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December 21, 2018



United States Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549

Re: 180 Degree Capital Corp.
File Number 811-07074

Dear Sir or Madam:

Filed herewith is the fidelity bond for 180 Degree Capital Corp. (the "Company") as required by Rule 17g-1 under the Investment Company Act of 1940 (the "1940 Act") for the period covering December 11, 2018 through December 11, 2019. Enclosed is a copy of the executed bond, endorsements, and resolutions approved by a majority of the board of directors of the company who are not "interested persons" as defined by Section 2(a)(19) of the 1940 Act. The premiums of the bond ($16,250) have been paid for the entire period covered by the bond. Please contact the undersigned at 973-746-4500 with any questions.

Sincerely,

/s/ Daniel B. Wolfe

Daniel B. Wolfe
Chief Compliance Officer


Enclosures






 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Management Protection
ACE American Insurance Company
 
 
Insurance Policy
 
 
This Policy is issued by the stock insurance company listed above (herein “Insurer”).
THIS POLICY IS A CLAIMS MADE POLICY. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS POLICY COVERS
ONLY CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD. PLEASE READ THIS
POLICY CAREFULLY.
 
 
 
 
 
 
 
DEFENSE AND CLAIMS EXPENSES ARE WITHIN THE LIMITS OF LIABILITY OF THIS POLICY.
 
 
DECLARATIONS
 
Policy No.
DON G24581378 009
 
 
 
 
 
 
 
Item 1.
Company:
 
180 Degree Capital Corp
 
 
 
 
 
 
Principal Address:
 
7 N. Willow Street, Suite 4B
 
 
 
 
 
 
 
 
 
Montclair, NJ 07042
 
 
 
 
 
Item 2.
A.
Policy Period:
 
From 12:01 A.M. 12/11/2018 To 12:01 A.M. 12/11/2019
 
 
 
 
 
 
(Local time at the address shown in Item 1)
 
 
 
 
B.
Limit Period:
 
1. Same as Policy period
 
 
Yes
 
No
 
 
 
 
2. One Year within Policy Period
 
 
Yes
 
No
Item 3.
Limit of Liability:
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted
 
 
Amount
 
A.
Single Aggregate Limit of Liability for all
 
Yes
No
$
6,000,000
 
 
Coverage Parts, combined
 
 
 
 
 
 
B. Separate Limits of Liability
 
Yes
No
$
6,000,000
 
 
Coverage Part(s)
 
 
 
Limit of Liability
 
 
 
Financial Institution Bond
$
6,000,000
 
 
 
Item 4.
Coverage Parts Purchased
 
 
 
 
 
 
Financial Institution Bond
$
6,000,000
 
 
 
Item 5.
Policy Premium:
$
16,250
 
 
 
 
 
 
 
Annual Premium:
$
16,250
 
 
 
 
 
 
 
Discovery Period:
 
 
 
 
 
 
 





 
A. Additional Premium: 0% of Annual Premium
 
 
 
 
 
 
B. Additional Period:
 
0 months
 
 
 
 
 
 
MPDC002 (4-99)
Page 1 of 2






 

 
 
 
Item 6.
Notice to Insurer:
 
 
A.
Notice of Claim, Wrongful Act or Loss:
 
 
 
CHUBB
 
 
P.O. Box 5105
 
 
Scranton, PA 18505-0518
 
 
Fax: 877-746-4641
 
 
Email address for submitting Claims,
 
 
ChubbClaimsFirstNotice@Chubb.com
 
 
Email address for all other correspondence,
 
 
WorkViewFLChubbIncoming@chubb.com
 
 
B.
All other notices:
 
 
 
ACE USA
 
 
Attn: Chief Underwriting Officer
 
 
1133 Avenue of the Americas, 32ND Floor
 
 
New York, NY 10036
 
Item 7.
Endorsements to the General Conditions and Limitations Effective at Inception:
 
CC1K11i (02/18) – Signatures
 
MPLA001aNY (01/09) – New York Amendatory
 
MPLL001NY (10/91) – New York Changes-Transfer of Duties
 
MPNR001NY (04/98) – New York NonRenewal Amendatory
 
MP-4Z66 (05/00) – New York Amendatory (Regulation 121 – Claims Made)
 
MPP/ICBB (04/10) – SEC Cancellation
 
MPP/ICBB (04/10) – Amend Deductible
 
MS-5577 (03/17) -Social Engineering
 
PF-46422 (07/15) – Trade or Economic Sanctions Endorsement
 
PF-17914a (04/16) – U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Advisory
 
ALL-20887a (03/16) – ACE Producer Compensation Practices & Policies
 
Date: 12/14/2018







 

 
 
 
 
 
 
 
 
 
Management Protection
 
 
 
 
ACE American Insurance Company
Insurance Policy
 
 
 
In consideration of the payment of the premium and in reliance on all statements made and information furnished by
the Company to the Insurer in the Application, which is hereby made a part hereof, and subject to the foregoing
Declarations and to all other terms of this Policy, the Company, the Insureds, and the Insurer agree as follows:
 
GENERAL CONDITIONS AND LIMITATIONS
 
 
1
.
TERMS AND CONDITIONS
 
 
 
 
Except for the General Conditions and Limitations or unless stated to the contrary in any Coverage Part, the
 
 
terms and conditions of each Coverage Part of this Policy apply only to that Coverage Part and shall not apply
 
 
to any other Coverage Part of this Policy. Any term referenced in the General Conditions and Limitations
 
 
which is defined in a Coverage Part shall, for purposes of coverage under that Coverage Part, have the
 
 
meaning set forth in that Coverage Part. If any provision in the General Conditions and Limitations is
 
 
inconsistent or in conflict with the terms and conditions of any Coverage Part, the terms and conditions of such
 
 
Coverage Part shall control for purposes of that Coverage Part.
 
2
.
DEFINITIONS
 
 
 
 
When used in this Policy:
 
 
 
 
A.
Annual Premium means the original annualized premium and the fully annualized amount of any
 
 
 
additional premiums charged by the Insurer for or during the Policy Period.
 
 
 
B.
Application means all signed applications, including attachments and materials submitted therewith,
 
 
 
for this Policy or for any policy issued by the Insurer of which this Policy is a direct or indirect renewal
 
 
 
or replacement. All such applications, attachments and materials are deemed attached to and
 
 
 
incorporated into this Policy.
 
 
 
 
C.
Company means, collectively, the Parent Company and the Subsidiaries, including any such





 
 
 
organization as a debtor in possession under United States bankruptcy law or an equivalent status
 
 
 
under the law of any other country.
 
 
 
 
D.
Defense Costs means reasonable costs, charges, fees (including but not limited to attorneys’ fees
 
 
 
and experts’ fees) and expenses (other than regular or overtime wages, salaries or fees of the
 
 
 
directors, officers or employees of the Company) incurred by the Insureds in defending or investigating
 
 
 
Claims and the premium for appeal, attachment or similar bonds.
 
 
 
E.
Discovery Period means the period for the extension of coverage, if exercised, described in
 
 
 
Subsection 4 or 10(b) of these General Conditions and Limitations.
 
 
 
F.
ERISA means the Employee Retirement Income Security Act of 1974, as amended, any similar state
or local common or statutory law and any rules and regulations promulgated thereunder.
 
 
 
·
Executive Officers, either in the singular or plural, means with respect to any Company its
 
 
 
chairperson, president, chief executive officer, chief financial officer, in-house general counsel and,
 
 
 
solely with respect to the Employment Practices Coverage Part if granted, the director of human
 
 
 
resources or equivalent position.
 
 
MPGT 001 (04/99)
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·
Financial Impairment means the status of the Company resulting from (1) the appointment by any
 
 
 
state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or
 
 
 
similar official to take control of, supervise, manage or liquidate the Company, or (2) the Company
 
 
 
becoming a debtor in possession.
 
 
 
I.
Insureds means, with respect to any Coverage Part, all organizations, plans and natural persons
 
 
 
defined as Insureds thereunder.
 
 
 
J.
Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact,
 
 
 
circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations,
 
 
 
events, transactions or causes.
 
 
 
K.
Liability Coverage Part(s) means any Coverage Part of this Policy other than any Commercial Crime
 
 
 
or Bond Coverage Part, if purchased.
 
 
 
L.
Limit Period means the period described in Item 2(B) of the Declarations, subject to prior termination
 
 
 
in accordance with Subsection 12 of these General Conditions and Limitations.
 
 
 
M.
Parent Company means the organization first named in Item 1 of the Declarations.
 
 
 
N.
Policy means, collectively, the Declarations, the Application, this policy form (including all attached
 
 
 
Coverage Parts) and any endorsements hereto.
 
 
 
O.
Policy Period means the period of time specified in Item 2(A) of the Declarations, subject to prior
 
 
 
termination in accordance with Subsection 12 of these General Conditions and Limitations.
 
