DELIVERY
INVOICE
The
STPAUL
Company: St.
Paul Fire & Marine Insurance Company
|
I Engex,
Inc. Policy
Inception/ Effective Date: 05/16/08
N 44
Wall Street 2
nd
FLOOR
Agency Number: 3181334
S New
York NY 10005
U
R Transaction
Type:
E Renewal
of 490PB1517
D Transaction
number:
Processing
date: 05/28/2008
Policy
Number: 490PB1892
A Mackoul&
Associates, Inc
G 214
W Park Avenue
E Long
Beach, NY 11561
N
T
Policy
Description
Amount
Surtax
/
Number
Surcharge
490PB1892 FI
- Bond Form
14 $5,238
40724 Ed.
12-90 Printed in
U.S.A. Insured
Copy Page
1
The
StPaul
40724 Ed.
12-90 Printed in
U.S.A. Insured
Copy Page
2
IMPORTANT
NOTICE – INDEPENDENT AGENT AND BROKER
COMPENSATION
NO
COVERAGE IS PROVIDED BY THIS NOTICE. THIS NOTICE DOES NOT AMEND ANY PROVISION OF
YOUR POLICY. YOU SHOULD REVIEW YOUR ENTIRE POLICY CAREFULLY FOR COMPLETE
INFORMATION ON THE CPVERAGES PROVIDED AND TO DETERMINE YOUR RIGHTS AND DUTIES
UNDER YOUR POLICY. PLEASE CONTACT YOUR AGENT OR BROKER IF YOU HAVE ANY QUESTIONS
ABOUT THIS NOTICE OR ITS CONTENTS. IF THERE IS ANY CONFLICT BETWEEN YOUR POLICY
AND THIS NOTICE, THE PROVISIONS OF YOUR POLICY PREVAIL.
For
information about how Travelers compensates independent agents and brokers,
please visit
www.travelers.com
,
call our toll-free telephone number, 1-866-904-8348, or you may request a
written copy from Marketing at One Tower Square, 2GSA, Hartford, CT
06183.
ND044
Rev.
1-08 Page
1 of 1
HOW TO REPORT LOSSES,
CLAIMS, OR POTENTIAL CLAIMS TO TRAVELERS
Reporting
new losses, claims, or potential claims promptly can be critical. It helps to
resolve covered losses or claims as quickly as possible and often reduces the
overall cost.
Prompt
reporting:
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better
protects the interests of all
parties;
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helps
Travelers to try to resolve losses or claims more quickly;
and
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often
reduces the overall cost of a loss or claim – losses or claims reported
more than five days after they happen cost on average 35% more than those
reported
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Report
losses, claims, or potential claims to Travelers easily and quickly by fax, US
mail, or email.
Use this
number to report a loss, claim, or potential claim by fax toll
free.
1-88-460-6622
Use this
address to report a loss, claim, or potential claim by US Mail.
Bond-FPS
Claims Department
Travelers
Mail Code
NB08F
385
Washington Street
Saint
Paul, Minnesota 55102
Use this
address to report a loss, claim, or potential claim by email.
Pro.E&O.Claim.Reporting@SPT.com
This is a
general description of how to report a loss, claim, or potential claim under
this policy or bond. This description does not replace or add to the terms of
this policy or bond. The policy or bond alone determines the scope of coverage.
Please read it carefully for complete information on coverage. Contact your
agent or broker if you have any questions about coverage.
ND059 Ed.
11-06
-1-
© 2006
The St. Paul Travelers Companies, Inc. All Rights Reserved
TRAVELERS
FINANCIAL
INSTITUTION BOND
Standard Form
No. 14, Revised to October, 1987
Bond No
.
490PB1517
St.
Paul Fire & Marine Insurance Company
(Herein
Called Underwriter)
DECLARATIONS
Item
1. Name of Insured (herein called
Insured):
Principal
Address:
ENGEX,
INC.
44 Wall
Street, 2
nd
Floor
New
York, NY 10005
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Item 2.
Bond Period: from 12:01 a.m on
05/16/2008
to
12:01 a.m on 05/16/2009
(Month,
Day,
Year) (Month,Day,Year)
standard
time.
Item 3.
The Aggregate Liability of the Underwriter during the Bond Period shall
be
$500,000
Item 4.
Subject to Sections 4 and 11 hereof,
The
Single Loss Limit of Liability is $500,000
And
the Single Loss Deductible is $25,000
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Provided,
however, that if any amounts are inserted below specified Insuring
Agreements or Coverage, those amounts shall be
controlling. Any amount set forth below shall be part of and not in
addition to amounts set forth above. (If an Insuring Agreement or Coverage
is to be deleted, insert “Not
Covered.”)
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Single
Loss Limit
of Single
Amount
applicable
to:
Liability Loss
Deductible
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Insuring
Agreement (D) – Forgery or
Alteration
$500,000. $25,000.
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Insuring
Agreement (E) –
Securities
$500,000. $25,000.
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Coverage
on
Partners
$N/A $N/A
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Optional
Insuring Agreements and Coverages:
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(F)
Counterfeit
Currency
$500,000. $25,000.
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If “Not
Covered” is inserted above apposite any specifies Insuring Agreement or
Coverage, such Insuring Agreement or Coverage and any other reference thereto in
this bond shall be deemed to be deleted therefrom.
Item 5.
The liability of the Underwriter is subject to the terms of the following riders
attached
hereto:
SR6180b
Ed. 12-93, SR6275 Ed. 09-05, MEL3036 Ed. 06-05, MEL3389 Ed. 08-05
TSB 5062b
Ed. 10-87
Copyright,
The Surety Association of America,
1987
Page 1 of
13
Item 6.
The Insured by the acceptance of this bond gives notice to the Underwriter
terminating or
Canceling
prior bond(s) or policy(ies) No.(s) 490PB1517
Such
termination or cancelation to be effective as of the time this bond becomes
effective.
TSB 5062b
Ed. 10-87
Page 2 of
13 Copyright,
The Surety Association of America, 1987
The
Underwriter, in consideration of an agreed premium, and in reliance upon all
statements made and information furnished to the Underwriter by the Insured in
applying for this bond, and subject to the Declarations, Insuring Agreements,
General Agreements, Conditions and Limitations and other terms hereof, agrees to
indemnify the Insured for:
INSURING
AGREEMENTS
FIDELITY
(A)
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Loss
resulting directly from dishonest or fraudulent acts committed by an
Employee acting alone or in collusion with
others.
