| (i) |
A copy of the current fidelity bond (the “Bond”).
|
| (ii) |
A copy
of the resolutions approving the Bond, which were adopted by the Board,
including a majority of the members thereof who are not “interested
persons” (as defined by the 1940 Act) of the
Fund.
|
|
Very truly yours,
|
|||
|
By:
|
/s/ Alexi A. Wellman
|
||
|
Alexi A. Wellman
|
|||
|
Chief Executive, Financial and Accounting Officer
|
|||
|
Chubb Group of Insurance Companies
|
DECLARATIONS
|
|
202B Hall’s Mill Road
|
FINANCIAL INSTITUTION INVESTMENT
|
|
Whitehouse Station, NJ 08889
|
COMPANY ASSET PROTECTION BOND
|
|
NAME OF ASSURED (including its Subsidiaries):
|
Bond Number: 82472976
|
|
ALTABA INC
|
|
|
PO BOX 278
|
|
|
FEDERAL INSURANCE COMPANY
|
|
|
COMMACK, NY 11725
|
Incorporated under the laws of Indiana
|
|
a stock insurance company herein called the COMPANY
|
|
|
Capital Center, 251 North Illinois, Suite 1100
|
|
|
Indianapolis, IN 46204-1927
|
|
ITEM 1.
|
BOND PERIOD: from
|
12:01 a.m. on December 1, 2024
|
|
|
to
|
12:01 a.m. on December 1, 2025
|
|
ITEM 2.
|
LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:
|
|
If
“Not Covered” is inserted below opposite any specified INSURING CLAUSE,
such INSURING CLAUSE and any other reference shall be deemed to be
deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company.
|
|
INSURING CLAUSE
|
SINGLE LOSS
LIMIT OF LIABILITY
|
DEDUCTIBLE
AMOUNT
|
|||
|
1.
|
Employee
|
$ 2,500,000
|
$ 0
|
||
|
2.
|
On Premises
|
$ 2,500,000
|
$ 100,000
|
||
|
3.
|
In Transit
|
$ 2,500,000
|
$ 100,000
|
||
|
4.
|
Forgery or Alteration
|
$ 2,500,000
|
$ 100,000
|
||
|
5.
|
Extended Forgery
|
$ 2,500,000
|
$ 100,000
|
||
|
6.
|
Counterfeit Money
|
$ 2,500,000
|
$ 100,000
|
||
|
7.
|
Threats to Person
|
$ Not Covered
|
$ Not Covered
|
||
|
8.
|
Computer System
|
$ 2,500,000
|
$ 100,000
|
||
|
9.
|
Voice Initiated Funds Transfer
|
||||
|
Instruction
|
$ 2,500,000
|
$ 100,000
|
|||
|
10.
|
Uncollectible Items of Deposit
|
$ 100,000
|
$ 5,000
|
||
|
11.
|
Audit Expense
|
$ 100,000
|
$ 5,000
|
||
|
ITEM 3.
|
THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:
|
|
| 1 - 10 |
|
|
|
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 an authorized representative of the Company.
|
||
|
|
![]() |
|
|
Secretary
|
President
|
|
|
December 4, 2024
|
|
|
|
Date
|
Authorized Representative
|
|
|
ICAP Bond (5-98) - Federal
|
|
|
Form 17-02-1421 (Ed. 5-98)
|
Page 1 of 1
|
|
The
COMPANY, in consideration of payment of the required premium, 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 a part
of this Bond and to all other terms and conditions of this Bond, agrees
to pay the ASSURED for:
|
|
Employee
|
1.
|
Loss resulting directly from Larceny or Embezzlement committed by any Employee, alone or in collusion with others.
|
|
On Premises
|
2.
|
Loss of Property
resulting directly from robbery, burglary, false pretenses, common law
or statutory larceny, misplacement, mysterious
unexplainable disappearance, damage, destruction or
removal, from the possession, custody or control of the ASSURED, while
such Property is lodged or deposited at premises located anywhere.
|
|
In Transit
|
3.
|
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:
|
|||
|
a.
|
in an armored motor vehicle, including loading and unloading thereof,
|
||||
|
b.
|
in the custody of a natural person acting as a messenger of the ASSURED, or
|
||||
|
c.
|
in the custody of a Transportation Company and being transported in a conveyance other than an armored motor vehicle provided, however,
that covered Property transported in such manner is limited to the following:
|
||||
|
(1)
|
written records,
|
||||
|
(2)
|
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 begins immediately on the receipt of such Property by the natural person or Transportation Company and ends immediately on delivery to the premises of the addressee or to any representative of the addressee located anywhere.
|
|||||
|
ICAP Bond (5-98)
|
|||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 1 of 19
|
||||
|
Forgery Or Alteration
|
4.
|
Loss resulting directly from:
|
|
|
a.
|
Forgery
on, or fraudulent material alteration of, any bills of exchange,
checks, drafts, acceptances, certificates of deposits, promissory
notes, due bills, money orders, orders upon public
treasuries, letters of credit, other written promises, orders or
directions to pay sums certain in money, or receipts for the withdrawal
of Property,
or
|
||
|
b.
|
transferring, paying or delivering any funds or other Property,
or establishing any credit or giving any value in reliance on any
written
instructions, advices or applications directed to the
ASSURED authorizing or acknowledging the transfer, payment, delivery or
receipt of funds or other Property,
which instructions, advices or
applications fraudulently purport to bear the
handwritten signature of any customer of the ASSURED, or shareholder or
subscriber to shares of an Investment Company, or of any financial institution
or Employee but which instructions, advices or applications either bear a Forgery or have been fraudulently materially altered without the knowledge and
consent of such customer, shareholder, subscriber, financial institution or Employee;
|
||
|
excluding,
however, under this INSURING CLAUSE any loss covered under INSURING
CLAUSE 5. of this Bond, whether or not coverage for INSURING CLAUSE 5.
is provided for in the
DECLARATIONS of this Bond.
|
|||
|
For
the purpose of this INSURING CLAUSE, a mechanically reproduced
facsimile signature is treated the same as a handwritten signature.
|
|||
|
Extended Forgery
|
5.
|
Loss
resulting directly from the ASSURED having, in good faith, and in the
ordinary course of business, for its own account or the account of
others in any capacity:
|
|||
|
a.
|
acquired,
accepted or received, sold or delivered, or given value, extended
credit or assumed liability, in reliance on any original Securities,
documents or other written instruments which prove to:
|
||||
|
(1)
|
bear a Forgery or a fraudulently material alteration,
|
||||
|
(2)
|
have been lost or stolen, or
|
||||
|
(3)
|
be Counterfeit, or
|
||||
|
b.