 
 
P.
Pollutants means any substance located anywhere in the world exhibiting any hazardous
 
 
 
characteristics as defined by, or identified on a list of hazardous substances issued by the United
 
 
 
States Environmental Protection Agency or any federal, state, county, municipality or locality
 
 
 
counterpart thereof. Such substances shall include, without limitation, solids, liquids, gaseous or
 
 
 
thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste
 
 
 
materials. Pollutants shall also mean any other air emission, odor, waste water, oil or oil products,
 
 
 
infectious or medical waste, asbestos or asbestos products, noise, and electric or magnetic or
 
 
 
electromagnetic field.
 





 
 
Q.
Subsidiary, either in the singular or plural, means:
 
 
 
 
1.
any company in which more than 50% of the outstanding voting securities representing the
 
 
 
 
present right to vote for election of directors is owned, directly or indirectly, in any combination,
 
 
 
 
by one or more Companies, and
 
 
 
 
I.
any foundation, charitable trust or political action committee controlled by one or more
 
 
 
 
Companies.
 
3
.
ESTATES, LEGAL REPRESENTATIVES AND SPOUSES
 
 
 
The estates, heirs, legal representatives, assigns and spouses of Insured Persons shall be considered an
 
 
Insured under any Liability Coverage Part; but coverage is afforded to such estates, heirs, legal
 
 
representatives, assigns and spouses only for a Claim arising solely out of their status as such and, in the
 
 
case of a spouse, where such Claim seeks damages from marital community property, jointly held property or
 
 
property transferred from the Insured Person to the spouse. No coverage is provided for any Wrongful Act of
 
 
an estate, heir, legal representative, assign or spouse. All terms and conditions of this Policy, including
 
 
without limitation the Retention, applicable to Loss incurred by the Insured Person shall also apply to loss
 
 
incurred by such estates, heirs, legal representatives, assigns and spouses.
 
MPGT 001 (04/99)
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4
.
DISCOVERY PERIOD
 
 
 
If the Insurer or the Insureds do not renew any Liability Coverage Part or if the Parent Company terminates
 
 
any Liability Coverage Part, the Insureds shall have the right, upon payment of the additional premium
 
 
described below, to an extension of the coverage granted by such Liability Coverage Part for the Discovery
 
 
Period set forth in Item 5(B) of the Declarations following the effective date of such nonrenewal or termination,
 
 
but only with respect to a covered Wrongful Act taking place prior to the effective date of such nonrenewal or
 
 
termination. This right of extension shall lapse unless written notice of such election, together with payment of
 
 
the additional premium due, is given by the Insureds to the Insurer within thirty (30) days following the effective
 
 
date of termination or nonrenewal.
 
 
 
The premium due for such Discovery Period with respect to any Liability Coverage Part shall equal that
 
 
percent set forth in Item 5(A) of the Declarations of the Annual Premium for such Liability Coverage Part. The
 
 
entire premium for such Discovery Period shall be deemed fully earned and non-refundable upon payment.
 
 
 
The Insureds shall not be entitled to elect the Discovery Period under this Subsection 4 with respect to any
 
 
Liability Coverage Part if a Discovery Period for such Liability Coverage Part is elected pursuant to Subsection
 
 
10(b) of these General Conditions and Limitations.
 
5
.
LIMIT OF LIABILITY AND RETENTION
 
 
 
For the purposes of this Policy, all Claims arising out of the same Wrongful Act and all Interrelated Wrongful
 
 
Acts of the Insureds shall be deemed one Claim, and such Claim shall be deemed to be first made on the date
 
 
the earliest of such Claims is first made against them, regardless of whether such date is before or during the
 
 
Policy Period. All Loss resulting from a single Claim shall be deemed a single Loss.
 
 
 
If a single aggregate Limit of Liability for all Coverage Parts is granted as provided in Item 3(A) of the
 
 
Declarations, the amount stated in Item 3(A) of the Declarations shall be the maximum aggregate liability of
 
 
the Insurer under all Coverage Parts, combined, for each Limit Period, regardless of the number of Claims or
 
 
losses or the time of payment by the Insurer.
 
 
 
If separate Limits of Liability are granted as provided in Item 3(B) of the Declarations:
 





 
 
A.
the maximum aggregate liability of the Insurer under each Liability Coverage Part for all covered Loss
 
 
 
resulting from all Claims first made during each Limit Period shall be the respective Limit(s) of Liability
 
 
 
for such Coverage Part as set forth in Item 3(B) of the Declarations, regardless of the time of payment
 
 
 
by the Insurer; and
 
 
 
B.
the maximum aggregate liability of the Insurer for all Loss during the Limit Period under all Insuring
 
 
 
Clauses of the Commercial Crime or Bond Coverage Part shall be the aggregate Limit of Liability for
 
 
 
such Coverage Part as set forth in the Declarations for such Coverage Part, regardless of the time of
 
 
 
payment by the Insurer, provided:
 
 
 
 
i.
the maximum liability of the Insurer for each Single Loss under any Insuring Clause of such
 
 
 
 
Coverage Part shall be the respective Limit of Liability for such Insuring Clause as set forth in
 
 
 
 
the Declarations for such Coverage Part; and
 
 
 
 
ii.
if more than one Insuring Clause applies to a Single Loss, the maximum liability of the Insurer
 
 
 
 
under all such Insuring Clauses, combined, with respect to such Single Loss shall be the
 
 
 
 
largest of such applicable Limits of Liability.
 
 
 
 
The Limits of Liability described in subparagraphs (i) and (ii) above are sublimits which further limit and
 
 
 
do not increase the Insurer’s maximum liability under such Coverage Part.
 
MPGT 001 (04/99)
Page 3 of 9






 

 
 
 
 
 
 
The Limit of Liability for the Discovery Period, if exercised, shall be part of and not in addition to the Limit of
 
 
Liability for the Limit Period. The purchase of the Discovery Period shall not increase or reinstate the
 
 
applicable Limit of Liability, which shall be the maximum liability of the Insurer for such Limit Period and
 
 
Discovery Period, combined.
 
 
 
Defense Costs shall be part of and not in addition to the applicable Limits of Liability set forth in the
 
 
Declarations, and Defense Costs shall reduce such Limit of Liability. If the Limit of Liability with respect to the
 
 
entire Policy or any Coverage Part is exhausted by payment of Loss, the Insurer’s obligations under the entire
 
 
Policy or such Coverage Part, respectively, shall be completely fulfilled and extinguished. The Insurer is
 
 
entitled to pay Loss as it becomes due and payable by the Insureds, without consideration of other future
 
 
payment obligations.
 
 
 
Except as otherwise provided in this Subsection 5, the Insurer’s liability with respect to Loss arising from each
 
 
Claim covered under one or more Liability Coverage Parts, and each Single Loss covered under the
 
 
Commercial Crime or Bond Coverage Part, if purchased, shall apply only to that part of Loss which is excess
 
 
of the applicable Retention Amount set forth in the Declarations for such Coverage Part(s), and such Retention
 
 
Amount shall be borne by the Insureds uninsured and at their own risk. If different parts of a single Claim or
 
 
Single Loss are subject to different Retentions, the applicable Retentions will be applied separately to each
 
 
part of such Loss, but the sum of such Retentions shall not exceed the largest applicable Retention.
 
 
 
Any Retention for Indemnified Loss under a Liability Coverage Part shall apply only to (i) Loss which is
 
 
incurred by Insured Persons and is indemnified by the Company, and (ii) Loss which is incurred by all other
 
 
Insureds. No Retention shall apply to Loss which is incurred by Insured Persons and is not indemnified by the
 
 
Company.
 
 
 
If the Company is permitted or required by common or statutory law to ultimately indemnify the Insured
 
 
Persons for any Loss, or to advance Defense Costs on their behalf, under any Liability Coverage Part and
 
 
does not in fact do so other than for reasons of Financial Impairment, then the Company shall reimburse and
 
 
hold harmless the Insurer for the Insurer’s payment or advancement of such Loss up to the amount of the
 
 
Retention for Indemnified Loss under the applicable Liability Coverage Part.
 





6
.
NOTICE
 
 
 
The Insureds shall, as a condition precedent to their rights under any Liability Coverage Part, give to the
 
 
Insurer written notice of any Claim made against the Insureds as soon as practicable after any Executive
 
 
Officer or the Company’s risk manager first learns of such Claim, but in no event later than ninety (90) days
 
 
after expiration of the Policy Period or, if exercised, during the Discovery Period.
 
 
 
The Insureds shall, as a condition precedent to their rights under the Commercial Crime or Bond Coverage
 
 
Part, give to the Insurer written notice of any Loss within 90 days after such Loss is first discovered by any
 
 
Executive Officer or the Company’s risk manager.
 
 
 
If during the Policy Period or the Discovery Period, if exercised, the Insureds first become aware of a specific
 
 
Wrongful Act which may reasonably give rise to a future Claim covered under a Liability Coverage Part and
 
 
during such Policy Period or Discovery Period give written notice to the Insurer of:
 
 
 
a.
the names of the potential claimants and a description of the specific Wrongful Act which forms the
 
 
 
basis of their potential claim,
 
 
 
b.
the identity of the specific Insureds allegedly responsible for such specific Wrongful Act,
 
 
 
c.
the consequences which have resulted or may result from such specific Wrongful Act,
 
 
 
d.
the nature of the potential monetary damages or non-monetary relief which may be sought in
 
 
 
consequence of such specific Wrongful Act, and
 
MPGT 001 (04/99)
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e.
the circumstances by which the Insureds first became aware of such specific Wrongful Act,
 
 
 
then any Claim which arises out of such Wrongful Act shall be deemed to have been first made during
 
 
 
the Limit Period or Discovery Period, if exercised, in which such written notice was received by the
 
 
 
Insurer. No coverage is provided for fees and expenses incurred prior to the time such notice results
 
 
 
in a Claim.
 