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Such
dishonest or fraudulent acts must be committed by the Employee with the manifest
intent:
(a) to
cause the Insured to sustain such loss; and
(b) to
obtain financial benefit for the Employee and which, in fact, result
in obtaining such benefit.
As used
in this Insuring Agreement, financial benefit does not include any employee
benefits earned in the normal course of employment, including salaries,
commissions, fees, bonuses, promotions, awards, profit sharing or
pensions.
ON
PREMISES
(B)
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(1)
Loss of Property resulting directly
from
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(a)
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robbery,
burglary, misplacement, mysterious unexplainable disappearance and damage
thereto or destruction thereof, or
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(b)
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theft,
false pretenses, common-law or statutory larceny, committed by a person
present in an office or on the premises of the
Insured,
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while the
Property is lodged or deposited within offices or premises located
anywhere.
(2) Loss
of or damage to
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(a)
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furnishings,
fixtures, supplies or equipment within an office of the
Insured covered under this bond resulting directly from larceny
or theft in, or by burglary or robbery of, such office, or attempt
thereat, or by vandalism or malicious mischief,
or
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(b)
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such
office resulting from larceny or theft in, or by burglary or robbery of
such office or attempt thereat, or to the interior of such office by
vandalism or malicious mischief.
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provided
that
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(i)
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the
Insured is the owner of such furnishings, fixtures,
supplies, equipment, or office or is liable for such loss or
damage, and
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(ii)
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the
loss is not caused by fire.
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IN
TRANSIT
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(C) Loss
of Property resulting directly from robbery, common-law or statutory
larceny, theft, misplacement, mysterious unexplainable disappearance,
being lost or made away with, and damage thereto or destruction thereof,
while the Property is in transit anywhere in the custody
of
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(a)
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a
natural person acting as a messenger of the Insured (or another natural
person acting as messenger or custodian during an emergency arising from
the incapacity of the original messenger),
or
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(b)
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a
Transportation Company and being transported in an armored motor vehicle,
or
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(c)
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a
Transportation Company and being transported in a conveyance other than an
armored motor vehicle provided that covered Property transported in such
manner is limited to the following:
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(i)
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records,
whether recorded in writing or electronically,
and
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(ii)
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Certified
Securities issued in registered form and not endorsed, or with restrictive
endorsements, and
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(iii)
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Negotiable
Instruments not payable to bearer, or not endorsed, or with restrictive
endorsements.
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Coverage
under this Insuring Agreement begins immediately upon the receipt of such
Property by the natural person or Transportation Company and ends immediately
upon delivery to the designated recipient or its agent.
FORGERY
OR ALTERATION
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(D) Loss
resulting directly from
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(1)
Forgery or alteration of, on or in any Negotiable Instrument (except an
Evidence of Debt), Acceptance, Withdrawal Order, receipt for the
withdrawal of Property, Certificate of Deposit or Letter of
Credit
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(2)
transferring, paying or delivering any funds or Property or establishing
any credit or giving any value on the faith of any written instructions or
advices directed to the Insured and authorizing or acknowledging the
transfer, payment, delivery or receipt of funds or Property, which
instructions or advices purport to have been signed or endorsed by any
customer of the Insured or by any financial institution but which
instructions or advices either bear a signature which is a Forgery or have
been altered without the knowledge and consent of such customer or
financial institution.
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A
mechanically reproduced facsimile signature is treated the same as a handwritten
signature.
SECURITIES
(E)
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Loss
resulting directly from the insured having, in good faith, for its own
account or for the account of
others
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(1)
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acquired,
sold or delivered, or given value, extended credit or assumed liability,
on the faith of, any original
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(a)
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Certificated
Security,
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(b)
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deed,
mortgage or other instrument conveying title to, or creating or
discharging a lien upon, real
property,
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(d)
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Instruction
to a Federal Reserve Bank of the United States,
or
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(e)
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Statement
of Uncertificated Security of any Federal Reserve Bank of the United
States
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which
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(i)
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bears
a signature of any maker, drawer, issuer, endorser, assignor, lessee,
transfer agent, registrar, acceptor, surety, guarantor, or of any person
signing in any other capacity which is a Forgery,
or
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(iii) is
lost or stolen;
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(2)
guaranteed in writing or witnessed any signature upon any transfer,
assignment, bill of sale, power of attorney, Guarantee, or any items
listed in (a) through (c) above.
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(3)
acquired, sold or delivered, or given value, extended credit or assumed
liability, on the faith of any item listed in (a) and (b) above which is a
Counterfeit.
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A
mechanically reproduced facsimile signature is treated the same as a handwritten
signature.
COUNTERFEIT
CURRENCY
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(F)
Loss resulting directly from the receipt by the Insured, in good faith, of
any Counterfeit Money of the United States of America, Canada or of any
other country in which the Insured maintains a branch
office.
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GENERAL
AGREEMENTS
NOMINEES
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A. Loss
sustained by any nominee organized by the Insured for the purpose of
handling certain of its business transactions and composed exclusively of
its Employees shall, for all the purposes of this bond and whether or not
any partner of such nominee is implicated in such loss, be deemed to be
loss sustained by the Insured.
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ADDITIONAL
OFFICES OR EMPLOYEES -
CONSOLIDATION,
MERGER OR PURCHASE OF
ASSETS
— NOTICE
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B. If
the Insured shall, while this bond is in force, establish any additional
offices, other than by consolidation or merger with, or purchase or
acquisition of assets or liabilities of, another institution, such offices
shall be automatically covered hereunder from the date of such
establishment without the requirement of notice to the Underwriter or the
payment of additional premium for the remainder of the premium
period.
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If the
Insured shall, while this bond is in force, consolidate or merge with, or
purchase or acquire assets or liabilities of, another institution, the Insured
shall not have such coverage as is afforded under this bond for loss
which
(a) has
occurred or will occur in offices or premises, or
(b) has
been caused or will be caused by an employee or employees of such institution,
or
(c) has
arisen or will arise out of the assets or liabilities
acquired
by the Insured as a result of such consolidation, merger or purchase or
acquisition of assets or liabilities unless the Insured shall
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(i)
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give
the Underwriter written notice of the proposed consolidation, merger or
purchase or acquisition of assets or liabilities prior to the proposed
effective date of such action and
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(ii)
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obtain
the written consent of the Underwriter to extend the coverage provided by
this bond to such additional offices or premises,- Employees and other
exposures, and
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(iii)
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upon
obtaining such consent, pay to the Underwriter an additional
premium.
