assured’s rights, title and interest and causes of action against any person or entity to the extent of such
payment.
PF-52903 (08/21)
Page 15 of 17
Financial
Institution Bond
For Investment Companies
Recoveries,
whether effected by the Company or by the Assured, shall be applied net of the expense of such recovery, in the following
order:
| a. | first,
to the satisfaction of the Assured’s covered loss which would otherwise
have been paid but for the fact that it is in excess of the Single Loss Limit Of Liability; |
| b. | second,
to the Company in satisfaction of amounts paid in settlement of the Assured’s
claim; |
| c. | third,
to the Assured in satisfaction of the applicable Deductible Amount; and |
| d. | fourth,
to the Assured in satisfaction of any loss suffered by the Assured which
was not covered under this Bond. |
Recovery
from reinsurance or indemnity of the Company shall not be deemed a recovery under this Section.
| a. | If
the Bond is for a sole Assured, it shall not be terminated unless written notice
shall have been given by the acting party to the affected party and to the U.S. Securities
and Exchange Commission not less than sixty (60) days prior to the effective date of
such termination. |
| b. | If
the Bond is for a joint Assured, it shall not be terminated unless written notice
shall have been given by the acting party to the affected party, and by the Company to
all Assureds and to the U.S. Securities and Exchange Commission, not less than
sixty (60) days prior to the effective date of such termination. |
| c. | If
any Director, not acting in collusion with an Employee, discovers any dishonest
or fraudulent act committed by such Employee, whether in the employment of the
Assured or otherwise, and whether against the Assured or any other person
or entity, the Assured: |
| i. | shall
immediately remove such Employee from a position that would enable such Employee
to cause
the Assured to suffer a loss covered by this Bond; and |
| ii. | within
forty-eight (48) hours of discovering an Employee has committed any dishonest
or fraudulent act, shall notify the Company of such action and provide full particulars
of such dishonest
or fraudulent act. |
| d. | This
Bond terminates as to any Employee sixty (60) days after receipt by each Assured
and the U.S. Securities and Exchange Commission of written notice from the Company
of its decision to terminate this Bond as to any Employee. |
| a. | Books
Of Account Or Other Records |
The
value of any loss of Property consisting of books of account or other records used by the Assured in the conduct
of its business shall be the amount paid by the Assured for blank books, blank pages, or other materials which replace
the lost books of account or other records, plus the cost of labor paid by the Assured for the actual transcription or
copying of data to reproduce such books of account or other records.
Any
loss of Money, or loss payable in Money, shall be paid in the Money of the United States of America or the
dollar equivalent of it, determined by the free market rate of exchange in effect at the time of discovery of such loss.
The
value of any loss of Property, except as otherwise provided for in this Section 14., shall be the actual cash value or
the cost of repairing or replacing such Property with Property of like quality and value, whichever is less.
PF-52903
(08/21)
Page
16 of 17
Financial
Institution Bond
For
Investment Companies
The
value of any loss of Securities shall be the average market value of such Securities on the business day immediately
preceding discovery of such loss, provided that the value of any Securities replaced by the Assured, with the consent
of the Company and prior to the settlement of any claim for them, shall be the actual market value at the time of replacement.
In the case of a loss of interim certificates, warrants, rights or other Securities, the production of which is necessary
to the exercise of subscription, conversion, redemption or deposit privileges, the value of them shall be the market value of
such privileges immediately preceding their expiration if the loss is not discovered until after their expiration. If no market
price is quoted for such Securities or for such privileges, the value shall be fixed by agreement of the parties.
VI. | COMPLIANCE
WITH APPLICABLE TRADE SANCTION LAWS |
This
Bond does not apply to the extent that trade or economic sanctions law or other similar laws or regulations prohibit the Company
from providing insurance.
PF-52903
(08/21)
Page
17 of 17
NEW
YORK AMENDATORY ENDORSEMENT
Named Assured
GENERAL AMERICAN INVESTORS COMPANY INC
|
Endorsement
Number
1 |
Bond
Number
J06009360 |
Bond
Period
06-15-2023 to
06-15-2024 |
Effective
Date of Endorsement
June
15, 2023 |
Issued
By
Federal
Insurance Company |
THIS
ENDORSEMENT CHANGES THE BOND. PLEASE READ IT CAREFULLY.