 
 
All notices under any provision of this Policy shall be in writing and given by prepaid express courier, certified
 
 
mail or fax properly addressed to the appropriate party. Notice to the Insureds may be given to the Parent
 
 
Company at the address as shown in Item 1 of the Declarations. Notice to the Insurer of any Claim, Wrongful
 
 
Act or Loss shall be given to the Insurer at the address set forth in Item 6(A) of the Declarations. All other
 
 
notices to the Insurer under this Policy shall be given to the Insurer at the address set forth in Item 6(B) of the
 
 
Declarations. Notice given as described above shall be deemed to be received and effective upon actual
 
 
receipt thereof by the addressee or one day following the date such notice is sent, whichever is earlier.
 
 
 
Any notice to the Insurer of any Claim, Wrongful Act or Loss shall designate the Coverage Part(s) under which
 
 
the notice is being given and shall be treated as notice under only the Coverage Part(s) so designated.
 
7
.
DEFENSE AND SETTLEMENT
 
 
 
Subject to this Subsection 7, it shall be the duty of the Insureds and not the duty of the Insurer to defend any
 
 
Claim.
 
 
 
The Insureds agree not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any
 
 
contractual obligation or admit any liability with respect to any Claim without the Insurer’s written consent. The
 
 
Insurer shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has
 
 
not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by
 
 
the Insureds from the claimant(s). However, if the Insureds are able to settle all Claims which are subject to a
 
 
single Retention for an aggregate amount, including Defense Costs, not exceeding such Retention., the
 
 
Insurer’s consent shall not be required for the settlement of such Claims.
 
 
 
With respect to any Claim submitted for coverage under this Policy, the Insurer shall have the right and shall
 
 
be given the opportunity to effectively associate with, and shall be consulted in advance by, the Insureds





 
 
regarding (1) the selection of appropriate defense counsel, (2) substantive defense strategies, including
 
 
without limitation decisions regarding the filing and content of substantive motions, and (3) settlement
 
 
negotiations.
 
 
 
The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer
 
 
reasonably requests and agree that in the event of a Claim or Loss the Insureds will do nothing that shall
 
 
prejudice the Insurer’s position or its potential or actual rights of recovery. The Insurer may make any
 
 
investigation it deems necessary.
 
 
 
Subject to Subsection 8 of these General Conditions and Limitations, the Insurer shall advance on behalf of
 
 
the Insureds covered Defense Costs which the Insureds have incurred in connection with Claims made
 
 
against them, prior to disposition of such Claims, provided that to the extent it is finally established that any
 
 
such Defense Costs are not covered under this Policy, the Insureds, severally according to their interests,
 
 
agree to repay the Insurer such Defense Costs.
 
 
 
The Insurer and the Insureds shall not unreasonably withhold any consent referenced in this Subsection 7.
 
8
.
ALLOCATION
 
 
 
If in any Claim under a Liability Coverage Part the Insureds who are afforded coverage for such Claim incur
 
 
Loss jointly with others (including Insureds) who are not afforded coverage for such Claim, or incur an amount
 
 
consisting of both Loss covered by this Policy and loss not covered by this Policy because such Claim
 
 
includes both covered and uncovered matters, then the Insureds and the Insurer shall allocate such amount
 
 
between covered Loss and uncovered loss based upon the relative legal exposures of the parties to covered
 
 
and uncovered matters.
 
 
 
If there can be an agreement on an allocation of Defense Costs, the Insurer shall advance on a current basis
 
 
Defense Costs allocated to covered Loss. If there can be no agreement on an allocation of Defense Costs,
 
 
the Insurer shall advance on a current basis Defense Costs which the Insurer believes to be covered under
 
MPGT 001 (04/99)
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this Policy until a different allocation is negotiated, arbitrated or judicially determined. Any advancement of
 
 
Defense Costs shall be subject to, and conditioned upon receipt by the Insurer of, a written undertaking by the
 
 
Insureds that such advanced amounts shall be repaid to the Insurer by the Insureds severally according to
 
 
their respective interests if and to the extent the Insureds shall not be entitled under the terms and conditions
 
 
of this Policy to coverage for such Defense Costs.
 
 
 
Any negotiated, arbitrated or judicially determined allocation of Defense Costs on account of a Claim shall be
 
 
applied retroactively to all Defense Costs on account of such Claim, notwithstanding any prior advancement to
 
 
the contrary. Any allocation or advancement of Defense Costs on account of a Claim shall not apply to or
 
 
create any presumption with respect to the allocation of other Loss on account of such Claim or any other
 
 
Claim.
 
 
 
9
.
OTHER INSURANCE
 
 
 
If any Loss under this Policy is insured under any other valid and collectible policy(ies), prior or current, then
 
 
this Policy shall cover such Loss, subject to its limitations, conditions, provisions and other terms, only to the
 
 
extent that the amount of such Loss is in excess of the amount of such other insurance whether such other
 
 
insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is
 
 
written only as specific excess insurance over the Limits of Liability provided in this Policy.
 
10
.
TRANSACTIONS CHANGING COVERAGE
 
 
 
a.
Acquisition or Creation of Another Organization or Plan
 
 
 
 
If, during the Policy Period, the Company:
 
 
 
 
i.
acquires voting securities in another organization or creates another organization, which as a
 
 
 
 
result of such acquisition or creation becomes a Subsidiary;
 
 
 
 
ii.
acquires any organization by merger into or consolidation with the Company; or
 
 
 
 
iii.
with respect to the Fiduciary Liability Coverage Part if purchased, creates a Plan,
 
 
 
 
then, subject to all terms and conditions of this Policy, such organization, Plan and its Insureds shall
 
 
 
be covered under this Policy but only with respect to covered Wrongful Acts (under a Liability





 
 
 
Coverage Part) taking place or covered Loss (under the Commercial Crime or Bond Coverage Part, if
 
 
 
purchased) sustained after such acquisition or creation unless the Insurer agrees to provide coverage
 
 
 
by endorsement for Wrongful Acts taking place or Loss sustained prior to such acquisition or creation.
 
 
 
 
If the total assets of such acquired organization as reflected in the organization’s then most recent
 
 
 
consolidated financial statements exceeds twenty-five percent (25%) of the total assets of the Parent
 
 
 
Company as reflected in the Parent Company’s then most recent consolidated financial statements,
 
 
 
the Parent Company, as a condition precedent to coverage with respect to such Insureds, shall give
 
 
 
written notice of such acquisition or creation to the Insurer as soon as practicable and shall pay any
 
 
 
reasonable additional premium required by the Insurer.
 
 
 
b.
Acquisition of Parent Company
 
 
 
 
If, during the Policy Period, any of the following events occurs:
 
 
 
 
i.
the acquisition of the Parent Company, or of all or substantially all of its assets, by another
 
 
 
 
entity, or the merger or consolidation of the Parent Company into or with another entity such
 
 
 
 
that the Parent Company is not the surviving entity; or
 
 
 
 
 
ii.
the obtaining by any person, entity or affiliated group of persons or entities of the right to elect,
 
 
 
 
appoint or designate at least fifty percent (50%) of the directors of the Parent Company;
 
 
 
 
then coverage under this Policy will continue in full force and effect until termination of this Policy, but
 
 
 
only with respect to Claims for covered Wrongful Acts (under a Liability Coverage Part) taking place or
 
 
 
covered Loss (under the Commercial Crime or Bond Coverage Part, if purchased) sustained before
 
MPGT 001 (04/99)
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such event. Coverage under this Policy will cease as of the effective date of such event with respect
 
 
 
to Claims for Wrongful Acts (under a Liability Coverage Part) taking place and Loss (under the
 
 
 
Commercial Crime or Bond Coverage Part, if purchased) sustained after such event.
 
 
 
 
If such event occurs, the Insureds shall have the right, upon payment of the additional premium
 
 
 
described below, to an extension of the coverage described in the preceding paragraph for either a 1
 
 
 
year, 3 year, or 6 year Discovery Period following the termination of the Policy Period; but the Insurer
 
 
 
may, in its sole discretion and subject to any additional terms, conditions and premiums required by
 
 
 
the Insurer, agree by written endorsement to this Policy to any other Discovery Period requested by
 
 
 
the Insureds. This extension of coverage shall apply to those Coverage Parts with respect to which
 
 
 
the Insureds elect the coverage extension. This right of extension shall lapse unless written notice of
 
 
 
such election, together with payment of the additional premium due, is given by the Insureds to the
 
 
 
Insurer within forty-five (45) days following the effective date of such event.
 
 
 
 
Upon request from any Insured, the Insurer shall notify such Insured of the additional premium amount
 
 
 
for this extension of coverage.
 