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CHANGE
OF CONTROL – NOTICE
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(C)
When the Insured learns of a change in control, it shall give written
notice to
the Underwriter.
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As used
in this General Agreement, control means the power to determine the management
or policy of a controlling holding company or the Insured by virtue of voting
stock ownership. A change in ownership of voting stock which results in direct
or indirect ownership by a stockholder or an affiliated group of stockholders of
ten percent (10%) or more of such stock shall be presumed to result in a change
of control for the purpose of the required notice.
Failure
to give the required notice shall result in termination of coverage for any loss
involving a transferee, to be effective upon the date of the stock
transfer.
REPRESENTATION
OF INSURED
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(D)
The Insured represents that the information furnished in the application
for this bond is complete, true and correct. Such application constitutes
part of this bond.
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Any
misrepresentation, omission, concealment or incorrect statement of a material
fact, in the application or otherwise, shall be grounds for the rescission of
this bond.
JOINT
INSURED
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(E)
If two or more Insureds are covered under this bond, the first named
Insured shall act for all Insureds. Payment by the Underwriter to the
first named Insured of loss sustained by any Insured shall fully release
the Underwriter on account of such loss. If the first named Insured ceases
to be covered under this bond, the Insured next named shall thereafter be
considered as the first named Insured. Knowledge possessed or discovery
made by any Insured shall constitute knowledge or discovery by all
Insureds for all purposes of this bond. The liability of the Underwriter
for loss or losses sustained by all Insureds shall not exceed the amount
for which the Underwriter would have been liable had all such loss or
losses been sustained by one
Insured.
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NOTICE
OF LEGAL PROCEEDINGS AGAINST
INSURED
— ELECTION TO DEFEND
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(F)
The Insured shall notify the Underwriter at the earliest practicable
moment, not to exceed 30 days after notice thereof, of any legal
proceeding brought to determine the Insured's liability for any loss,
claim or damage, which, if established, would constitute a collectible
loss under this bond. Concurrently, the Insured shall furnish copies of
all pleadings and pertinent papers to the
Underwriter.
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The
Underwriter, at its sole option, may elect to conduct the defense of such legal
proceeding, in whole or in part. The defense by the Underwriter shall be in the
Insured's name through attorneys selected by the Underwriter. The Insured shall
provide all reasonable information and assistance required by the Underwriter
for such defense.
If the
Underwriter elects to defend the Insured, in whole or in part, any judgment
against the Insured on those counts or causes of action which the Underwriter
defended on behalf of the Insured or any settlement in which the Underwriter
participates and all attorneys' fees, costs and expenses incurred by the
Underwriter in the defense of the litigation shall be a loss covered by this
bond.
If the
Insured does not give the notices required in subsection (a) of Section 5 of
this bond and in the first paragraph of this General Agreement, or if the
Underwriter elects not to defend any causes of action, neither a judgment
against the Insured, nor a settlement of any legal proceeding by the Insured,
shall determine the existence, extent or amount of coverage under this bond for
loss sustained by the Insured, and the Underwriter shall not be liable for any
attorneys' fees, costs and expenses incurred by the Insured.
With
respect to this General Agreement, subsections (b) and (d) of Section 5 of this
bond apply upon the entry of such judgment or the occurrence of such settlement
instead of upon discovery of loss. In addition, the Insured must notify the
Underwriter within 30 days after such judgment is entered against it or after
the Insured settles such legal proceeding, and, subject to subsection (e) of
Section 5, the Insured may not bring legal proceedings for the recovery of such
loss after the expiration of 24 months from the date of such final judgment or
settlement.
CONDITIONS
AND LIMITATIONS
DEFINITIONS
Section
1. As used in this bond:
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(a)
Acceptance means a draft which the drawee has, by signature written
thereon, engaged to honor as
presented.
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(b)
Certificate of Deposit means an acknowledgment in writing by a financial
institution of receipt of Money with an engagement to repay
it.
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(c)
Certificated Security means a share, participation or other interest in
property of or an enterprise of the issuer or an obligation of the issuer,
which is:
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(1)
represented by an instrument issued in bearer or registered form;
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(2)
of a type commonly dealt in on securities exchanges or markets or commonly
recognized in any area in which it is issued or dealt in as a medium for
investment; and
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(3)
either one of a class or series or by its terms divisible into a class or
series of shares, participations, interests or
obligations.
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(d)
Counterfeit means an imitation of an actual valid original which is
intended to deceive and to be taken as the
original.
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(e)
Employee means
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(1)
a natural person in the service of the Insured at any of the Insured's
offices or premises covered hereunder whom the Insured compensates
directly by salary or commissions and whom the Insured has the right to
direct and control while performing services for the
Insured;
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(2)
an attorney retained by the Insured and an employee of such attorney while
either is performing legal services for the
Insured;
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(3)
a person provided by an employment contractor to perform employee duties
for the Insured under the Insured's supervision at any of the Insured's
offices or premises covered hereunder, and a guest student pursuing
studies or duties in any of said offices or
premises;
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(4)
an employee of an institution merged or consolidated with the Insured
prior to the effective date of this
bond;
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(5)
each natural person, partnership or corporation authorized by the Insured
to perform services as data processor of checks or other accounting
records of the Insured (not including preparation or modification of
computer software or programs), herein called Processor. (Each such
Processor, and the partners, officers and employees of such Processor
shall, collectively, be deemed to be one Employee for all the purposes of
this bond, excepting, however, the second paragraph of Section 12. A
Federal Reserve Bank or clearing house shall not be construed to be a
processor.); and
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(6)
a Partner of the Insured, unless not covered as stated in Item 4 of the
Declarations.
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(f)
Evidence of Debt means an instrument, including a Negotiable Instrument,
executed by a customer of the Insured and held by the Insured which in the
regular course of business is treated as evidencing the customer's debt to
the Insured.