|
guaranteed
in writing or witnessed any signatures on any transfer, assignment,
bill of sale, power of attorney, guarantee, endorsement or other
obligation upon or in connection
with any Securities, documents or other written instruments.
|
||||
|
Actual physical possession, and continued actual physical possession if taken as collateral, of such Securities, documents or other written
instruments 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.
|
|||||
|
ICAP Bond (5-98)
|
|||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 2 of 19
|
||||
|
Extended Forgery
(continued)
|
For
the purpose of this INSURING CLAUSE, a mechanically reproduced
facsimile signature is treated the same as a handwritten signature.
|
||
|
Counterfeit Money
|
6.
|
Loss resulting directly from the receipt by the ASSURED in good faith of any Counterfeit money.
|
|
|
Threats To Person
|
7.
|
Loss resulting directly from surrender of Property away from an office of the ASSURED as a result of a threat communicated to the ASSURED
to do bodily harm to an Employee as defined in SECTION 1.e. (1), (2) and (5), a Relative or invitee of such Employee,
or a resident of the household of such Employee, who is, or allegedly is, being held captive provided, however, that prior to the surrender of such Property:
|
|
|
a.
|
the Employee who receives the threat has made a reasonable effort to notify an officer of the ASSURED who is not involved in such threat,
and
|
||
|
b.
|
the
ASSURED has made a reasonable effort to notify the Federal Bureau of
Investigation and local law enforcement authorities concerning such
threat.
|
||
|
It is agreed that for purposes of this INSURING CLAUSE, any Employee
of the ASSURED, as set forth in the preceding paragraph, shall be
deemed to be an ASSURED hereunder, but only with
respect to the surrender of money, securities and other tangible
personal property in which such Employee has a legal or equitable interest.
|
|||
|
Computer System
|
8.
|
Loss resulting directly from fraudulent:
|
|||
|
a.
|
entries of data into, or
|
||||
|
b.
|
changes of data elements or programs within,
|
||||
|
a Computer System, provided the fraudulent entry or change causes:
|
|||||
|
(1)
|
funds or other property to be transferred, paid or delivered,
|
||||
|
(2)
|
an account of the ASSURED or of its customer to be added, deleted, debited or credited, or
|
||||
|
(3)
|
an unauthorized account or a fictitious account to be debited or credited.
|
||||
|
ICAP Bond (5-98)
|
|||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 3 of 19
|
||||
|
Voice Initiated Funds
Transfer Instruction |
9.
|
Loss resulting directly from Voice Initiated Funds Transfer Instruction directed to the ASSURED authorizing the transfer of dividends or
redemption proceeds of Investment Company shares from a Customer’s account, provided such Voice Initiated Funds Transfer
Instruction was:
|
|
|
a.
|
received at the ASSURED’S offices by those Employees of the ASSURED specifically authorized to receive the Voice Initiated Funds Transfer Instruction,
|
||
|
b.
|
made by a person purporting to be a Customer, and
|
||
|
c.
|
made by said person for the purpose of causing the ASSURED or Customer to sustain a loss or making an improper personal financial gain for
such person or any other person.
|
||
|
In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated Funds Transfer Instructions must be received and processed
in accordance with the Designated Procedures outlined in the APPLICATION furnished to the COMPANY.
|
|||
|
Uncollectible Items of Deposit
|
10.
|
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 Investment Company.
|
|||
|
In order for coverage to apply under this INSURING CLAUSE, 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.
|
|||
|
Audit Expense
|
11.
|
Expense
incurred by the ASSURED for that part of the cost of audits or
examinations required by any governmental regulatory authority or
self-regulatory organization to be
conducted by such authority, organization or their
appointee by reason of the discovery of loss sustained by the ASSURED
and covered by this Bond.
|
|
|
ICAP Bond (5-98)
|
|||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 4 of 19
|
||
|
Additional Companies
Included As Assured |
A.
|
If more than one corporation, or Investment Company, or any combination of them is included as the ASSURED herein:
|
|
|
(1)
|
The
total liability of the COMPANY under this Bond for loss or losses
sustained by any one or more or all of them shall not exceed the limit
for which the COMPANY would be liable
under this Bond if all such loss were sustained by any
one of them.
|
||
|
(2)
|
Only
the first named ASSURED shall be deemed to be the sole agent of the
others 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. The COMPANY shall furnish each Investment Company
with a copy of
the Bond and with any amendment thereto, together with
a copy of each formal filing of claim by any other named ASSURED and
notification of the terms of the settlement of each such claim prior to
the execution of such settlement.
|
||
|
(3)
|
The COMPANY shall not be responsible for the proper application of any payment made hereunder to the first named ASSURED.
|
||
|
(4)
|
Knowledge
possessed or discovery made by any partner, director, trustee, officer
or supervisory employee of any ASSURED shall constitute knowledge or
discovery by all the ASSUREDS
for the purposes of this Bond.
|
||
|
(5)
|
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.
|
||
|
Representation Made By
Assured |
B.
|
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.
|
|
|
The
ASSURED must promptly notify the COMPANY of any change in any fact or
circumstance which materially affects the risk assumed by the COMPANY
under 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.
|
|||
|
ICAP Bond (5-98)
|
|||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 5 of 19
|
||
|
Additional Offices Or
Employees - Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities - Notice To Company |
C.
|
If the ASSURED, other than an Investment Company,
while this Bond is in force, merges or consolidates with, or purchases
or acquires
assets or liabilities of another institution, the
ASSURED shall not have the coverage afforded under this Bond for loss
which has:
|
|
|
(1)
|
occurred or will occur on premises, or
|
||
|
(2)
|
been caused or will be caused by an employee, or
|
||
|
(3)
|
arisen or will arise out of the assets or liabilities,
|
||
| of such institution, unless the ASSURED: | |||
|
a.
|
gives
the COMPANY 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
|
||
|
b.
|
obtains
the written consent of the COMPANY to extend some or all of the
coverage provided by this Bond to such additional exposure, and
|
||
|
c.
|
on obtaining such consent, pays to the COMPANY an additional premium.
|
||
|
Change Of Control -
Notice To Company |
D.
|
When the ASSURED learns of a change in control (other than in an Investment Company),
as set forth in Section 2(a) (9) of the Investment
Company Act of 1940, the ASSURED shall within sixty
(60) days give written notice to the COMPANY setting forth:
|
|
|
(1)
|
the
names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are registered in another
name),
|
||
|
(2)
|
the
total number of voting securities owned by the transferors and the
transferees (or the beneficial owners), both immediately before and
after the transfer, and
|
||
|
(3)
|
the total number of outstanding voting securities.