 
 
 
The Insureds shall not be entitled to elect this extension of coverage if a Discovery Period is elected
 
 
 
pursuant to Subsection 4 of these General Conditions and Limitations.
 
 
 
c.
Cessation of Subsidiaries
 
 
 
 
If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect
 
 
 
to such Subsidiary and its Insureds shall continue until termination of this Policy. Such coverage
 
 
 
continuation shall apply only with respect to Claims for covered Wrongful Acts (under a Liability
 
 
 
Coverage Part) taking place and covered Loss (under the Commercial Crime or Bond Coverage Part,
if purchased) sustained prior to the date such organization ceased to be a Subsidiary.
 
 
 
d.
Termination of Plan
 
 
 
 
If before or during the Policy Period a Plan is terminated, coverage with respect to such Plan and its
 
 
 
Insureds under the Fiduciary Liability Coverage Part (if purchased) shall continue until termination of
 
 
 
this Policy. Such coverage continuation shall apply with respect to Claims for Wrongful Acts taking





 
 
 
place prior to or after the date the Plan was terminated.
 
11
.
REPRESENTATIONS AND SEVERABILITY
 
 
 
The Insureds represent and acknowledge that the statements contained in the Application and any materials
 
 
submitted or required to be submitted therewith (all of which shall be maintained on file by the Insurer and be
 
 
deemed attached to and incorporated into this Policy as if physically attached), are true and: (i) are the basis
 
 
of
 
 
 
this Policy and are to be considered as incorporated into and constituting a part of this Policy; and (ii) shall be
 
 
deemed material to the acceptance of this risk or the hazard assumed by the Insurer under this Policy. This
 
 
Policy is issued in reliance upon the truth of such representations.
 
 
 
In the event the Application, including materials submitted or required to be submitted therewith, contains any
 
 
misrepresentation or omission:
 
 
 
a.
made with the intent to deceive, or
 
 
 
b.
which materially affects either the acceptance of the risk or the hazard assumed by the Insurer under
 
 
 
this Policy;
 
 
 
this Policy shall be void ab initio as to (i) any Company and any Plan if any Executive Officer knew the facts
 
 
that were not truthfully disclosed in the Applications, and (ii) any Insured Persons who knew the facts that were
 
 
not truthfully disclosed in the Application, whether or not such Executive Officer or Insured Person knew the
 
 
Application contained such misrepresentation or omission. Such knowledge shall not be imputed to any other
 
 
Insured Persons.
 
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12
.
TERMINATION OF POLICY
 
 
 
This Policy shall terminate at the earliest of the following times:
 
 
 
a.
the effective date of termination specified in a prior written notice by the Parent Company to the
 
 
 
Insurer, provided this Policy may not be terminated by the Parent Company (i) after the effective date
 
 
 
of an event described in Subsection 10(b) of these General Conditions and Limitations, or (ii) if the
 
 
 
Policy Period is longer than one (1) year;
 
 
 
b.
upon expiration of the Policy Period as set forth in Item 2(A) of the Declarations;
 
 
 
c.
twenty (20) days after receipt by the Parent Company of a written notice of termination from the
 
 
 
Insurer for failure to pay a premium when due, unless the premium is paid within such twenty (20)
 
 
 
days period; or
 
 
 
d.
at such other time as may be agreed upon by the Insurer and the Parent Company.
 
 
 
The Insurer may not terminate this Policy prior to expiration of the Policy Period, except as provided above for
 
 
non-payment of a premium. The Insurer shall refund the unearned premium computed pro rata. Payment or
 
 
tender of any unearned premium by the Insurer shall not be a condition precedent to the effectiveness of such
 
 
termination, but such payment shall be made as soon as practicable.
 
13
.
TERRITORY AND VALUATION
 
 
 
All premiums, limits, retentions, Loss and other amounts under this Policy are expressed and payable in the
 
 
currency of the United States of America. If judgment is rendered, settlement is denominated or another
 
 
element of Loss under any Liability Coverage Part is stated in a currency other than United States of America
 
 
dollars, payment under this Policy shall be made in United States dollars at the rate of exchange as of 12:01
 
 
A.M. on the date the final judgment is reached, the amount of the settlement is agreed upon or the other
 
 
element of Loss is due, respectively.
 
 
 
Coverage under this Policy shall extend to Wrongful Acts taking place or Claims made or Loss sustained
 
 
anywhere in the world.
 
14
.
SUBROGATION
 





 
 
In the event of any payment under this Policy, the Insurer shall be subrogated to the extent of such payment to
 
 
all the Insureds’ rights of recovery, including without limitation the Insured Persons’ rights to indemnification or
 
 
advancement from the Company. The Insureds shall execute all papers required and shall do everything
 
 
necessary to secure and preserve such rights, including the execution of such documents necessary to enable
 
 
the Insurer effectively to bring suit or otherwise pursue subrogation rights in the name of the Insureds.
 
15
.
ACTION AGAINST THE INSURER
 
 
 
No action shall lie against the Insurer unless, as a condition precedent thereto, there shall have been full
 
 
compliance with all the terms of this Policy. No person or organization shall have any right under this Policy to
 
 
join the Insurer as a party to any action against Insureds to determine the Insured’s liability nor shall the
 
 
Insurer be impleaded by the Insureds or their legal representatives. Bankruptcy or insolvency of an Insured or
 
 
of the estate of any Insured Person shall not relieve the Insurer of its obligations nor deprive the Insurer of its
 
 
rights or defenses under this Policy.
 
16
.
AUTHORIZATION CLAUSE
 
 
 
By acceptance of this Policy, the Parent Company agrees to act on behalf of the Insureds with respect to the
 
 
giving and receiving of notice of Claim or Loss or termination, the payment of premiums and the receiving of
 
 
any return premiums that may become due under this Policy, the agreement to and acceptance of
 
 
endorsements, and the giving or receiving of any notice provided for in this Policy (except the giving of notice
 
 
to apply for the Discovery Period), and the Insureds agree that the Parent Company shall act on their behalf.
 
MPGT 001 (04/99)
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17
.
ALTERATION, ASSIGNMENT AND HEADINGS
 
 
 
No change in, modification of, or assignment of interest under this Policy shall be effective except when made
 
 
by a written endorsement to this Policy which is signed by an authorized representative of the Insurer.
 
 
 
The titles and headings to the various parts, sections, subsections and endorsements of the Policy are
 
 
included solely for ease of reference and do not in any way limit, expand or otherwise affect the provisions of
 
 
such parts, sections, subsections or endorsements.
 
18
.
ARBITRATION
 
 
 
Only if requested by the Insureds, the Insurer shall submit any dispute, controversy or claim arising out of or
 
 
relating to this Policy or the breach, termination or invalidity thereof to final and binding arbitration pursuant to
 
 
such rules and procedures as the parties may agree. If the parties cannot so agree, the arbitration shall be
 
 
administered by the American Arbitration Association in accordance with its then prevailing commercial
 
 
arbitration rules. The arbitration panel shall consist of one arbitrator selected by the Insureds, one arbitrator
 
 
selected by the Insurer, and a third independent arbitrator selected by the first two arbitrators. In any such
 
 
arbitration, each party will bear its own legal fees and expenses.
 
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Investment Company Bond
 
ACE American Insurance Company
 
 
 
Coverage Part
 
DECLARATIONS
 
Policy No. DON G24581378 009
 
 
 
 
 
 
 
Item 1.
 
Item 2.
 
 
 
Coverages Purchased and
 
 
 
 
 
Single Loss Limits Liability
 
 
 
Coverage
 
 
 
Single Loss Deductibles:
A.
Employee Dishonesty – Insured Indemnity
$
6,000,000
$
25,000
B.
Employee Dishonesty – Employee Benefit
$
6,000,000
$
0
 
Plan Indemnity
 
 
 
 
C.
Property
$
6,000,000
$
25,000
D.
Financial Documents
$
6,000,000
$
25,000
E.
Defective Signatures
$
6,000,000
$
25,000
F.
Servicing Contractors
$
6,000,000
$
25,000
G.
Computer Fraud/Fraudulent
$
6,000,000
$
25,000
 
Transfer Instructions
 
 
 
 
H.
Claims Expense
$
100,000
$
5,000
I.
Stop Payment Order Liability
$
100,000
$
5,000
J.
Uncollectible Items of Deposit
$
100,000
$
5,000
K.
Unauthorized Signature
$
100,000
$
5,000
Item 3.
Endorsements to this Coverage Part Effective at Inception:
 
 
 
CC1K11i (02/18) – Signatures
 
 
 
 
 
MPLA001aNY (01/09) – New York Amendatory
 
 
 
 
 
MPLL001NY (10/91) – New York Changes-Transfer of Duties
 
 
 
MPNR001NY (04/98) – New York NonRenewal Amendatory
 
 
 
MP-4Z66 (05/00) – New York Amendatory (Regulation 121 – Claims Made)
 
 
 
MPP/ICBB (04/10) – SEC Cancellation
 
 
 
 
 
MPP/ICBB (04/10) – Amend Deductible
 
 
 
 
 
MS-5577 (03/17)- Social Engineering
 
 
 
 
 
PF-46422 (07/15) – Trade or Economic Sanctions Endorsement
 
 
 
ALL-20887a (03/16) – ACE Producer Compensation Practices & Policies
 
 





 
PF-17914a (04/16) – U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Advisory Notice
 
Item 4.
Effective Date: 12/11/2018
 
 
 
 
Item 5.
Aggregate Limit of Liability:
 
 
 
 
 
$6,000,000 for all Loss in Limit Period under all Insuring Clauses combined.
 