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(g)
Financial Interest in the Insured of the Insured's general partner(s), or
limited partner(s), committing dishonest or fraudulent acts covered by
this bond or concerned or implicated therein
means:
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(1)
as respects general partner(s) the value of all right, title and interest
of such general partner(s), determined as of the close of business on the
date of discovery of loss covered by this bond, in the aggregate
of:
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(a)
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the
"net worth" of the Insured, which for the purposes of this bond, shall be
deemed to be the excess of its total assets over its total liabilities,
without adjustment to give effect to loss covered by this bond, (except
that credit balances and equities in proprietary accounts of the Insured,
which shall include capital accounts of partners, investment and trading
accounts of the Insured, participations of the Insured in joint accounts,
and accounts of partners which are covered by agreements providing for the
inclusion of equities therein as partnership property, shall not be
considered as liabilities) with securities, spot commodities, commodity
future contracts in such proprietary accounts and all other assets marked
to market or fair value and with adjustment for profits and losses at the
market of contractual commitments for such proprietary accounts of the
Insured; and
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(b)
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the
value of all other Money, securities and property belonging to such
general partner(s), or in which such general partner(s) have a pecuniary
interest, held by or in the custody of and legally available to the
Insured as set-off against loss covered by this
bond;
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provided,
however, that if such "net worth" adjusted to give effect to loss covered by
this bond and such value of all other Money, securities and property as set
forth in (0(1)(6) preceding, plus the amount of coverage afforded by this bond
on account of such loss, is not sufficient to enable the Insured to meet its
obligations, including its obligations to its partners other than to such
general partner(s), then the Financial Interest in the Insured, as above
defined, of such general partner(s) shall be reduced in an amount necessary, or
eliminated if need be, in order to enable the Insured upon payment of loss under
this bond to meet such obligations, to the extent that such payment will enable
the Insured to meet such obligations, without any benefit accruing to such
general partner(s) from such payment; and
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(2)
as respects limited partners the value of such limited partner's(')
investment in the Insured.
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(h)
Forgery means the signing of the name of another person or organization
with intent to deceive; it does not mean a signature which consists in
whole or in part of one's own name signed with or without authority, in
any capacity, for any purpose.
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(i)
Guarantee means a written undertaking obligating the signer to pay the
debt of another to the Insured or its assignee or to a financial
institution from which the Insured has purchased participation in the
debt, if the debt is not paid in accordance with its
terms.
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(j)
Instruction means a written order to the issuer of an Uncertificated
Security requesting that the transfer, pledge, or release from pledge of
the Uncertificated Security specified be
registered.
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(k)
Letter of Credit means an engagement in writing by a bank or other person
made at the request of a customer that the bank or other person will honor
drafts or other demands for payment upon compliance with the conditions
specified in the Letter of Credit.
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(l)
Money means a medium of exchange in current use authorized or adopted by a
domestic or foreign government as a part of its
currency.
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(m)
Negotiable Instrument means any writing
(1)
signed by the maker or drawer; and
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(2)
containing any unconditional promise or order to pay a sum certain in
Money and no other promise, order, obligation or power given by the maker
or drawer; and
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(3) is
payable on demand or at a definite time; and
(4) is
payable to order or bearer.
(n)
Partner means a natural person who
(1) is
a general partner of the Insured, or
(2) is a
limited partner and an Employee (as defined in Section 1(e)(1) of the bond) of
the Insured.
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(o)
Property means Money, Certificated Securities, Uncertificated Securities
of any Federal Reserve Bank of the United States, Negotiable Instruments,
Certificates of Deposit, documents of title, Acceptances, Evidences of
Debt, security agreements, Withdrawal Orders, certificates of origin or
title, Letters of Credit, insurance policies, abstracts of title, deeds
and mortgages on real estate, revenue and other stamps, tokens, unsold
state lottery tickets, books of account and other records whether recorded
in writing or electronically, gems, jewelry, precious metals of all kinds
and in any form, and tangible items of personal property which are not
herein before enumerated.
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(p)
Statement of Uncertificated Security means a written statement of the
issuer of an Uncertificated Security
containing:
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(1) a
description of the Issue of which the Uncertificated Security is a
part;
(2) the
number of shares or units:
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(a)
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transferred
to the registered owner;
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(b)
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pledged
by the registered owner to the registered
pledgee;
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(c)
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released
from pledge by the registered
pledgee;
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(d)
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registered
in the name of the registered owner on the date of the statement;
or
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(e)
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subject
to pledge on the date of the
statement;
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(3) the
name and address of the registered owner and registered pledgee;
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(4)
a notation of any liens and restrictions of the issuer and any adverse
claims to which the Uncertificated Security is or may be subject or a
statement that there are none of those liens, restrictions or adverse
claims; and
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(5) the
date:
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(a)
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the
transfer of the shares or units to the new registered owner of the shares
or units was registered;
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(b)
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the
pledge of the registered pledgee was registered,
or
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(c)
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of
the statement, if it is a periodic or annual
statement.
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(q)
Transportation Company means any organization which provides its own or
leased vehicles for transportation or which provides freight forwarding or
air express services.
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(r)
Uncertificated Security means a share, participation or other interest in
property of or an enterprise of the issuer or an obligation of the issuer,
which is:
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(1)
not represented by an instrument and the transfer of which is registered
upon books maintained for that purpose by or on behalf of the
issuer;
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(2) of a
type commonly dealt in on securities exchanges or markets; and
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(3)
either one of a class or series or by its terms divisible into a class or
series of shares, participations, interests or
obligations.
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(s)
Withdrawal Order means a non-negotiable instrument, other than an
Instruction, signed by a customer of the Insured authorizing the Insured
to debit the customer's account in the amount of funds stated
therein.