|
||
|
Failure
to give the required notice shall result in termination of coverage for
any loss involving a transferee, to be effective on the date of such
change in control.
|
|||
|
Court Costs And
Attorneys’ Fees |
E.
|
The
COMPANY will indemnify the ASSURED for court costs and reasonable
attorneys’ fees incurred and paid by the ASSURED in defense, whether or
not successful, whether or not fully
litigated on the merits and whether or not settled, of
any claim, suit or legal proceeding with respect to which the ASSURED
would be entitled to recovery under this Bond. However, with respect to
INSURING CLAUSE 1., this Section shall
only apply in the event that:
|
||
|
(1)
|
an Employee admits to being guilty of Larceny or Embezzlement,
|
|||
|
(2)
|
an Employee is adjudicated to be guilty of Larceny or Embezzlement, or
|
|||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 6 of 19
|
|||
|
Court Costs And
Attorneys’ Fees (continued) |
(3)
|
in
the absence of 1 or 2 above, an arbitration panel agrees, after a
review of an agreed statement of facts between the COMPANY and the
ASSURED, that an Employee would be found guilty of Larceny or Embezzlement if such Employee were prosecuted.
|
||
|
The
ASSURED shall promptly give notice to the COMPANY of any such suit or
legal proceeding and at the request of the COMPANY 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.
If
the COMPANY declines to defend the ASSURED, no settlement without the
prior written consent of the COMPANY nor judgment against the ASSURED
shall determine the existence,
extent or amount of coverage under this Bond.
If
the amount demanded in any such suit or legal proceeding is within the
DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court
costs and attorney’s fees
incurred in defending all or part of such suit or
legal proceeding.
If
the amount demanded in any such suit or legal proceeding is in excess
of the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the
applicable INSURING CLAUSE, the
COMPANY’S liability for court costs and attorney’s
fees incurred in defending all or part of such suit or legal proceedings
is limited to the proportion of such court costs and attorney’s fees
incurred that the LIMIT OF LIABILITY stated
in ITEM 2. of the DECLARATIONS for the applicable
INSURING CLAUSE bears to the total of the amount demanded in such suit
or legal proceeding.
If
the amount demanded in any such suit or legal proceeding is in excess
of the DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY
stated in ITEM 2. of the DECLARATIONS
for the applicable INSURING CLAUSE, the COMPANY’S
liability for court costs and attorney’s fees incurred in defending all
or part of such suit or legal proceedings shall be limited to the
proportion of such court costs or attorney’s fees
that the amount demanded that would be payable under
this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
amount demanded.
Amounts
paid by the COMPANY for court costs and attorneys’ fees shall be in
addition to the LIMIT OF LIABILITY stated in ITEM 2. of the
DECLARATIONS.
|
||||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 7 of 19
|
|||
|
Definitions
|
1.
|
As used in this Bond:
|
|||
|
a.
|
Computer System
means a computer and all input, output, processing, storage, off-line
media libraries, and communication facilities which
are connected to the computer and which are under the
control and supervision of the operating system(s) or application(s)
software used by the ASSURED.
|
||||
|
b.
|
Counterfeit means an imitation of an actual valid original which is intended to deceive and be taken as the original.
|
||||
|
c.
|
Custodian means the institution designated by an Investment Company to maintain possession and
control of its assets.
|
||||
|
d.
|
Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment
Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction.
|
||||
|
e.
|
Employee means:
|
||||
|
(1)
|
an officer of the ASSURED,
|
||||
|
(2)
|
a
natural person while in the regular service of the ASSURED at any of
the ASSURED’S premises and compensated directly by the ASSURED through
its payroll system and subject to the
United States Internal Revenue Service Form W-2 or
equivalent income reporting plans of other countries, and whom the
ASSURED has the right to control and direct both as to the result to be
accomplished and details and means by which such
result is accomplished in the performance of such
service,
|
||||
|
(3)
|
a guest student pursuing studies or performing duties in any of the ASSURED’S premises,
|
||||
|
(4)
|
an attorney retained by the ASSURED and an employee of such attorney while either is performing legal services for the ASSURED,
|
||||
|
(5)
|
a
natural person provided by an employment contractor to perform employee
duties for the ASSURED under the ASSURED’S supervision at any of the
ASSURED’S premises,
|
||||
|
(6)
|
an employee of an institution merged or consolidated with the ASSURED prior to the effective date of this Bond,
|
||||
|
(7)
|
a
director or trustee of the ASSURED, but only while performing acts
within the scope of the customary and usual duties of any officer or
other employee of the ASSURED 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, or
|
||||
|
ICAP Bond (5-98)
|
|||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 8 of 19
|
||||
|
Definitions
(continued) |
(8)
|
each
natural person, partnership or corporation authorized by written
agreement with the ASSURED to perform services as electronic data
processor of checks or other accounting
records related to such checks but only while such
person, partnership or corporation is actually performing such services
and not:
|
||
|
a.
|
creating, preparing, modifying or maintaining the ASSURED’S computer software or programs, or
|
|||
|
b.
|
acting as transfer agent or in any other agency capacity in issuing checks, drafts or securities for the ASSURED,
|
|||
|
(9)
|
any
partner, officer or employee of an investment advisor, an underwriter
(distributor), a transfer agent or shareholder accounting recordkeeper,
or an administrator, for an Investment Company while performing acts coming within the scope of the customary and usual duties of an officer or employee of an Investment Company or acting
as a member of any committee duly elected or appointed to examine, audit or have custody of or access to Property of an Investment Company.
|
|||
|
The term Employee shall not include any partner, officer or employee of a transfer agent, shareholder accounting recordkeeper or
administrator:
|
||||
|
a.
|
which is not an “affiliated person” (as defined in Section 2(a) of the Investment Company Act of 1940) of an Investment Company or of the
investment advisor or underwriter (distributor) of such Investment Company, or
|
|||
|
b.
|
which is a “bank” (as defined in Section 2(a) of the Investment Company Act of 1940).
|
|||
|
This
Bond does not afford coverage in favor of the employers of persons as
set forth in e. (4), (5) and (8) above, and upon payment to the ASSURED
by the COMPANY resulting
directly from Larceny or Embezzlement
committed by any of the partners, officers or employees of such
employers, whether acting alone or in collusion with
others, an assignment of such of the ASSURED’S rights
and causes of action as it may have against such employers by reason of
such acts so committed shall, to the extent of such payment, be given by
the ASSURED to the COMPANY, and the
ASSURED shall execute all papers necessary to secure
to the COMPANY the rights provided for herein.