 
 
Date: 12/14/2018







 

 
 
 
 
 
 
 
 
 
Investment Company Bond
 
 
 
 
Coverage Part
I.
INSURING CLAUSES
 
The Insurer agrees with the Insured, that in accordance with the Insuring Clauses for which coverage is granted in
 
Item 1 of the Declarations, and subject to all terms, Definitions, Exclusions and Conditions of this Investment
 
Company Bond Coverage Part, to indemnify the Insured for:
 
A.
Employee Dishonesty
 
 
Loss resulting directly from dishonest or fraudulent acts by an Employee acting alone or in collusion with
 
 
others, which acts were committed by the Employee with the intent to cause the Insured to sustain the loss or
 
 
to obtain an Improper Personal Gain.
 
B.
Employee Dishonesty - Employee Benefit Plan
 
 
Loss of funds or other property intended to be used by an Employee Benefit Plan to pay benefits resulting
 
 
directly from dishonest or fraudulent acts committed by an Employee or plan fiduciary (as defined in ERISA)
 
 
while handling those funds or property.
 
C.
Property
 
 
 
Loss of Property resulting directly from Theft, False Pretense, misplacement, mysterious unexplainable
 
 
disappearance, physical damage thereto or destruction thereof, wherever situated including in transit.
 
D.
Financial Documents
 
 
Loss resulting directly from the Insured having in good faith:
 
 
a.
relied on a Forgery or Alteration;
 
 
b.
relied on an Original Financial Document that was, at the time the Insured acted upon it, lost or stolen;
 
 
c.
relied on a Financial Document that was a Counterfeit; or
 
 
d.
guaranteed in writing or witnessed any endorsement or signature on an assignment, bill of sale,
 
 
 
guarantee, or power of attorney which transferred a Financial Document or uncertificated security.
 
 
Actual physical possession, and continued actual physical possession if taken as collateral, of the Financial
 
 
Document by:
 
 
 
(1)
the Insured or its authorized custodial agent, or
 
 
 
(2)
a financial institution, or its authorized custodial agent to which (a) the Insured sold, in whole or in
 
 
 
 
part, a loan for which the Financial Document represents collateral, and (b) the Insured remains
 
 
 
 
liable to repurchase the loan pursuant to a written contract.
 
 
is a condition precedent to the Insured having relied on a Financial Document.
 
MPAB 001 (12/99)
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E.
Defective Signatures
 
Loss resulting directly from the Insured having in good faith, in connection with any loan, relied on any:
 
a.
deed conveying real property;
 
b.
mortgage, deed of trust, or like instrument, pertaining to real property; or
 
c.
assignment of such instruments
 
which is defective because the signature of any person thereon was obtained through trick, artifice, fraud or
 
false pretenses.
F.
Servicing Contractors
 
Loss resulting directly from dishonest or fraudulent acts committed by any Servicing Contractor, if the acts:
 
a.
were committed with the intent to:
 
 
(1)
cause the Insured to sustain that loss; and
 
 
(2)
obtain an Improper Personal Gain for the Servicing Contractor, and
 
b.
resulted in an Improper Personal Gain for the Servicing Contractor.
G.
Computer Fraud/Fraudulent Funds Transfer
 
Loss resulting directly from the Insured having in good faith transferred funds or Property or otherwise given
 
value because of:
 
a.
the fraudulent modification or destruction of Electronic Data or Electronic Computer Instructions,
 
 
including that caused by Computer Virus, (1) within a Computer System operated by the Insured; or (2)
 
 
while being electronically transmitted through communication lines, including satellite links, from a
 
 
Computer System operated by the Insured to a Computer System operated by a customer while the
 
 
Insured is acting as a Service Bureau for that customer, if the fraudulent acts were committed by a
 
 
person with the intent to obtain an improper financial benefit;
 
b.
the fraudulent preparation or modification of Electronic Computer Instructions by a person with the
 
 
intent to cause the loss to the Insured and to obtain an improper financial benefit;
 
c.
The fraudulent entry of data into a Computer System or Communications Terminal operated by the
 
 
Insured or an Electronic Communication Customer, but which data was not in fact sent by the Insured
 
 
or the Electronic Communication Customer, or which data were fraudulently modified during transit
 
 
(physical or electronic) between Computer Systems or Communications Terminals;
 
d.
a fraudulent voice initiated funds transfer instruction, directed to the Insured by telephone from or
 
 
purportedly from an Electronic Communication Customer, if the instruction was not made by or at the
 
 
direction of a person who is authorized to initiate a transfer according to the written agreement between
 
 
Insured and the Electronic Communication Customer and the instruction was Tested; or
 
e.
a fraudulent communication by Fax or other Tested written communication sent or apparently sent





 
 
between the Insured and an Electronic Communication Customer if the communication was either not
 
 
sent by the Insured or the Electronic Communication Customer, or it was fraudulently modified during
 
 
transit between the Insured and the Electronic Communication Customer.
 
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H.
Claims Expense
 
 
 
 
Necessary and reasonable professional fees and expenses incurred and paid by the Insured, with prior
 
 
approval of the Insurer, to determine the existence, amount and extent of a loss in excess of the retention if
 
 
the loss is in fact covered under any other Insuring Clause of this Investment Company Bond Coverage Part.
 
 
I.
Stop Payment Order Liability
 
 
 
 
Loss which the Insured is legally obligated to pay and pays to a customer resulting directly from:
 
 
 
a.
compliance with or failure to comply with the request of the customer, or an authorized agent of the
 
 
 
customer, to stop payment on any draft made or drawn upon or against the Insured by the customer or
 
 
 
by an authorized agent of the customer; or
 
 
 
 
b.
refusal to pay any draft made or drawn upon or against the Insured by the customer or by an authorized
 
 
 
agent of the customer.
 
 
 
J.
Uncollectible Items of Deposit
 
 
 
 
Loss resulting from payments of dividends or fund shares, or withdrawals permitted from any customer's,
 
 
shareholder's or subscriber's account based upon Uncollectible Items of Deposit of a customer, shareholder
 
 
or subscriber credited by the Insured or the Insured's agent to such customer's shareholder's or subscriber's
 
 
Mutual Fund Account; or
 
 
 
 
Loss resulting from any Item of Deposit processed through an Automated Clearing House which is reversed
 
 
by the customer, shareholder or subscriber and deemed uncollectible by the Insured.
 
 
 
Loss includes dividends and interest accrued not to exceed 15% of the Uncollectible Items which are
 
 
deposited.
 
 
 
 
This Insuring Clause applies to all Mutual Funds with "exchange privileges" if all Funds in the exchange
 
 
program are insured by the Insurer for Uncollectible Items of Deposit.
Regardless of the number of
 
 
transactions between Funds, the minimum number of days of deposit within the Funds before withdrawal as
 
 
declared in the Funds prospectus shall begin from the date a deposit was first credited to any Insured Fund.
 





 
K.
Unauthorized Signatures
 
 
 
 
Loss resulting directly from the Insured having accepted, paid or cashed any check, withdrawal order or draft,
 
 
made or drawn on a customer's account which bears the signature or endorsement of one other than a
 
 
person whose name and signature is on the application on file with the Insured as a signatory of such
 
 
account.
 
 
 
 
It shall be a condition precedent to the Insured's right to recovery under this Insuring Clause that the Insured
 
 
shall have on file signatures of all persons who are authorized signatories on such account.
 
II.
DEFINITIONS
 
 
 
For purposes of coverage under this Investment Company Bond Coverage Part:
 
 
 
A.
Alteration means material modification of an Original Financial Document for a fraudulent purpose by a
 
 
person other than the person who prepared the Original Financial Document.
 
 
B.
Automated Clearing House means any corporation or association which operates an electronic clearing and
 
 
transfer mechanism for the transfer of preauthorized recurring debits and credits between financial institutions
 
 
on behalf of the financial institutions' customers.
 
 
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C.
Central Depository means any clearing corporation, including any Federal Reserve Bank of the United
 
States, where as the direct result of an electronic clearing and transfer mechanism entries are made on the
 
books reducing the account of the transferor, pledgor or pledgee and increasing the account of the transferee,
 
pledgee or pledgor by the amount of the obligation or the number of shares or rights transferred, pledged or
 
released.
 
D.
Computer System means computers with related peripheral components, including storage components
 
wherever located; systems and applications software; terminal devices; and related local or wide area
 
communication networks, but not the Internet; by which data are electronically collected, transmitted,
 
processed, stored and retrieved.
 
E.
Communications Terminal means any teletype, teleprinter or video display terminal or similar device
 
capable of sending or receiving information electronically and equipped with a keyboard.
 
F.
Computer Virus means a set of unauthorized instructions, programmatic or otherwise, that propagate
 
themselves through a Computer System operated by the Insured and which were maliciously introduced into
 
the system by a person other than by an identifiable Employee.
 