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EXCLUSIONS
Section
2. This bond does not cover:
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(a)
loss resulting directly or indirectly from forgery or alteration, except
when covered under Insuring Agreements (A), (D), or
(E);
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(b)
loss due to riot or civil commotion outside the United States of America
and Canada; or loss due to military, naval or usurped power, war or
insurrection unless such loss occurs in transit in the circumstances
recited in Insuring Agreement (C), and unless, when such transit was
initiated, there was no knowledge of such riot, civil commotion, military,
naval or usurped power, war or insurrection on the part of any person
acting for the Insured in initiating such
transit;
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(c)
loss resulting directly or indirectly from the effects of nuclear fission
or fusion or radioactivity; provided, however, that this paragraph shall
not apply to loss resulting from industrial uses of nuclear
energy;
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(d)
loss resulting from any act or acts of any person who is a member of the
Board of Directors of the Insured or a member of any equivalent body by
whatsoever name known unless such person is also an Employee or an elected
official of the Insured in some other capacity, nor, in any event, loss
resulting from the act or acts of any person while acting in the capacity
of a member of such Board or equivalent
body;
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(e)
loss resulting directly or indirectly from the complete or partial
nonpayment of, or default upon, any loan or transaction involving the
Insured as a lender or borrower, or extension of credit, including the
purchase, discounting or other acquisition of false or genuine accounts,
invoices, notes, agreements or Evidences of Debt, whether such loan,
transaction or extension was procured in good faith or through trick,
artifice, fraud or false pretenses, except when covered under Insuring
Agreements (A), (D) or (E);
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(f) loss
resulting from any violation by the Insured or by any Employee
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(1)
of law regulating (i) the issuance, purchase or sale of securities, (ii)
securities transactions upon security exchanges or over the counter
market, (iii) investment companies, or (iv) investment advisers,
or
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(2)
of any rule or regulation made pursuant to any such law, unless it is
established by the Insured that the act or acts which caused the said loss
involved fraudulent or dishonest conduct which would have caused a loss to
the Insured in a similar amount in the absence of such laws, rules or
regulations;
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(g)
loss resulting directly or indirectly from the failure of a financial or
depository institution, or its receiver or liquidator, to pay or deliver,
on demand of the Insured, funds or Property of the Insured held by it in
any capacity, except when covered under Insuring Agreements (A) or
(B)(1)(a);
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(h)
loss caused by an Employee, except when covered under Insuring Agreement
(A) or when covered under Insuring Agreement (B) or (C) and resulting
directly from misplacement, mysterious unexplainable disappearance or
destruction of or damage to
Property;
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(i)
loss resulting directly or indirectly from transactions in a customer's
account, whether authorized or unauthorized, except the unlawful
withdrawal and conversion of Money, securities or precious metals,
directly from a customer's account by an Employee provided such unlawful
withdrawal and conversion is covered under Insuring Agreement
(A);
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(j)
damages resulting from any civil, criminal or other legal proceeding in
which the Insured is alleged to have engaged in racketeering activity
except when the Insured establishes that the act or acts giving rise to
such damages were committed by an Employee under circumstances which
result directly in a loss to the Insured covered by Insuring Agreement
(A). For the purposes of this exclusion, "racketeering activity" is
defined in 18 United States Code 1961 et seq., as
amended;
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(k)
loss resulting directly or indirectly from the use or purported use of
credit, debit, charge, access, convenience, identification, cash
management or other cards
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(1) in
obtaining credit or funds, or
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(2)
in gaining access to automated mechanical devices which, on behalf of the
Insured, disburse Money, accept deposits, cash checks, drafts or similar
written instruments or make credit card loans,
or
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(3)
in gaining access to point of sale terminals, customer-bank communication
terminals, or similar electronic terminals of electronic funds transfer
systems,
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whether
such cards were issued, or purport to have been issued, by the Insured or by
anyone other than the Insured, except when covered under Insuring Agreement
(A);
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(l)
loss involving automated mechanical devices which, on behalf of the
Insured, disburse Money, accept deposits, cash checks, drafts
or similar written instruments or make credit card loans, except when
covered under Insuring Agreement
(A.);
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(m)
loss through the surrender of Property away from an office of the Insured
as a result of a threat
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(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
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(2) to do
damage to the premises or property of the Insured,
except
when covered under Insuring Agreement (A);
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(n)
loss resulting directly or indirectly from payments made or withdrawals
from a depositor's or customer's account involving erroneous credits to
such account, unless such payments or withdrawals are physically received
by such depositor or customer or representative of such depositor or
customer who is within the office of the Insured at the time of such
payment or withdrawal, or except when covered under Insuring Agreement
(A);
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(o)
loss involving items of deposit which are not finally paid for any reason,
including but not limited to Forgery or any other fraud, except when
covered under Insuring Agreement
(A);
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(p)
loss resulting directly or indirectly from counterfeiting, except when
covered under Insuring Agreements (A), (E) or
(F);
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(q)
loss of any tangible item of personal property which is not specifically
enumerated in the paragraph defining Property if such property is
specifically insured by other insurance of any kind and in any amount
obtained by the Insured, and in any event, loss of such property occurring
more than 60 days after the Insured takes possession of such property,
except when covered under Insuring Agreements (A) or
(B)(2);
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(r) loss
of Property while
(1) in
the mail or
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(2)
in the custody of any Transportation Company, unless covered under
Insuring Agreement (C),
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except
when covered under Insuring Agreement (A);
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(s)
potential income, including but not limited to interest and dividends, not
realized by the Insured or by any customer of the
Insured;
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(t)
damages of any type for which the Insured is legally liable, except
compensatory damages, but not multiples thereof, arising directly from a
loss covered under this bond;
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(u) all
fees, costs and expenses incurred by the Insured
(1) in
establishing the existence of or amount of loss covered under this bond,
or
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(2)
as a party to any legal proceeding whether or not such legal proceeding
exposes the Insured to loss covered by this
bond;
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(v)
indirect or consequential loss of any nature;
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(w)
loss involving any Uncertificated Security except an Uncertificated
Security of any Federal Reserve Bank of the United States or when covered
under Insuring Agreement (A);
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(x)
loss resulting directly or indirectly from any dishonest or fraudulent act
or acts committed by any non-Employee who is a securities, commodities,
money, mortgage, real estate, loan, insurance, property management,
investment banking broker, agent or other representative of the same
general character;
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(y)
loss caused directly or indirectly by a Partner of the Insured unless the
amount of such loss exceeds the Financial Interest in the Insured of such
Partner and the Deductible Amount applicable to this bond, and then for
the excess Only;
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(z)
loss resulting directly or indirectly from any actual or alleged
representation, advice, warranty or guarantee as to the performance of any
investments;
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(aa)
loss due to liability imposed upon the Insured as a result of the unlawful
disclosure of nonpublic material information by the Insured or any
Employee, or as a result of any Employee acting upon such information,
whether authorized or unauthorized.
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DISCOVERY
Section
3. This bond applies to loss discovered by the Insured during the
Bond Period. Discovery occurs when the Insured first becomes aware of facts
which would cause a reasonable person to assume that a loss of a type covered by
this bond has been or will be incurred, regardless of when the act or acts
causing or contributing to such loss occurred, even though the exact amount or
details of loss may not then be known.
Discovery
also occurs when the Insured receives notice of an actual or potential claim in
which it is alleged that the Insured is liable to a third party under
circumstances which, if true, would constitute a loss under this
bond.
LIMIT
OF LIABILITY
Section
4.
Aggregate
Limit of Liability
The
Underwriter's total liability far all losses discovered during the Bond Period
shown in Item 2 of the Declarations shall not exceed the Aggregate Limit of
Liability shown in Item 3 of the Declarations. The Aggregate Limit of Liability
shall be reduced by the amount of any payment made under the terms of this
bond.