|
||||
|
Each
employer of persons as set forth in e.(4), (5) and (8) above and the
partners, officers and other employees of such employers shall
collectively be deemed to be one person
for all the purposes of this Bond; excepting, however,
the fifth paragraph of Section 13.
|
||||
|
Independent
contractors not specified in e.(4), (5) or (8) above, intermediaries,
agents, brokers or other representatives of the same general character
shall not be considered Employees.
|
||||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 9 of 19
|
|||
|
Definitions
(continued) |
f.
|
Forgery
means the signing of the name of another natural person with the intent
to deceive but does not mean a signature which consists in
whole or in part of one’s own name, with or without
authority, in any capacity for any purpose.
|
||
|
g.
|
Investment Company means any investment company registered under the Investment Company Act of 1940 and listed under the NAME OF ASSURED on
the DECLARATIONS.
|
|||
|
h.
|
Items of Deposit means one or more checks or drafts drawn upon a financial institution in the United States of America.
|
|||
|
i.
|
Larceny or Embezzlement means larceny or embezzlement as defined in Section 37 of the Investment Company Act of 1940.
|
|||
|
j.
|
Property
means money, revenue and other stamps; securities; including any note,
stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of deposit, certificate of
interest or participation in any profit-sharing agreement, collateral
trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting
trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other mineral
rights, any interest or instruments commonly known as a security under
the Investment Company Act of 1940, any other
certificate of interest or participation in, temporary
or interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to or purchase any of the foregoing; bills of
exchange; acceptances; checks; withdrawal orders;
money orders; travelers’ letters of credit; bills of
lading; abstracts of title; insurance policies, deeds, mortgages on real
estate and/or upon chattels and interests therein; assignments of such
policies, deeds or mortgages; other
valuable papers, including books of accounts and other
records used by the ASSURED in the conduct of its business (but
excluding all electronic data processing records); and, all other
instruments similar to or in the nature of the
foregoing in which the ASSURED acquired an interest at
the time of the ASSURED’S consolidation or merger with, or purchase of
the principal assets of, a predecessor or which are held by the ASSURED
for any purpose or in any capacity and
whether so held gratuitously or not and whether or not
the ASSURED is liable therefor.
|
|||
|
k.
|
Relative means the spouse of an Employee or partner of the ASSURED and any unmarried child
supported wholly by, or living in the home of, such Employee or partner and being related to them by blood, marriage or legal guardianship.
|
|||
|
l.
|
Securities, documents or other written instruments means
original (including original counterparts) negotiable or non-negotiable
instruments, or assignments thereof, which in and of
themselves represent an equitable interest, ownership, or debt and which
are in the ordinary course of business transferable by delivery of such
instruments with any necessary
endorsements or assignments.
|
|||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 10 of 19
|
|||
|
Definitions
(continued) |
m.
|
Subsidiary means
any organization that, at the inception date of this Bond, is named in
the APPLICATION or is created during the BOND
PERIOD and of which more than fifty percent (50%) of
the outstanding securities or voting rights representing the present
right to vote for election of directors is owned or controlled by the
ASSURED either directly or through one or more
of its subsidiaries.
|
|
|
n.
|
Transportation Company means any organization which provides its own or its leased vehicles for transportation or which provides freight
forwarding or air express services.
|
||
|
o.
|
Voice Initiated Election means any election concerning dividend options available to Investment Company
shareholders or subscribers which is requested by voice over the telephone.
|
||
|
p.
|
Voice Initiated Redemption means any redemption of shares issued by an Investment Company which
is requested by voice over the telephone.
|
||
|
q.
|
Voice Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election.
|
||
|
For
the purposes of these definitions, the singular includes the plural and
the plural includes the singular, unless otherwise indicated.
|
|||
|
General Exclusions -
Applicable to All Insuring Clauses |
2.
|
This bond does not directly or indirectly cover:
|
||
|
a.
|
loss not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety;
|
|||
|
b.
|
loss
due to 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 Section 2.b.,
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;
|
|||
|
c.
|
loss resulting from the effects of nuclear fission or fusion or radioactivity;
|
|||
|
d.
|
loss
of potential income including, but not limited to, interest and
dividends not realized by the ASSURED or by any customer of the ASSURED;
|
|||
|
e.
|
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;
|
|||
|
f.
|
costs,
fees and expenses incurred by the ASSURED in establishing the existence
of or amount of loss under this Bond, except to the extent covered
under INSURING CLAUSE 11.;
|
|||
|
g.
|
loss resulting from indirect or consequential loss of any nature;
|
|||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 11 of 19
|
|||
|
General Exclusions -
Applicable to All Insuring Clauses (continued) |
h.
|
loss resulting from dishonest acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an Employee,
acting alone or in collusion with others;
|
|||
|
i.
|
loss, or that part of any loss, resulting solely from any violation by the ASSURED or by any Employee:
|
||||
|
(1)
|
of any law regulating:
|
||||
|
a.
|
the issuance, purchase or sale of securities,
|
||||
|
b.
|
securities transactions on security or commodity exchanges or the over the counter market,
|
||||
|
c.
|
investment companies,
|
||||
|
d.
|
investment advisors, or
|
||||
|
(2)
|
of any rule or regulation made pursuant to any such law; or
|
||||
|
j.
|
loss of confidential information, material or data;
|
||||
|
k.
|
loss
resulting from voice requests or instructions received over the
telephone, provided however, this Section 2.k. shall not apply to
INSURING CLAUSE 7. or 9.
|
||||
|
Specific Exclusions -
Applicable To All Insuring Clauses Except Insuring Clause 1. |
3.
|
This Bond does not directly or indirectly cover:
|
|||
|
a.
|
loss caused by an Employee, provided, however, this Section 3.a. shall not apply to loss covered under INSURING CLAUSE 2. or 3. which
results directly from misplacement, mysterious unexplainable disappearance, or damage or destruction of Property;
|
||||
|
b.
|
loss through the surrender of property away from premises of the ASSURED as a result of a threat:
|
||||
|
(1)
|
to do bodily harm to any natural person, except loss of Property in
transit in the custody of any person acting as messenger of the
ASSURED, provided that when such transit was initiated
there was no knowledge by the ASSURED of any such threat, and provided
further that this Section 3.b. shall not apply to INSURING CLAUSE 7., or
|
||||
|
(2)
|
to do damage to the premises or Property of the ASSURED;
|
||||
|
c.
|
loss resulting from payments made or withdrawals from any account involving erroneous credits to such account;
|
||||
|
d.