G.
Counterfeit means:
 
 
a.
with respect to certificated securities: an imitation which is intended to deceive, and resembles or
 
 
apparently intends to resemble or to be taken as the original; or
 
 
b.
with respect to other Financial Documents: an imitation which is intended to deceive, and to be taken
 
 
as the original.
 
H.
Electronic Communication means any communication initiated through a Computer System, a Fax, Telex,
 
TWX and any other electronically transmitted communication.
 
I.
Electronic Communication Customer means:
 
 
a.
a natural person or entity authorized by written agreement with the Insured to initiate funds transfer by
 
 
Fax or other Electronic Communication or by telephone;
 
 
b.
an Automated Clearing House;
 





 
c.
an office of the Insured;
 
 
d.
a financial institution; and
 
 
e.
a Central Depository handling Electronic Securities.
 
J.
Electronic Communication System means electronic communication operations by Fedwire, Clearing
 
House Inter bank Payment System (CHIPS), Society for Worldwide Interbank Financial Telecommunication
 
(SWIFT), Clearing House Automated Payment System (CHAPS), an Automated Clearing House Association
 
which is a member of the National Automated Clearing House Association and similar automated
 
communication systems in use by the Insured.
 
K.
Electronic Computer Instructions means computer programs, for example, facts or statements converted
 
to a form usable in a Computer System to act upon Electronic Data.
 
L.
Electronic Data means facts or information converted to a form usable in a Computer System and which are
 
stored on Electronic Data Processing Media for use by computer programs.
 
M.
Electronic Data Processing Media means the punched cards, magnetic tapes, punched tapes or magnetic
 
discs or other bulk media on which Electronic Data are recorded.
 
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N.
Electronic Security means a share, participation or other interest in property of or an enterprise of the issuer
 
or an obligation of the issuer which:
 
a.
is a type commonly dealt in upon securities exchanges or markets; and
 
b.
is either one of a class or series or by its terms is divisible into a class or series of shares,
 
 
participation's, interests or obligations; and
 
c.
(1)
is not represented a paper certificate, or
 
 
(2)
is part of a master or global paper certificate, or
 
 
(3)
represents a paper certificate that has been surrendered by a financial institution and has been
 
 
 
combined into a master depository note with the paper certificates being immobilized and
 
 
 
individually shown as an electronic entry on the account of the transferor, pledgor or pledgee on
 
 
 
the books of a Central Depository.
O.
Employee means
 
a.
any of the Insured's officers, partners, or employees; and
 
b.
any of the officers or employees of any predecessor of the Insured whose principal assets are acquired
 
 
by the Insured by consolidation or merger with, or purchase of assets of capital stock of, such
 
 
predecessor; and
 
c.
attorneys retained by the Insured to perform legal services for the Insured and the employees of such
 
 
attorneys while such attorneys or the employees of such attorneys are performing such services for the
 
 
Insured; and
 
d.
guest students pursuing their studies or duties in any of the Insured's offices; and
 
e.
directors or trustees of the Insured, the investment advisor, underwriter (distributor), transfer agent, or
 
 
shareholder accounting record-keeper, or administrator authorized by written agreement to keep
 
 
financial and/or other required records, but only while performing acts coming within the scope of the
 
 
usual duties of an officer or employee or while acting as a member of any committee duly elected or
appointed to examine or audit or have custody of or access to the Property of the Insured; and
 
f.
any individual or individuals assigned to perform the usual duties of an employee within the premises of
 
 
the Insured by contract, or by an agency furnishing temporary personnel on a contingent or part-time
 
 
basis; and
 
g.
each natural person, partnership or corporation authorized by written agreement with the Insured to
 
 
perform services as electronic data processor of checks or other accounting records of the Insured, but
 
 
excluding any such processor who acts as transfer agent or in any other agency capacity in issuing
checks, drafts or securities for the Insured, unless included under sub-section (i) hereof; and
 
h.
those persons so designated in Condition N. Central Handling of Securities; and
 
i.
any officer, partner or Employee of





 
 
a)
an investment advisor,
 
 
b)
an underwriter (distributor),
 
 
c)
a transfer agent or shareholder accounting record-keeper, or
 
 
d)
an administrator authorized by written agreement to keep financial and/or other required records,
 
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for an Investment Company named as Insured, while performing acts coming within the scope of the usual
 
duties of an officer or Employee of any Investment Company named as Insured herein, or while acting as a
 
member of any committee duly elected or appointed to examine or audit or have custody of or access to the
 
Property of any such Investment Company, provided that only Employees or partners of a transfer agent,
 
shareholder accounting record-keeper or administrator which is an affiliated person as defined in the
 
Investment Company Act of 1940, of an Investment Company named as Insured or is an affiliated person of
 
the advisor, underwriter or administrator of such Investment Company, and which is not a bank, shall be
 
included within the definition of Employee.
 
 
Each employer of temporary personnel or processors as set forth in sub-sections (f) and (g) of the definition of
 
Employee and their partners, officers and employees shall collectively be deemed to be one person for all the
 
purposes of this Investment Company Bond Coverage Part, excepting, however, Condition L.
 
 
Brokers, or other agents under contract or representatives of the same general character shall not be
 
considered Employees.
 
P.
Employee Benefit Plan means a benefit plan subject to the requirements of ERISA which is sponsored
 
solely by the Insured for its Employees.
 
Q.
False Pretense means the transfer of Property as the direct result of a fraudulent representation made by a
 
person to the Insured, which must be in possession of the Property at the time of the fraudulent
 
representation and the transfer of the Property.
 
R.
Fax means a facsimile communication system or similar communication system utilizing teleprocessed
 
imagery that produces a paper copy of a document, but does not mean an Electronic Communication sent by
 
Telex, TWX or an Electronic Communication System.
 
S.
Financial Document means a physical document which:
 
 
a.
is a Negotiable Instrument;
 
 
b.
is a letter of credit;
 
 
c.
is a written instruction directed to the Insured from, or purportedly from, a customer, Employee or





 
 
financial institution, of a type customarily prepared by a customer, Employee or financial institution, and
 
 
upon which the Insured ordinarily acts to cause a deposit, withdrawal or transfer of funds;
 
 
d.
is considered as a matter of law to be primary evidence of:
 
 
 
(1)
the right to ownership or possession of property; or
 
 
 
(2)
a debt owed directly or contingently;
 
 
e.
creates or discharges a lien on property;
 
 
f.
ordinarily has value transferred by endorsement or assignment coupled with delivery; or
 
 
g.
is Money
 
 
but does not include: (1) traveler's checks; (2) data which exists in a Computer System in electronic form, and
 
(3) bills of lading, dock warrants, dock receipts, warehouse receipts or orders for the delivery of goods
 
including without limitation, any document which evidences or purports to evidence that the holder is entitled
 
to receive, hold and dispose of the document and the goods it covered.
 
MPAB 001 (12/99)
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T.
Forgery means the signing on an Original Financial Document of the name of another person or organization,
 
including a facsimile signature, without authority with intent to deceive; it does not include a signature
 
consisting in whole or in part of one's own name, signed with or without authority, in any capacity, for any
 
purpose.
 
U.
Improper Personal Gain means an unlawful financial benefit obtained by:
 
 
a.
an Employee or Servicing Contractor; or
 
 
b.
persons with whom the Employee was acting in collusion, provided that the Insured establishes that the
 
 
Employee intended to participate in such benefit; and
 
 
c.
an innocent third party, provided that the Insured establish that the Employee transferred funds or
 
 
Property to the benefit of such third party with the knowledge that such third party was not entitled to
 
 
such funds or Property, and the funds or Property are not recoverable by the Insured.
 
 
The term does not include any type of benefits earned in the course of employment, including salary, salary
 
increases, commissions, fees, bonuses, promotions, awards, profit sharing, pensions or other emoluments,
 
nor any benefit which any officer or director of the Insured not in collusion with the Employee was aware that
 
the Employee was receiving.
 
V.
Insured means the Parent Company and the Subsidiaries. Insured as used in Insuring Clause B. includes
 
any Employee Benefit Plan.
 
W.
Items of Deposit means one or more checks or drafts.
 
X.
Money means a medium of exchange in current use authorized or adopted by a domestic or foreign
 
government as part of its currency.
 
Y.
Negotiable Instrument means any document which
 
 
a.
is signed by the maker or drawer;
 
 
b.
contains an unconditional promise or order to pay a sum certain in money and no other promise, order,
 
 
obligation or power given by the maker or drawer;
 
 
c.
is payable on demand or at a definite time; and
 





 
d.
is payable to order or bearer.
 
Z.
Original Financial Document means a Financial Document which has been completed, with or without
 
signature, by natural persons who were acting with authority in completing the document at the time it was
 
completed.
 
AA.
Property means Financial Documents, Electronic Data Processing Media, Electronic Data, gems, jewelry,
 
precious metals in bars or ingots, and all other tangible items of personal property owned by the Insured, or
 
for which the Insured is legally liable other than as lessee.
 
BB.
Service Bureau means a person or entity authorized by written agreement to perform data processing
 
services for others using Computer Systems.
 