Upon
exhaustion of the Aggregate Limit of Liability by such payments:
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(a)
The Underwriter shall have no further liability for loss or losses
regardless of when discovered and whether or not previously reported to
the Underwriter, and
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(b)
The Underwriter shall have no obligation under General Agreement F to
continue the defense of the Insured, and upon notice by the Underwriter to
the Insured that the Aggregate Limit of Liability has been exhausted, the
Insured shall assume all responsibility for its defense at its own
cost.
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The
Aggregate Limit of Liability shall not be increased or reinstated by any
recovery made and applied in accordance with subsections (a), (b) and (c) of
Section 7. In the event that a loss of Property is settled by the Underwriter
through the use of a lost instrument bond, such loss shall not reduce the
Aggregate Limit of Liability.
Single
Loss Limit of Liability
Subject
to the Aggregate Limit of Liability, the Underwriter's liability for each Single
Loss shall not exceed the applicable Single Loss Limit of Liability shown in
Item 4 of the Declarations. If a Single Loss is covered under more than one
Insuring Agreement or Coverage, the maximum payable shall not exceed the largest
applicable Single Loss Limit of Liability.
Single
Loss Defined
Single
Loss means all covered loss, including court costs and attorneys' fees incurred
by the Underwriter under General Agreement F, resulting from
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(a)
any one act or series of related acts of burglary, robbery or attempt
thereat, in which no Employee is implicated,
or
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(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
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(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
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(d) any
one casualty or event not specified in (a), (b) or (c) preceding.
NOTICE/PROOF
— LEGAL PROCEEDINGS AGAINST
UNDERWRITER
Section
5.
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(a)
At the earliest practicable moment, not to exceed 30 days, after discovery
of loss, the Insured abaft give the Underwriter notice
thereof.
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(b)
Within 6 months after such discovery, the Insured shall furnish to the
Underwriter proof of loss, duly sworn to, with full
particulars.
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(c)
Lost Certificated Securities listed in a proof of loss shall be identified
by certificate or bond numbers if such securities were issued
therewith.
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(d)
Legal proceedings for the recovery of any loss hereunder shall not be
brought prior to the expiration of 60 days after the original proof of
loss is filed with the Underwriter or after the expiration of 24 months
from the discovery of such loss.
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(e)
If any limitation embodied in this bond is prohibited by any law
controlling the construction hereof, such limitation shall be deemed to be
amended so as to equal the minimum period of limitation provided by such
law.
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(f)
This bond affords coverage only in favor of the Insured. No suit, action
or legal proceedings shall be brought hereunder by any one other than the
named Insured.
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VALUATION
Section
6. Any loss of Money, or loss payable in Money, shall be paid, at the
option of the Insured, in the Money of the country in which the loss was
sustained or in the United States of America dollar equivalent thereof
determined at the rate of exchange at the time of payment of such
loss.
Securities
The
Underwriter shall settle in kind its liability under this bond on account of a
loss of any securities or, at the option of the Insured, shall pay to the
Insured the cost of replacing such securities, determined by the market value
thereof at the time of such settlement. However, if prior to such settlement the
Insured shall be compelled by the demands of a third party or by market rules to
purchase equivalent securities, and gives written notification of this to the
Underwriter, the cost incurred by the Insured shall be taken as the value of
those securities. In case of a loss of subscription, conversion or redemption
privileges through the misplacement or loss of securities, the amount of such
loss shall be the value of such privileges immediately preceding the expiration
thereof. If such securities cannot be replaced or have no quoted market value,
or if such privileges have no quoted market value, their value shall be
determined by agreement or arbitration.
If the
applicable coverage of this bond is subject to a Deductible Amount and/or is not
sufficient in amount to indemnify the Insured in full for the loss of securities
for which claim is made hereunder, the liability of the Underwriter under this
bond is limited to the payment for, or the duplication of, so much of such
securities as has a value equal to the amount of such applicable
coverage.
Books of
Account and Other Records
In case
of loss of, or damage to, any books of account or other records used by the
Insured in its business, the Underwriter shall be liable under this bond only if
such books or records are actually reproduced and then for not more than the
cost of the blank books, blank pages or other materials plus the cost of labor
for the actual transcription or copying of data which shall have been furnished
by the Insured in order to reproduce such books and other records.
Property
other than Money, Securities or Records
In case
of loss of, or damage to, any Property other than Money, securities, books of
account or other records, or damage covered under Insuring Agreement (B)(2), the
Underwriter shall not be liable for more than the actual cash value of such
Property, or of items covered under Insuring Agreement (B)(2). The Underwriter
may, at its election, pay the actual cash value of, replace or repair such
property. Disagreement between the Underwriter and the Insured as to the cash
value or as to the adequacy of repair or replacement shall be resolved by
arbitration.
Set-Off
Any loss
covered under this bond shall be reduced by a set-off consisting of any amount
owed to the Employee causing the loss if such loss is covered under Insuring
Agreement (A)
ASSIGNMENT
— SUBROGATION — RECOVERY —
COOPERATION
Section
7.
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(a)
In the event of payment under this bond, the Insured shall deliver, if so
requested by the Underwriter, an assignment of such of the Insured's
rights, title and interest and causes of action as it has against any
person or entity to the extent of the loss
payment.
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(b)
In the event of payment under this bond, the Underwriter shall be
subrogated to all of the Insured's rights of recovery therefor against any
person or entity to the extent of such
payment.
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(c)
Recoveries, whether effected by the Underwriter or by the Insured, shall
be applied net of the expense of such recovery first to the satisfaction
of the Insured's loss which would otherwise have been paid but for the
fact that it is in excess of either the Single or Aggregate Limit of
Liability, secondly, to the Underwriter as reimbursement of amounts paid
in settlement of the Insured's claim, and thirdly, to the Insured in
satisfaction of any Deductible Amount. Recovery on account of loss of
securities as set forth in the second paragraph of Section 6 or recovery
from reinsurance and/or indemnity of the Underwriter shall not be deemed a
recovery as used herein.
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(d)
Upon the Underwriter's request and at reasonable times and places
designated by the Underwriter the Insured
shall
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(1)
submit to examination by the Underwriter and subscribe to the same under
oath; and
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(2)
produce for the Underwriter's examination all pertinent records;
and
(3)
cooperate with the Underwriter in all matters pertaining to the
loss.
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(e)
The Insured shall execute all papers and render assistance to secure to
the Underwriter the rights and causes of action provided for herein. The
Insured shall do nothing after discovery of loss to prejudice such rights
or causes of action.