|
loss involving Items of Deposit which are not finally paid for any reason provided however, that this Section 3.d. shall not apply to
INSURING CLAUSE 10.;
|
||||
|
e.
|
loss of property while in the mail;
|
||||
|
ICAP Bond (5-98)
|
|||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 12 of 19
|
||||
|
Specific Exclusions -
Applicable To All Insuring Clauses Except Insuring Clause 1. (continued) |
f.
|
loss
resulting from the failure for any reason of a financial or depository
institution, its receiver or other liquidator to pay or deliver funds or
other Property to the ASSURED provided further that this Section 3.f. shall not apply to loss of Property resulting
directly from robbery, burglary, misplacement,
mysterious unexplainable disappearance, damage,
destruction or removal from the possession, custody or control of the
ASSURED.
|
|
|
g.
|
loss of Property while in the custody of a Transportation Company, provided however, that this
Section 3.g. shall not apply to INSURING CLAUSE 3.;
|
||
|
h.
|
loss resulting from entries or changes made by a natural person with authorized access to a Computer System 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 by the ASSURED to design, develop, prepare, supply,
service, write or implement programs for the
ASSURED’s Computer System; or
|
||
|
i.
|
loss resulting directly or indirectly from the input of data into a Computer System terminal,
either on the premises of the customer of
the ASSURED or under the control of such a customer,
by a customer or other person who had authorized access to the
customer’s authentication mechanism.
|
|
Specific Exclusions -
Applicable To All Insuring Clauses Except Insuring Clauses 1., 4., And 5. |
4.
|
This bond does not directly or indirectly cover:
|
|
|
a.
|
loss
resulting from 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; provided, however, this Section 4.a. shall
not apply to INSURING CLAUSE 8.;
|
||
|
b.
|
loss resulting from forgery or any alteration;
|
||
|
c.
|
loss involving a counterfeit provided, however, this Section 4.c. shall not apply to INSURING CLAUSE 5. or 6.
|
||
|
Limit Of Liability/Non-
Reduction And Non- Accumulation Of Liability |
5.
|
At
all times prior to termination of this Bond, this Bond shall continue
in force for the limit stated in the applicable sections of ITEM 2. of
the DECLARATIONS, notwithstanding
any previous loss for which the COMPANY may have paid
or be liable to pay under this Bond provided, however, that the
liability of the COMPANY under this Bond with respect to all loss
resulting from:
|
||
|
a.
|
any one act of burglary, robbery or hold-up, or attempt thereat, in which no Employee is concerned or implicated, or
|
|||
|
b.
|
any one unintentional or negligent act on the part of any one person resulting in damage to or destruction or misplacement of Property, or
|
|||
|
c.
|
all acts, other than those specified in a. above, of any one person, or
|
|||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 13 of 19
|
|||
|
Limit Of Liability/Non-Reduction And Non- Accumulation Of
Liability (continued) |
d.
|
any
one casualty or event other than those specified in a., b., or c.
above, shall be deemed to be one loss and shall be limited to the
applicable LIMIT OF LIABILITY stated in
ITEM 2. of the DECLARATIONS of this Bond irrespective
of the total amount of such loss or losses and shall not be cumulative
in amounts from year to year or from period to period.
|
||
|
All acts, as specified in c. above, of any one person which
|
||||
|
i.
|
directly or indirectly aid in any way wrongful acts of any other person or persons, or
|
|||
|
ii.
|
permit the continuation of wrongful acts of any other person or persons
|
|||
|
whether
such acts are committed with or without the knowledge of the wrongful
acts of the person so aided, and whether such acts are committed with or
without the intent to aid
such other person, shall be deemed to be one loss with
the wrongful acts of all persons so aided.
|
||||
|
Discovery
|
6.
|
This
Bond applies only to loss first discovered by an officer of the ASSURED
during the BOND PERIOD. Discovery occurs at the earlier of an officer
of the ASSURED being aware 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.
|
|||
|
Notice To Company -
Proof - Legal Proceedings Against Company |
7.
|
a.
|
The
ASSURED shall give the COMPANY notice thereof at the earliest
practicable moment, not to exceed sixty (60) days after discovery of
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.
|
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 proceedings shall be brought under this Bond by anyone
other than the ASSURED.
|
|||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 14 of 19
|
|||
|
Notice To Company -
Proof - Legal Proceedings Against Company (continued) |
f.
|
Proof of loss involving Voice Initiated Funds Transfer Instruction shall include electronic recordings of such instructions.
|
|
Deductible Amount
|
8.
|
The
COMPANY shall not be liable under any INSURING CLAUSES of this Bond on
account of loss unless the amount of such loss, after deducting the net
amount of all reimbursement
and/or recovery obtained or made by the ASSURED, other
than from any Bond or policy of insurance issued by an insurance
company and covering such loss, or by the COMPANY on account thereof
prior to payment by the COMPANY of such loss,
shall exceed the DEDUCTIBLE AMOUNT set forth in ITEM
3. of the DECLARATIONS, and then for such excess only, but in no event
for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of
the DECLARATIONS.
|
|
There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company.
|
|
Valuation
|
9.
|
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.
|
|||
|
The value of any loss of Property other than books of account or other records used by the ASSURED in the conduct of its business, for
which a claim is made shall be determined by the average market value of such Property on the business day immediately preceding discovery of such loss provided, however, that the value of any Property replaced by the ASSURED with the consent of the COMPANY and prior to the settlement of any claim for such Property 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 said loss is not discovered until after their expiration. If no
market price is quoted for such Property or for such privileges, the value shall be fixed by agreement between the parties.
|
|||
|
OTHER PROPERTY
|
|||
|
The value of any loss of Property, other than as stated above, 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.
|
|||
|
ICAP Bond (5-98)
|
|||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 15 of 19
|
||
|
Securities Settlement
|
10.
|
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 DEDUCTIBLE AMOUNT but within
the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE
AMOUNT bears to the value of the
securities;
|
||
|
c.
|
for
securities having a value greater than the applicable LIMIT OF
LIABILITY - the percentage that the DEDUCTIBLE AMOUNT and portion in
excess of the applicable LIMIT OF LIABILITY
bears to the value of the securities.
|
||
|
The
value referred to in Section 10.a., b., and c. is the value in
accordance with Section 9, 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 and at its sole discretion.
|
|||
|
The
ASSURED shall pay the proportion of the Company’s premium charge for
the Company’s indemnity as set forth in Section 10.a., b., and c. No
portion of the LIMIT OF LIABILITY
shall be used as payment of premium for any indemnity
purchased by the ASSURED to obtain replacement securities.
|
|||
|
Subrogation - Assignment – Recovery
|
11.
|
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.
|
||
|
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 loss which would otherwise have
been paid but for the fact that it is in excess of the applicable 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
|
|||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 16 of 19
|
|||
|
Subrogation - Assignment – Recovery
(continued) |
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.
|
|||
|
Cooperation Of Assured
|
12.
|
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 assistance to secure to the
COMPANY the rights and causes of action provided for under this Bond.