CC.
Servicing Contractor means any person or entity (other than an Employee) authorized by the Insured to act
 
for the Insured in the capacity of:
 
 
a.
servicer of real estate mortgage or home improvement loans made, held by or assigned to the Insured;
 
 
or
 
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b.
 
manager of real property owned by or under the supervision or control of the Insured as evidenced by a
 
 
 
 
written contract customarily used by the Insured for that purpose, and only while the person or entity is
 
 
 
 
acting within the general scope of those duties. The partners, officers, directors and employees of a
 
 
 
 
Servicing Contractor shall collectively be deemed to be one person for all purposes of this Coverage
 
 
 
 
Part.
 
 
DD.
Single Loss means all covered loss, including Claims Expense covered under Insuring Clause H., resulting
 
 
from:
 
 
 
 
 
a.
 
any one act or series of related acts of Theft, False Pretense or attempt thereat, in which no Employee
 
 
 
 
is implicated, or
 
 
 
b.
 
any one act or series of related unintentional or negligent acts or omissions on the part of any person
 
 
 
 
(whether an Employee or not) resulting in damage to or destruction or misplacement of Property, or
 
 
 
c.
 
all acts or omissions other than those specified in (a) and (b) preceding, caused by any person
 
 
 
 
(whether an Employee or not) or in which such person is implicated, or
 
 
 
d.
 
any one casualty or event not specified in (a), (b) or (c) preceding.
 
 
EE.
Tested means:
 
 
 
a.
 
As respects Fax, Telex, TWX or other means of written communication: a method of authenticating the
 
 
 
 
contents of the written communication by affixing to it a valid test key that has been exchanged
 
 
 
 
between the Insured and a customer, an office of the Insured or another financial institution; and
 
 
 
b.
 
as respects voice: a call-back prior to acting on the instruction to a person authorized by written
 
 
 
 
agreement with the Insured to authenticate the instruction, other than a call to the person who
purportedly initiated the instruction, provided the instruction and call-back are recorded.
 
 
FF.
Theft means robbery, burglary, and any other unlawful taking not accomplished by trick or false
 
 
representation.
 
III.
EXCLUSIONS





 
 
A.
This Investment Company Bond Coverage Part does not apply to:
 
 
 
1
.
loss resulting directly or indirectly from dishonest or fraudulent acts by any Employee, except when
 
 
 
 
covered under Insuring Clauses A. or B.;
 
 
 
2
.
loss resulting directly or indirectly from trading whether or not committed by an Employee and whether
or not in the name of the Insured and whether or not in a genuine or fictitious account;
 
 
 
3
.
loss of trade secrets, confidential processing methods, customer lists, or other confidential or
 
 
 
 
proprietary information of any kind;
 
 
 
4
.
loss to one or more of the Insureds which benefits another of the Insureds;
 
 
 
5
.
loss caused by a customer after discovery by a director or officer of the Insured of an actual or potential
 
 
 
 
loss of the type covered hereunder caused by that customer;
 
 
 
6
.
a loss resulting directly or indirectly from:
 
MPAB 001 (12/99)
Page 8 of 17






 

 
 
 
 
 
 
 
 
 
(1
)
riot or civil commotion outside any country in which the Insured has an office which is
 
 
 
 
 
permanently staffed by an Employee, or loss due to war or insurrection, except for loss of
 
 
 
 
 
Property in transit, if when such transit was initiated, there was no knowledge of such riot, civil
commotion, war or insurrection on the part of the Insured in initiating such transit;
 
 
 
 
(2
)
the effect of nuclear fission or fusion or radioactivity;
 
 
 
 
(3
)
any event with respect to which notice has been given prior to the Effective Date set forth in Item
 
 
 
 
 
4. of the Declarations of this Investment Company Bond Coverage Part under any policy or bond
 
 
 
 
 
providing the same or similar coverage to that afforded under this Investment Company Bond
 
 
 
 
 
Coverage Part;
 
 
 
 
(4
)
any event which is not discovered during the Policy Period, and not reported in the form and
 
 
 
 
 
substance provided in Subsection 6. of the General Conditions and Limitations of this Policy;
 
 
 
 
(5
)
circumstances or occurrences known to any Executive Officer or the Company’s risk manager
 
 
 
 
 
prior to the inception of this Investment Company Bond Coverage Part;
 
 
7
.
loss which could have been recovered, but was not recovered, due to the failure of the Insured to
 
 
 
pursue reasonable efforts to make recovery from persons responsible for causing it;
 
 
8
.
damages of any type for which the Insured is legally liable, except compensatory damages, but not
 
 
 
multiples thereof, arising directly from a loss covered under this Investment Company Bond Coverage
 
 
 
Part;
 
 
 
 
9
.
loss of use of funds or Property;
 
 
10
.
potential income, including but not limited to interest and dividends, not realized by the Insured;
 
 
11
.
the insolvency of another financial or depository institution.
 
B.
Exclusions Applicable to Insuring Clause A. Only
 
 
a.
 
Insuring Clause A. does not apply to loss resulting directly or indirectly from:
 





 
 
 
(1
)
acts of any Employee which are committed after any director or officer of the Insured, not in
 
 
 
 
 
collusion with the Employee, learns of any dishonest or fraudulent act committed by the
 
 
 
 
 
Employee, whether in the employment of the Insured or otherwise, and whether or not of the type
 
 
 
 
 
covered under this Insuring Clause, unless the acts occurred prior to the Employee's employment
 
 
 
 
 
with the Insured and involved a loss of less than $10,000; or
 
 
 
 
(2
)
any transaction which is or purports to be a loan or other extension of credit to or from the
 
 
 
 
 
Insured, including the acquisition of false or genuine accounts, invoices, notes or agreement;
 
 
b.
 
Insuring Clause A. does not apply to loss covered under Insuring Clause B.
 
C.
Exclusions Applicable to Insuring Clause B. Only
 
 
Insuring Clause B. does not apply to loss resulting directly or indirectly from acts of any Employee which are
 
committed after any director or officer of the Insured, not in collusion with the Employee, learns of any
 
dishonest or fraudulent act committed by the Employee, whether in the employment of the Insured or
 
otherwise, and whether or not of the type covered under this Insuring Clause, unless the acts occurred prior
 
to the Employee's employment with the Insured and involved a loss of less than $10,000.
 
MPAB 001 (12/99)
Page 9 of 17






 

 
 
 
 
 
 
 
 
 
 
 
 
D.
Exclusions Applicable to Insuring Clause C. Only
 
 
 
 
 
 
Insuring Clause C. does not apply to loss:
 
 
 
 
 
 
a.
of Property while in customers' safe deposit boxes;
 
 
 
 
 
 
b.
of Property surrendered away from an office or premises of the Insured as a result of a threat:
 
 
 
 
 
 
 
(1
)
to do bodily harm to any person, except loss of Property in transit in the custody of any person
 
 
 
 
acting as messenger provided that when such transit was initiated there was no knowledge by the
 
 
 
 
Insured of any such threat; or
 
 
 
 
 
 
 
(2
)
to do damage to the offices, premises or property of the Insured.
 
 
c.
of Property lost while in the mail;
 
 
d.
of Electronic Data Processing Media or Electronic Data lost in transit other than by armored motor
 
 
vehicle;
 
 
 
 
 
 
e.
of personal property not specifically enumerated in the definition of Property, for which the Insured is
 
 
legally liable if the Insured has any other insurance, regardless of amount, under which the property is
 
 
covered; and in all events after 60 days from the date the Insured became legally liable for the property;
 
 
or
 
 
 
 
 
 
 
 
f.
resulting directly or indirectly from:
 
 
 
 
 
 
 
(1
)
any forgery, alteration or counterfeiting;
 
 
 
 
 
 
 
(2
)
erroneous credits to a depositor's account, unless payment or withdrawal is physically received
 
 
 
 
by the depositor or representative of the depositor who is within the office of the Insured at the
 
 
 
 
time of the payment or withdrawal;
 
 
 
 
 
 
 
(3
)
items of deposit which are not finally paid for any reason, including but not limited to forgery or
 
 
 
 
any other fraud;





 
 
 
 
 
 
 
(4
)
Electronic Communications or telephonic communications; or
 
 
 
 
 
 
 
(5
)
any transaction which is or purports to be a loan or other extension of credit to or from the
 
 
 
 
Insured, including the acquisition of false or genuine accounts, invoices, notes or agreements;
 
 
 
 
 
E.
Exclusions Applicable to Insuring Clause D. Only
 
 
 
 
 
 
Insuring Clause D. does not apply to loss resulting directly or indirectly from:
 
 
 
 
 
 
a.
any document presented as a copy;
 
 
 
 
 
 
b.
items of deposit which are not finally paid, or for which provisional credit it is otherwise properly
 
 
revoked, for any reason, including but not limited to forgery or any other fraud; or
 
 
 
 
 
 
c.
a fraudulent entry of Data into, or change, modification, or destruction of data elements or programs
 
 
within a Computer System operated or used by the Insured.
 