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LIMIT
OF LIABILITY UNDER THIS BOND AND
PRIOR
INSURANCE
Section
8. With respect to any loss set forth in sub-section (c) of Section 4
of this bond which is recoverable or recovered in whole or in part under any
other bonds or policies issued by the Underwriter to the Insured or to any
predecessor in interest of the Insured and terminated or canceled or allowed to
expire and in which the period for discovery has not expired at the time any
such loss thereunder is discovered, the total liability of the Underwriter under
this bond and under such other bonds or policies shall not exceed, in the
aggregate, the amount carried hereunder on such loss or the amount available to
the Insured under such other bonds or policies, as limited by the terms and
conditions thereof, for any such loss if the latter amount be the
larger.
If the
coverage of this bond supersedes in whole or in part the coverage of any other
bond or policy of insurance issued by an Insurer other than the Underwriter and
terminated, canceled or allowed to expire, the Underwriter, with respect to any
loss sustained prior to such termination, cancellation or expiration and
discovered within the period permitted under such other bond or policy for the
discovery of loss thereunder, shall be liable under this bond only for that part
of such loss covered by this bond as is in excess of the amount recoverable or
recovered on account of such loss under such other bond or policy, anything to
the contrary in such other bond or policy notwithstanding.
OTHER
INSURANCE OR INDEMNITY
Section
9. Coverage afforded hereunder shall apply only as excess over any
valid and collectible insurance or indemnity obtained by the Insured, or by one
other than the Insured on Property subject to exclusion (q) or by a
Transportation Company, or by another entity on whose premises the loss occurred
or which employed the person causing the loss or the messenger conveying the
Property involved.
OWNERSHIP
Section
10. This bond shall apply to loss of Property (1) owned by the
Insured, (2) held by the Insured in any capacity, or (3) for which the Insured
is legally liable. This bond shall be for the sole use and benefit of the
Insured named in the Declarations.
DEDUCTIBLE
AMOUNT
Section
11. The Underwriter shall be liable hereunder only for the amount by which any
single loss, as defined in Section 4, exceeds the Single Loss Deductible amount
for the Insuring Agreement or Coverage applicable to such loss, subject to the
Aggregate Limit of Liability and the applicable Single Loss Limit of
Liability.
The
Insured shall, in the time and in the manner prescribed in this bond, give the
Underwriter notice of any loss of the kind covered by the terms of this bond,
whether or not the Underwriter is liable therefor, and upon the request of the
Underwriter shall file with it a brief statement giving the particulars
concerning such loss.
TERMINATION
OR CANCELATION
Section
12. This bond terminates as an entirety upon occurrence of any of the following:
- (a) 60 days after the receipt by the Insured of a written notice from the
Underwriter of its desire to cancel this bond, or (b) immediately upon the
receipt by the Underwriter of a written notice from the Insured of its desire to
cancel this bond, or (c) immediately upon the taking over of the Insured by a
receiver or other liquidator or by State or Federal officials, or (d)
immediately upon the taking over of the Insured by another institution, or (e)
immediately upon exhaustion of the Aggregate Limit of Liability, or (f)
immediately upon expiration of the Bond Period as set forth in Item 2 of the
Declarations.
This bond
terminates as to any Employee or any partner, officer or employee of any
Processor - (a) as soon as any Insured, or any director or officer not in
collusion with such person, learns of any dishonest or fraudulent act committed
by such person at any time, whether in the employment of the Insured or
otherwise, whether or not of the type covered under Insuring Agreement (A),
against the Insured or any other person or entity, without prejudice to the loss
of any Property then in transit in the custody of such person, or (b) 15 days
after the receipt by the Insured of a written notice from the Underwriter of its
desire to cancel this bond as to such person.
Termination
of the bond as to any Insured terminates liability for any loss sustained by
such Insured which is discovered after the effective date of such
termination.
In
witness whereof, the Underwriter has caused this bond to be executed on the
Declarations
In
witness whereof, the Underwriter has caused this bond to be executed on the
Declarations page.
TSB 5062b
Ed. 10-87
Copyright,
The Surety Association of America, 1987
RIDER
To be
attached to and form part of Financial Institution Bond, Standard Form No. 14,
No. 490PB1892 in favor of ENGEX , INC .
It is
agreed that
1. The
following is added to Section 2. Exclusions:
Loss
resulting directly or indirectly from the dishonest or fraudulent acts of an
Employee if any Insured, or any director or officer of an Insured who is not in
collusion with such person, knows, or knew at any time, of any dishonest or
fraudulent act committed by such person at any time, whether in the employment
of the Insured or otherwise, whether or not of the type covered under Insuring
Agreement (AL against the Insured or any other person or entity and without
regard to whether the knowledge was obtained before or after the commencement of
this bond. Provided, however, that this exclusion does not apply to loss of any
Property already in transit in the custody of such person at the time such
knowledge was obtained or to loss resulting directly from dishonest or
fraudulent acts occurring prior to the time such knowledge was
obtained.
2
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This
Rider is effective as of 12:01 am. on
05/16/08
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KNOWLEDGE
OF PRIOR DISHONESTY RIDER
FOR USE
WITH FINANCIAL INSTITUTION BONDS, STANDARD
FORMS
NOS. 14, 15, 24 AND 25.
REVISED
SEPTEMBER, 2005
SR
6275
Copyright,
The Surety Association of America, 2005
RIDER/ENDORSEMENT
To be
attached to and form part of Financial Institution Bond, Standard Form No. 14,
No. 490PB1892 favor of ENGEX, INC.
It is
agreed that:
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1.
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Part
(a) of the section entitled "Termination or Cancellation" of this
bond/policy is deleted.
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2.