This
endorsement modifies insurance provided under the following:
FINANCIAL INSTITUTION BOND FOR INVESTMENT COMPANIES
In
consideration of the premium charged, it is agreed that:
| 1. | Section
V. CONDITIONS AND LIMITATIONS of this Bond is amended as follows: |
| A. | Paragraph
a of Subsection 9. Notice To Company – Proof- Legal Proceedings Against Company
is deleted and replaced with the following: |
| a. | The
Assured shall give the Company notice at the earliest practicable moment, not to exceed sixty (60) days after discovery
of a loss, as long as such notification does not impede the Company’s investigation of any claim, in an amount that is in
excess of 50% of the applicable Deductible Amount, as stated in Item 3 of the Declarations. |
| B. | Subsection
13. Termination is amended by adding the following: |
The
Company shall refund the unearned premium computed at customary short rates if this Bond is terminated by the Assured.
Under any other circumstances, the refund shall be computed pro rata. Payment or tender of any unearned premium by the
Company shall not be a condition precedent to the effectiveness of such termination, but such payment shall be made as soon
as practicable.
The
Company shall mail or deliver a copy of any notice of termination of this Bond to the agent or broker of record, if any, at
its last address known to the Company. Any notice of termination by the Company shall state the specific reason(s) for, and
the effective date of such termination.
| 2. | The
following section is added to this Bond: |
NONRENEWAL AND CONDITIONAL RENEWAL
| (A) | If
the Company (a) nonrenews this Bond, or (b) conditions its renewal upon a change in limits, change in the type of coverage, reduction
of coverage, increased deductible or addition of exclusions, or upon increased premiums in excess of ten percent (10%) of the
expiring rate (exclusive of premiums attributable to increased exposure subsequent to issuance of this Bond or at the request
of the Assured or as a result of experience rating or retrospective rating), the Company shall provide notice
to the Assured as follows: |
| (1) | The Company will mail or deliver to the Assured
between sixty (60) days and one hundred twenty (120) days advance written notice containing the specific reason or reasons
for nonrenewal or conditional renewal, the amount of any premium increase, the nature of any other proposed changes and the Assured’s rights,
if any, to coverage and the duration of such coverage.
Such notice will not be provided in the event that the Assured or its agent or broker of record has mailed or
delivered written notice that this Bond has been replaced or is no longer desired. Additionally, if the Company provides
notice of nonrenewal and subsequently extends the Bond Period for ninety (90) days or less, no additional notice of
nonrenewal will be given. |
| (2) | If
before the expiration date in Item 1 of the Declarations the Company provides an incomplete
or late conditional renewal notice, coverage hereunder will remain in effect on the same
terms and conditions and at the lower of the current rates or the rates for the prior
Bond Period until sixty (60) days after proper notice is mailed, unless the Assured elects to cancel sooner, If
however, the Assured elects to accept the terms, conditions and rates of the conditional renewal notice and renews
this Bond on that basis, then such terms, conditions and rates will govern upon (a) the expirations of such sixty (60) day
period, if notice of conditional renewal was provided to the Assured less than thirty (3) days before this Bond
expiration date; or (b) this Bond’s expiration date, if notice of conditional renewal was provided to the Assured
at least thirty (30) days before this
Bond’s expiration date. |
PF-56008
(08/21)
Page
1 of 2
| (3) | If
the Bond Period is extended due to late notice of nonrenewal or conditional renewal,
then the Limits of Liability will be increased in proportion to the period for which
the Bond Period is extended, provided that if the Assured accepts the terms, conditions
and rates of a conditional renewal notice, such increase will be inapplicable and, instead,
new Limits of Liability applicable to
the renewal period shall become effective as of the inception date of the renewal Bond. |
| (4) | If
the Company does not provide notice of nonrenewal or conditional renewal before the Bond
expiration date set forth in Item 1 of the Declarations, then the Assured may
purchase coverage on the same terms and conditions as the Bond for another Bond Period
or for the immediately preceding
Bond Period. |
| (B) | The
Company shall mail or deliver a copy of any notice of nonrenewal of this Bond by the
Company to the agent or broker of record, if any, at its last address known to the Company.