The ASSURED shall do nothing
after loss to prejudice such rights or causes of
action.
|
|||
|
Termination
|
13.
|
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 Securities and
Exchange Commission, Washington, D.C., not less than
sixty (60) days prior to the effective date of such termination.
|
||
|
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
ASSURED Investment Companies
and to the Securities and Exchange Commission, Washington, D.C., not
less than sixty (60) days prior to the effective date of such
termination.
|
||||
|
This Bond will terminate as to any one ASSURED, other than an Investment Company:
|
||||
|
a.
|
immediately on the taking over of such ASSURED by a receiver or other liquidator or by State or Federal officials, or
|
|||
|
b.
|
immediately
on the filing of a petition under any State or Federal statute relative
to bankruptcy or reorganization of the ASSURED, or assignment for the
benefit of creditors of
the ASSURED, or
|
|||
|
c.
|
immediately
upon such ASSURED ceasing to exist, whether through merger into another
entity, disposition of all of its assets or otherwise.
|
|||
|
The
COMPANY shall refund the unearned premium computed at short rates in
accordance with the standard short rate cancellation tables if
terminated by the ASSURED or pro rata if
terminated for any other reason.
|
||||
|
ICAP Bond (5-98)
|
||||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 17 of 19
|
|||
|
Termination
(continued) |
If any partner, director, trustee, or officer or supervisory employee of an ASSURED not acting in collusion with an Employee learns of any
dishonest act committed by such Employee
at any time, whether in the employment of the ASSURED or otherwise,
whether or not such act is of the type covered under this Bond, and
whether against the
ASSURED or any other person or entity, the ASSURED:
|
||
|
a.
|
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
|
||
|
b.
|
within forty-eight (48) hours of learning that an Employee has committed any dishonest act, shall notify the COMPANY, of such action and
provide full particulars of such dishonest act.
|
||
|
The COMPANY may terminate coverage as respects any Employee sixty (60) days after written notice is received by each ASSURED Investment Company and the Securities and Exchange Commission, Washington, D.C. of its desire to terminate this Bond as to such Employee.
|
|||
|
Other Insurance
|
14.
|
Coverage
under this Bond shall apply only as excess over any valid and
collectible insurance, indemnity or suretyship obtained by or on behalf
of:
|
|
|
a.
|
the ASSURED,
|
||
|
b.
|
a Transportation Company, or
|
||
|
c.
|
another
entity on whose premises the loss occurred or which employed the person
causing the loss or engaged the messenger conveying the Property
involved.
|
||
|
Conformity
|
15.
|
If
any 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.
|
|
Change or Modification
|
16.
|
This
Bond or any instrument amending or affecting this Bond may not be
changed or modified orally. 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 to the Securities and
Exchange Commission, Washington, D.C., by the acting party.
|
|||
|
ICAP Bond (5-98)
|
|||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 18 of 19
|
||
|
Change or Modification
(continued) |
If
this Bond is for a joint ASSURED, no charge 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 to all insured Investment Companies and to the Securities and Exchange Commission, Washington, D.C., by the COMPANY.
|
||
|
ICAP Bond (5-98)
|
|||
|
Form 17-02-1421 (Ed. 5-98)
|
Page 19 of 19
|
||
|
ENDORSEMENT/RIDER
|
||
|
Effective date of
|
||
|
this endorsement/rider: December 1, 2024
|
FEDERAL INSURANCE COMPANY
|
|
|
Endorsement/Rider No.
|
1
|
|
|
To be attached to and
|
||
|
form a part of Policy No.
|
82472976
|
|
|
Issued to: ALTABA INC
|
|
|
COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS
|
|
|
It
is agreed that this insurance does not apply to the extent that trade
or economic sanctions or other similar laws or regulations prohibit the
coverage provided by this
insurance.
|
|
|
The
title and any headings in this endorsement/rider are solely for
convenience and form no part of the terms and conditions of coverage.
|
|
|
All other terms, conditions and limitations of this Policy shall remain unchanged.
|
|
|
|
|
|
Authorized Representative
|
|
|
14-02-9228 (2/2010)
|
Page 1
|
|
ENDORSEMENT/RIDER
|
||
|
Effective date of
|
||
|
this endorsement/rider: December 1, 2024
|
FEDERAL INSURANCE COMPANY
|
|
|
Endorsement/Rider No.
|
2
|
|
|
To be attached to and
|
||
|
form a part of Bond No.
|
82472976
|
|
|
Issued to: ALTABA INC
|
|||
|
NEW YORK AMENDATORY ENDORSEMENT – LATE NOTICE
|
|||
|
In consideration of the premium charged, it is agreed that:
|
|||
|
(1)
|
Subject to the terms and conditions of this insurance, failure to provide notice of a Claim
pursuant to the reporting and/or notice
provisions of this policy shall not invalidate any
coverage that would have otherwise been available unless the failure to
provide such timely notice has prejudiced the Company; except as
provided in paragraph (2) below.
|
||
|
(2)
|
Failure to provide notice of a Claim
pursuant to the reporting and/or notice provisions of this policy shall
not invalidate any coverage
if it is shown that it was not reasonably possible to
give such notice within the prescribed time, and that such notice was
given as soon as reasonably possible thereafter.
|
||
|
(3)
|
The burden of proving prejudice for failure to provide timely notice shall be on:
|
||
|
(a)
|
the Company if the notice was provided within two (2) years of the time required under this policy; or
|
||
|
(b)
|
the Insured, injured person, or claimant if the notice was provided more than two (2) years after the time required under this policy.
|
||
|
(4)
|
Notwithstanding the above paragraph, an irrebuttable presumption of prejudice shall apply if, prior to notice:
|
||
|
(a)
|
the Insured’s liability has been determined by a court of competent jurisdiction or by binding arbitration; or
|
||
|
(b)
|
the Insured has entered into any settlement or other compromise.
|
||
|
(5)
|
Except as expressly set forth in this endorsement, nothing herein shall be construed:
|
||
|
(a)
|
to amend provisions in the policy stating that claims shall be made during the Policy Period, any renewal thereof, or any extended
reporting period; or
|
||
|
(b)
|
to duplicate coverage under multiple policy periods.