 
 
 
 
F.
Exclusion Applicable to Insuring Clause E. Only
 
 
 
 
 
 
Insuring Clause E. does not apply to loss resulting directly or indirectly from any document presented as a
 
copy.
 
 
 
 






 

 
 
 
 
 
G.
Exclusions Applicable to Insuring Clause F. Only
 
 
Insuring Clause F. does not apply to loss resulting directly or indirectly from:
 
 
a.
any transaction which is or purports to be a loan or other extension of credit to a Servicing Contractor,
 
 
 
including "warehousing" of mortgage loans, whether procured in good faith or through fraud or false
 
 
 
pretenses;
 
 
b.
the failure of any Servicing Contractor to collect or receive Money for the account of the Insured,
notwithstanding any agreement between the Servicing Contractor and the Insured; or
 
 
c.
the failure to remit Money collected or received for the account of the Insured by any Servicing
 
 
 
Contractor unless the Servicing Contractor is legally liable to the Insured for loss of the Money.
 
H.
Exclusions Applicable to Insuring Clause G. Only
 
 
Insuring Clause G. does not apply to loss resulting directly or indirectly from:
 
 
a.
liability assumed by the Insured under any contract unless such liability would have attached to the
 
 
 
Insured in the absence of such agreement;
 
 
b.
a threat to do bodily harm to any person, or to do damage to the premises or property of the Insured;
 
 
c.
forged, altered or fraudulent Financial Documents used as source documentation in the preparation of
 
 
 
Electronic Data or manually keyed in a Communication Terminal;
 
 
d.
Financial Documents except as converted to Electronic Data and then only in such converted form;
 
 
e.
resulting directly or indirectly from the accessing of any confidential information, including but not limited
 
 
 
to trade secret information, computer programs or customer information;
 
 
f.
resulting from mechanical failure, faulty construction, error in design, latent defect, wear or tear, gradual
 
 
 
deterioration, electrical disturbance, Electronic Data Processing Media failure or breakdown, any
 
 
 
malfunction or error in programming, or errors or omissions in processing;
 
 
g.
the input of Electronic Data at an authorized terminal of an electronic funds transfer system or a
 
 
 
customer communication system by a customer or other person who had authorized access to the
 
 
 
customer's authentication mechanism; or
 
 
h.
fraudulent features contained in Electronic Computer Instructions developed for sale to, or that are sold
 
 
 
to, multiple customers at the time of their acquisition from a vendor or consultant.
 
I.
Exclusion Applicable to Insuring Clause J. Only
 
 
Insuring Clause J. does not apply to loss resulting from Uncollectible Items of Deposit which are drawn from a
 
 
financial institution outside the fifty states of the United States of America, District of Columbia, and territories
 
 
and possessions of the United States of America, and Canada.
IV.
OTHER CONDITIONS
 
A.
DISCOVERY





 
 
This Investment Company Bond Coverage Part applies to loss discovered by the Insured during the Policy
 
 
Period. Discovery occurs when any Executive Officer or the Company's risk manager first becomes aware of
 
 
facts which would cause a reasonable person to assume that a loss of a type covered by this Investment
 
 
Company Bond Coverage Part has been or will be incurred, regardless of when the acts or acts causing or
 
 
contributing to such loss occurred, even though the exact amount or details of loss may not then be known.
 
MPAB 001 (12/99)
Page 11 of 17






 

 
 
 
 
Discovery also occurs when any Executive Officer or the Company's risk manager receives notice of an
 
actual or potential claim in which it is alleged that the Insured is liable to a third party under circumstances
 
which, if true, would constitute a Loss under this Investment Company Bond Coverage Part.
 
B.
LIMIT OF LIABILITY
 
 
With respect to this Investment Company Bond Coverage Part only, and notwithstanding anything to the
 
contrary in General Condition and Limitation No. 5 of this Policy, the payment of any loss under this
 
Investment Company Bond Coverage Part shall not reduce the liability of the Insurer for other losses covered
 
under this Investment Company Bond Coverage Part. If a single aggregate Limit of Liability for all Coverage
 
Parts is granted as provided in Item 3(A) of the Declarations of this Policy, the payment of loss under this
 
Investment Company Bond Coverage Part shall reduce the liability of the Insurer for losses covered under
 
any Liability Coverage Parts.
 
 
The most the Insurer will pay for loss resulting from any Single Loss is the applicable Limit of Liability shown
 
in Item 3 of the Declarations; provided, however, that regardless of the number of years this Investment
 
Company Bond Coverage Part remains in force or the number of premiums paid, no Limit of Liability
 
cumulates from year to year or period to period.
 
C.
SINGLE LOSS COVERED BY SINGLE INSURING CLAUSE
 
 
The Insurer will pay for loss resulting from a Single Loss under only a single Insuring Clause. If two or more
 
Insuring Clauses of this Investment Company Bond Coverage Part apply to a Single Loss, the Insured may
 
elect the Insuring Clause under which it will seek coverage. In no event will the Insurer pay more than the
 
applicable Limit of Liability under the applicable Insuring Clause in respect of such Single Loss.
 
D.
DEDUCTIBLE
 
 
The Insurer will not pay for loss resulting from a Single Loss unless the amount of such loss exceeds the
 
applicable Single Loss deductible shown in Item 2 of the Declarations. The Insurer will then pay the amount
 
in excess of such deductible, subject to the applicable Limit of Liability.
 





 
There shall be no deductible applicable to any loss under Insuring Clause A. sustained by any Investment
 
Company named as Insured herein.
 
E.
NOTICE/PROOF-LEGAL PROCEEDINGS AGAINST THE INSURER
 
 
(a)
Within six (6) months after such discovery, the Insured shall furnish to the Insurer proof of loss, duly
 
 
sworn to, with full particulars;
 
 
(b)
Lost Certificated Securities listed in a proof of loss shall be identified by certificate or bond numbers if
 
 
such securities were issued therewith;
 
 
(c)
Legal proceedings for the recovery of any Loss hereunder shall not be brought prior to the expiration of
 
 
sixty (60) days after the original proof of loss is filed with the Insurer or after the expiration of twenty-
 
 
four (24) months from the discovery of such Loss;
 
 
(d)
If any limitation embodied in this Investment Company Bond Coverage Part is prohibited by any law
 
 
controlling the construction hereof, such limitation shall be deemed to be amended so as to equal the
 
 
minimum period of limitation provided by such law;
 
 
(e)
This Investment Company Bond Coverage Part affords coverage only in favor of the Insured. No suit,
 
 
action or legal proceedings shall be brought hereunder by any one other than the named Insured.
 
MPAB 001 (12/99)
Page 12 of 17






 

 
 
 
 
F.
VALUATION
 
 
(1
)
Money
 
 
 
 
Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of
 
 
 
the country in which the loss was sustained or in the United States of America dollar equivalent thereof
 
 
 
determined at the rate of exchange as of 12:01 a.m. on the date of discovery of the loss.
 
 
(2
)
Electronic Data Processing Media
 
 
 
 
In case of loss of, or damage to Electronic Data Processing Media used by the Insured in its business,
 
 
 
the Insurer shall be liable only if such items are actually reproduced by other Electronic Data
 
 
 
Processing Media of the same kind or quality and then for not more than the cost of the blank media
 
 
 
plus the cost of labor for the actual transcription or copying of data which shall have been furnished by
 
 
 
the Insured in order to reproduce such Electronic Data Processing Media, subject to the applicable
 
 
 
Limit of Liability.
 
 
(3
)
Books of Account and Other Records
 
 
 
 
In case of loss of, or damage to, any books of account or other records used by the Insured in its
 
 
 
business, the Insurer shall be liable only if such books or record are actually reproduced and then for
 
 
 
not more than the cost of the blank books, blank pages or other materials plus the cost of labor for the
 
 
 
actual transcription or copying of data which shall have been furnished by the Insured in order to
 
 
 
reproduce such books and other records.
 
 
(4
)
Property other than Money, Securities, Records, or Media
 
 
 
 
In case of loss of, or damage to, any Property other than Money, securities, books of account or other
 
 
 
records or Electronic Data Processing Media, the Insurer shall not be liable for more than the actual
 
 
 
cash value, with proper deduction for depreciation, of such Property. The Insurer may, at its election,
 
 
 
pay the actual cash value of, replace or repair such property. Disagreement between the Insurer and
 
 
 
the Insured as to the cash value or as to the adequacy of repair or replacement shall be resolved by
 
 
 
arbitration.
 
 
(5
)
Electronic Data





 
 
 
 
In case of loss of Electronic Data the Insurer shall be liable under Insuring Clause C. of this Investment
 
 
 
Company Bond Coverage Part only if such data is actually reproduced by other Electronic Data of the
 
 
 
same kind or quality and then for not more than the cost of labor for the actual transcription or copying
 
 
 
of data which shall have been furnished by the Insured in order to reproduce such Electronic Data.
 
 
 
 
However, if such Electronic Data cannot be reproduced and said Electronic Data represents securities,
 
 
 
or financial instruments having a value, then the loss will be valued as indicated in paragraph 5 of this
 
 
 
Condition.
 
 
(6
)
Set-Off
 
 
 
 
Any loss covered under this Investment Company Bond Coverage Part shall be reduced by all money