Any notice of nonrenewal by the Company shall state the specific reason(s) for, and the
effective date of, such nonrenewal. |
This
Bond will be deemed to have been amended to the extent necessary to effect the purposes and intent of this Amendatory
Endorsement.
The
regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of
this Bond or any endorsement to this Bond, whenever added, that are inconsistent with or contrary to the provisions of this
Amendatory Endorsement, unless such Bond or endorsement provisions comply with the applicable insurance laws of the State of
New York.
The
title and any headings in this endorsement/rider are solely for convenience and form not part of the terms and conditions of coverage.
All
other terms, conditions and limitations of this Bond shall remain unchanged.
PF-56008
(08/21)
Page
2 of 2
Rule
17g-1 under the Investment Company Act of 1940 requires that the Board of Directors of the Company approve at least once each
year the form and amount of the indemnity bond against larceny and embezzlement covering each officer and employee of the Company
who, singly or jointly with others, has access to securities or funds of the Company.
State
Street Bank and Trust Company, custodian for the Company, has a broad form of banker’s blanket bond insurance, designed to cover
the loss of securities entrusted to its care, as well as its own securities. The insurance covers securities in the bank’s actual
possession, including those securities deposited with a securities depository or in the Federal book-entry system, and in transit.
A
bond in the amount of $2,250,000 is in excess of the minimum ($1,000,000) required by Rule 17g-1(d) under the Investment Company
Act of 1940 and it is a reasonable amount for General American Investors Company to maintain.
Investment
Company Asset Protection Bond (number J06009360) had been issued to the Company, by Federal Insurance Company (a member of the Chubb
Group of Insurance Companies), dated June 15, 2022, in the amount of $2,250,000. The annual premium ($9,200) for the policy had
been paid by and borne solely by the Company.
A
separate Fiduciary Fidelity Bond For Employee Benefit Plans (number J06009104) was issued to the Company’s Employees’
Retirement Plan and the Company’s Employees’ Thrift Plan by Federal Insurance Company (a member of the Chubb Group
of Insurance Companies), dated June 15, 2022, in the amount of $1,000,000. The annual premium ($1,000) for the policy had also
been paid by and borne solely by the Company.
After
consideration of the arrangements made for the custody and safekeeping of the assets of the Company, the nature of the securities
in the portfolio and the value of the aggregate assets of the Company to which any covered person may have access, upon motion
duly made and seconded it was unanimously (including a majority of Directors of the Board who are not “interested persons”
of the Company)
RESOLVED,
that the form and amount of the insured indemnity bond number J06009360, issued by Federal Insurance Company, dated June 15, 2022,
in the amount of $2,250,000, applicable to the Company be and hereby is approved; and further
RESOLVED,
that the form and amount of the insured indemnity bond number J06009104, issued by Federal Insurance Company, dated June 15, 2022,
in the amount of $1,000,000, applicable to the Company’s Employee Retirement and Thrift Plans, be and hereby is approved;
and further
RESOLVED,
that the premiums for the insured indemnity bond numbers J06009360 and J06009104 be borne and paid entirely by the Company.
The
Chairman then referenced a memorandum and associated information concerning the Company’s asset positions held outside of
the United States of America including information as to the Foreign Custody Manager’s (State Street Bank & Trust Company)
process for selecting, contracting and monitoring sub-custodians; its sub-custodian network and foreign depositories operating
in the associated markets; and reference information concerning Section 17f and Rules 17f-5 and 17f-7.
| | /s/
Linda J. Genid |
|
| | Linda
J. Genid |
|
| | Corporate
Secretary |
|
July
26, 2023
General American Investors (NYSE:GAM-B)
Historical Stock Chart
From May 2024 to Jun 2024
General American Investors (NYSE:GAM-B)
Historical Stock Chart
From Jun 2023 to Jun 2024