|
||
|
The
title and any headings in this endorsement/rider are solely for
convenience and form no part of the terms and conditions of coverage.
|
|||
|
All other terms, conditions and limitations of this Bond shall remain unchanged.
|
|||
|
|
|||
|
Authorized Representative
|
|||
|
14-02-14839 (2/2009)
|
Page 1
|
||
|
ENDORSEMENT/RIDER
|
||
|
Effective date of
|
||
|
this endorsement/rider: December 1, 2024
|
FEDERAL INSURANCE COMPANY
|
|
|
Endorsement/Rider No.
|
3
|
|
|
To be attached to and
|
||
|
form a part of Bond No.
|
82472976
|
|
|
Issued to: ALTABA INC
|
||
|
NEW YORK AMENDATORY ENDORSEMENT
|
||
|
In consideration of the premium charged, it is agreed that:
|
||
|
1.
|
Any
reference in the policy to the Superintendent of Insurance is hereby
deleted and replaced with the Superintendent of Financial Services.
|
|
|
2.
|
Any
reference in the policy to the Insurance Department is hereby deleted
and replaced with the Department of Financial Services.
|
|
|
The
title and any headings in this endorsement/rider are solely for
convenience and form no part of the terms and conditions of coverage.
|
||
|
All other terms, conditions and limitations of this Bond shall remain unchanged.
|
||
|
|
||
|
Authorized Representative
|
||
|
14-02-19952 (05/2013)
|
Page 1
|
|
|
ENDORSEMENT/RIDER
|
||
|
Effective date of
|
||
|
this endorsement/rider: December 1, 2024
|
FEDERAL INSURANCE COMPANY
|
|
|
Endorsement/Rider No.
|
4
|
|
|
To be attached to and
|
||
|
form a part of Bond No.
|
82472976
|
|
|
Issued to: ALTABA INC
|
||
|
DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION ENDORSEMENT
|
||
|
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
|
||
|
1.
|
The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.
|
|
|
2.
|
The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced with the following:
|
|
|
If
this Bond is for a joint 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 to all insured Investment Companies and the Securities and Exchange Commission, Washington, D.C., by the COMPANY.
|
||
|
The
title and any headings in this endorsement/rider are solely for
convenience and form no part of the terms and conditions of coverage.
|
||
|
All other terms, conditions and limitations of this Bond shall remain unchanged.
|
||
|
|
||
|
Authorized Representative
|
||
|
17-02-2437 (12/2006) rev.
|
Page 1
|
|
|
ENDORSEMENT/RIDER
|
||
|
Effective date of
|
||
|
this endorsement/rider: December 1, 2024
|
FEDERAL INSURANCE COMPANY
|
|
|
Endorsement/Rider No.
|
5
|
|
|
To be attached to and
|
||
|
form a part of Bond No.
|
82472976
|
|
|
Issued to: ALTABA INC
|
||
|
AUTOMATIC INCREASE IN LIMITS ENDORSEMENT
|
||
|
In
consideration of the premium charged, it is agreed that GENERAL
AGREEMENTS, Section C. Additional Offices Or Employees-Consolidation,
Merger Or Purchase Or Acquisition Of
Assets Or Liabilities-Notice To Company, is amended by
adding the following subsection:
|
||
|
Automatic Increase in Limits for Investment Companies
|
||
|
If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940 (“the Act”), due to:
|
||
|
(i)
|
the creation of a new Investment Company, other than by consolidation or merger with, or purchase or acquisition of assets or liabilities
of, another institution; or
|
|
|
(ii)
|
an increase in asset size of current Investment Companies covered under this Bond,
|
|
|
then
the minimum required increase in limits shall take place automatically
without payment of additional premium for the remainder of the BOND
PERIOD.
|
||
|
The
title and any headings in this endorsement/rider are solely for
convenience and form no part of the terms and conditions of coverage.
|
||
|
All other terms, conditions and limitations of this Bond shall remain unchanged.
|
||
|
|
||
|
Authorized Representative
|
||
|
14-02-14098 (04/2008)
|
Page 1
|
|
|
FEDERAL INSURANCE COMPANY
|
||
|
Endorsement No.
|
6
|
|
|
Bond Number:
|
82472976
|
|
|
NAME OF ASSURED: ALTABA INC
|
||||
|
TELEFACSIMILE INSTRUCTION FRAUD ENDORSEMENT
|
||||
|
It is agreed that this Bond is amended as follows:
|
||||
|
1.
|
By adding the following INSURING CLAUSE:
|
|||
|
12.
|
Telefacsimile Instruction
|
|||
|
Loss resulting directly from the ASSURED having transferred, paid or delivered any funds or other Property or established any credit,
debited any account or given any value on the faith of any fraudulent instructions sent by a Customer, financial institution or another office of the ASSURED by Telefacsimile
directly to the ASSURED authorizing or acknowledging the transfer, payment or delivery of funds or Property or the establishment of a credit or the debiting of an account or the giving of value by
the ASSURED where such Telefacsimile instructions:
|
||||
|
a.
|
bear a valid test key exchanged between the ASSURED and a Customer or another financial institution with authority to use such test key
for Telefacsimile
instructions in the ordinary course of business, but which test key has
been wrongfully obtained by a person who was not authorized to
initiate, make, validate or authenticate a
test key arrangement, and
|
|||
|
b.
|
fraudulently purport to have been sent by such Customer or financial institution when such Telefacsimile
instructions were transmitted without the knowledge or consent of such Customer or financial institution by a person other than such Customer or financial
institution and which bear a Forgery of a signature, provided that the Telefacsimile instruction was verified by a direct call back to an employee of the
financial institution, or a person thought by the ASSURED to be the Customer, or an employee of another financial institution.
|
|||
|
2.
|
By deleting from Section 1., Definitions, the definition of Customer in its entirety, and substituting the following:
|
|||
|
d.
|
Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment
Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction or Telefacsimile Instruction.
|
|||
|
ICAP Bond
|
||||
|
Form 17-02-2367 (Rev. 10-03)
|
Page 1
|
|||
|
3.
|
By adding to Section 1., Definitions, the following:
|
|
|
r.
|
Telefacsimile means a system of transmitting written documents by electronic signals over telephone lines to equipment maintained by the
ASSURED for the purpose of reproducing a copy of said document. Telefacsimile does not mean electronic communication sent by Telex or similar means of communication, or through an electronic
communication system or through an automated clearing house.
|
|
|
4.
|
By adding to Section 3., Specific Exclusions Applicable to All Insuring Clauses Except Insuring Clause 1. the following:
|
|
|
j.
|
loss resulting directly or indirectly from Telefacsimile instructions provided, however, this exclusion shall not apply to this INSURING
CLAUSE.
|
|
|
This Endorsement applies to loss discovered after 12:01 a.m. on December 1, 2024.
|
||
|
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
|
||
|
Date: December 4, 2024
|
By |
|
|
Authorized Representative
|
||
|
ICAP Bond
|
||
|
Form 17-02-2367 (Rev. 10-03)
|
Page 2
|
|
|
FEDERAL INSURANCE COMPANY
|
||
|
Endorsement No.
|
7
|
|
|
Bond Number:
|
82472976
|
|
|
NAME OF ASSURED: ALTABA INC
|
||||
|
REVISE ITEM 2. ENDORSEMENT
|
||||
|
It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and substituting the following:
|
||||
|
ITEM 2. LIMITS OF LIABILITY-DEDUCTIBLE AMOUNTS:
|
||||
|
If
“Not Covered” is inserted below opposite any specified INSURING CLAUSE,
such INSURING CLAUSE and any other reference to such INSURING CLAUSE in
this Bond shall be deemed to be
deleted. There shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any Investment Company.
|
||||
|
INSURING CLAUSE
|
SINGLE LOSS
LIMIT OF LIABILITY
|
DEDUCTIBLE
AMOUNT
|
||
|
1.
|
Employee
|
$ 2,500,000
|
$ 0
|
|
|
2.
|
On Premises
|
$ 2,500,000
|
$ 100,000
|
|
|
3.
|
In Transit
|
$ 2,500,000
|
$ 100,000
|
|
|
4.
|
Forgery or Alteration
|
$ 2,500,000
|
$ 100,000
|
|
|
5.
|
Extended Forgery
|
$ 2,500,000
|
$ 100,000
|
|
|
6.
|
Counterfeit Money
|
$ 2,500,000
|
$ 100,000
|
|
|
7.
|
Threats to Person
|
$ Not Covered
|
$ Not Covered
|
|
|
8.
|
Computer System
|
$ 2,500,000
|
$ 100,000
|
|
| 9. |
Voice Initiated Funds Transfer Instruction
|
$ 2,500,000
|
$ 100,000
|
|
|
10.
|
Uncollectible Items of Deposit
|
$ 100,000
|
$ 5,000
|
|
|
11.
|
Audit Expense
|
$ 100,000
|
$ 5,000
|
|
| 12. |
Telefacsimile Instructions |
$ 2,500,000 |
$ 100,000 |
|
| 13. |
Unauthorized Signature |
$ 100,000 |
$ 5,000 | |
|
This Endorsement applies to loss discovered after 12:01 a.m. on December 1, 2024.
|
||||
|
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
|
||||
|
Date: December 4, 2024
|
By |
|
|
Authorized Representative
|
||
|
ICAP Bond
|
||
|
Form 17-02-1582 (Ed. 5-98)
|
Page 1
|
|
|
FEDERAL INSURANCE COMPANY
|
||
|
Endorsement No.
|
8
|
|
|
Bond Number:
|
82472976
|
|
|
NAME OF ASSURED: ALTABA INC
|
|||
|
AMEND DEFINITION OF EMPLOYEE - ADD OFFICER, PARTNER OR EMPLOYEE
OF DEPOSITORY OR EXCHANGE ENDORSEMENT
|
|||
|
It is agreed that this Bond is amended as follows:
|
|||
|
1.
|
By adding to the definition of Employee in Section 1., Definitions, the following:
|
||
|
(10)
|
each officer, partner or employee of
|
||
|
a.
|
a Depository or Exchange;
|
||
|
b.
|
any
nominee in whose name is registered any security included in the
systems for the central handling of securities established and
maintained by any Depository, and
|
||
|
c.
|
any recognized service company which provides clerks or other personnel to any Depository or Exchange
on a contract basis,
|
||
|
while such officer, partner or employee is performing services for any Depository in the operation of systems for the central handling of
securities.
|
|||
|
2.
|
By adding to Section 1., Definitions, the following:
|
||
|
s.
|
Depository means any securities depository (other than any foreign securities depository) in which an Investment
Company may deposit its securities in accordance with Rule 17f-4 under the Investment Company Act of 1940.
|
||
|
t.
|
Exchange means any national securities exchange registered under the Securities Exchange Act of 1934.
|
||
|
This Endorsement applies to loss discovered after 12:01 a.m. on December 1, 2024.
|
|||
|
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
|
|||
|
Date: December 4, 2024
|
By |
|
|
Authorized Representative
|
||
|
ICAP Bond
|
||
|
Form 17-02-5620 (Ed. 10-03)
|
||
|
FEDERAL INSURANCE COMPANY
|
||
|
Endorsement No.
|
9
|
|
|
Bond Number:
|
82472976
|
|
|
NAME OF ASSURED: ALTABA INC
|
||||
|
UNAUTHORIZED SIGNATURE ENDORSEMENT
|
||||
|
It is agreed that this Bond is amended as follows:
|
||||
|
1.
|
By adding the following INSURING CLAUSE:
|
|||
|
13.
|
Unauthorized Signature
|
|||
|
Loss resulting directly from the ASSURED having accepted, paid or cashed any check or Withdrawal Order
made or drawn on or against the account of the
ASSURED’S customer which bears the signature or endorsement of one other
than a person whose name and signature is on file with the ASSURED as a
signatory on such account.
|
||||
|
It
shall be a condition precedent to the ASSURED’S right of recovery under
this INSURING CLAUSE that the ASSURED shall have on file signatures of
all the persons who are
signatories on such account.
|
||||
|
2.
|
By adding to Section 1., Definitions, the following:
|
|||
|
u.
|
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.
|
|||
|
v.
|
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 on
books maintained for that purpose by or on behalf of the issuer, and
|
|||
|
(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.
|
|||
|
ICAP Bond
|
||||
|
Form 17-02-5602 (Ed. 10-03)
|
Page 1
|
|||
|
w.
|
Withdrawal Order means a non-negotiable instrument, other than an Instruction,
signed by a
customer of the ASSURED authorizing the ASSURED to
debit the customer’s account in the amount of funds stated therein.
|
|
|
This Endorsement applies to loss discovered after 12:01 a.m. on December 1, 2024.
|
||
|
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
|
||
|
Date: December 4, 2024
|
By |
|
|
Authorized Representative
|
||
|
ICAP Bond
|
||
|
Form 17-02-5602 (Ed. 10-03)
|
Page 2
|
|
|
/s/ Alexi A. Wellman
|
||
|
Chief Executive, Financial and Accounting Officer
|