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Cancellation
of this bond/policy by the Underwriter/Company is subject to the following
provisions:
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If the
bond/policy has been in effect for 60 days or less, it may be canceled by the
Underwriter/Company for any reason. Such cancellation shall be effective 20 days
after the Underwriter/Company mails a notice of cancellation to the first-named
insured at the mailing address shown in the bond/policy. However, if the
bond/policy has been in effect for more than 60 days or is a renewal, then
cancellation must be based on one of the following grounds:
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(A)
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non-payment
of premium;
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(B)
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conviction
of a crime arising out of acts increasing the hazard insured
against;
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(C)
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discovery
of fraud or material misrepresentation in the obtaining of the bond/policy
or in the presentation of claim
thereunder;
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(D)
|
after
issuance of the bond/policy or after the last renewal date, discovery of
an act or omission, or a violation of any bond/policy condition that
substantially and materially increases the hazard insured against, and
which occurred subsequent to inception of the current bond/policy
period;
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(E)
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material
change in the nature or extent of the risk, occurring after issuance or
last annual renewal anniversary date of the bond/policy, which causes the
risk of loss to be substantially and materially increased beyond that
contemplated at the time the bond/policy was issued or last
renewed;
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(F)
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the
cancellation is required pursuant to a determination by the superintendent
that continuation of the present premium volume of the insurer would
jeopardize that insurer's solvency or be hazardous to the interests of the
insureds, the insurer's creditors or the
public;
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(G)
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a
determination by the superintendent that the continuation of the
bond/policy would violate, or would place the insurer in violation of, any
provision of the New York State insurance
laws.
|
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(H)
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where
the insurer has reason to believe, in good faith and with sufficient
cause, that there is a possible risk or danger that the insured property
will be destroyed by the insured for the purpose of collecting the
insurance proceeds, provided, however,
that:
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(i)
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a
notice of cancellation on this ground shall inform the insured in plain
language that the insured must act within ten days if review by the
Insurance Department of the State of New York of the ground for
cancellation is desired, and
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(ii)
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notice
of cancellation on this ground shall be provided simultaneously by the
insurer to the Insurance Department of the State of New
York.
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Cancellation
based on one of the above grounds shall be effective 15 days after the notice of
cancellation is mailed or delivered to the named insured, at the address shown
on the bond/policy, and to its authorized agent or broker.
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3.
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If
the Underwriter/company elects not to replace a bond/policy at the
termination of the bond/policy period, it shall notify the insured not
more than 120 days nor less than 60 days before termination. If such
notice is given late, the bond/policy shall continue in effect for 60 days
after such notice is given. The Aggregate Limit of Liability shall not be
increased or reinstated. The notice not to replace shall be mailed to the
insured and its broker or agent.
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4.
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If
the Underwriter/Company elects to replace the bond/policy, but with a
change of limits, reduced coverage, increased deductible, additional
exclusion, or upon increased premiums in excess of ten percent (exclusive
of any premium increase as a result of experience rating), the
Underwriter/Company must mail written notice to the insured and its agent
or broker not more than 120 days nor less than 60 days before replacement.
If such notice is given late, the replacement bond/policy shall be in
effect with the same terms, conditions and rates as the terminated
bond/policy for 60 days after such notice is
given.
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5.
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The
Underwriter/Company may elect to simply notify the insured that the
bond/policy will either be not renewed or renewed with different terms,
conditions or rates. In this event, the Underwriter/Company will inform
the insured that a second notice will be sent at a later date specifying
the Underwriter's/Company's exact intention. The Underwriter/Company shall
inform the insured that, in the meantime, coverage shall continue on the
same terms, conditions and rates as the expiring bond/policy until the
expiration date of the bond/policy or 60 days after the second notice is
mailed or delivered, whichever is
later.
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By
NEW YORK
STATUTORY
RIDER/ENDORSEMENT
FOR USE
WITH FINANCIAL INSTITUTION BONDS, TANDARD FORMS NOS. 14, 15, 24 AND 25, AND
EXCESS BANK EMPLOYEE DISHONESTY BOND, STANDARD FORM NO. 28, AND COMPUTER CRIME
POLICY FOR FINANCIAL INSTITUTIONS TO COMPLY WITH STATUTORY
REQUIREMENTS.
The
following spaces preceded by an (*) need not be completed if this endorsement or
rider and the Bond or Policy have the same inception date.
Attached
to and Forming part of Bond or Policy No.
490PB1892
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Date
Endorsement or Rider Executed
05/28/08
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Effective
Date of Endorsement or Rider
12:01
A.M Local Time As
Specified
in the Bond or Policy
05/16/08
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AMEND
EDUCTIBLE FOR INSURING AGREEMENT (A) - FIDELITY
- REGISTERED
MANAGEMENT
INVESTMENT COMPANIES
MEL3036
– ED. 6/05 – For use with Form 14
It is
agreed that:
For
purpose of Insuring Agreement (A), FIDELITY, only, the Single Loss Deductible
amount in Item 4. of the Declarations shall be $0 (Zero) as respects any
registered management investment company.
Nothing
herein contained shall be held to vary, alter, waive, or extend any of the
terms, conditions, provisions, agreements or limitations of the above mentioned
Bond or Policy, other than as above stated.
By
Authorized
Representative
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The
following spaces preceded by an (*) need not be completed if this endorsement or
rider and the Bond or Policy have the same inception date.
Attached
to and Forming part of Bond or Policy No.
490PB1892
|
Date
Endorsement or Rider Executed
05/28/08
|
Effective
Date of Endorsement or Rider
12:01
A.M Local Time As
Specified
in the Bond or Policy
05/16/08
|
*
ISSUED TO
ENGEX, Inc.
AMEND
DEFINITION OF EMPLOYEE
MEL3389
Ed. 8-05 – For use with TSB5062b – Form 14
In
consideration of payment of the premium, it is hereby understood and agreed
that:
DEFINITION
(e), Employee of Section 1. DEFINITIONS of CONDITIONS AND LIMITATIONS is
replaced with the following:
Employee
means:
(1)
|
an
officer of the Insured,
|
(2)
|
a
natural person while in the regular service of the Insured at any of the
regular Insured’s premises and compensated directly by the Insured 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 Insured has the right 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
Insured’s premises,
|
(4)
|
an
attorney retained by the Insured and an employee of such attorney while
either is performing legal services for the
Insured,
|
(5)
|
a
natural person provided by an employment contractor to perform employee
duties for the Insured under the Insured’s supervision at any of the
Insured’s premises,
|
(6)
|
an
employee of an institution merged or consolidated with the Insured prior
to the effective date of this Bond,
|
(7)
|
a
director or trustee of the Insured, but only while performing acts within
the scope of the customary and usual duties of any officer or other
employee of the Insured, or while acting as a member of any committee duly
elected or appointed to examine or audit or have custody of or access to
Property of the Insured, or
|
(8)
|
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 related to such person, partnership or
corporation is actually performing such services and
not:
|
a.
|
creating,
preparing, modifying or maintaining the Insured’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
Insured,
|
(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
with 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 Insured 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 Insured’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 Insured to the Company, and the
Insured shall execute all papers necessary to secure to the Company the rights
provided 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 pf Section 13.
Independent
contractors not specified in e.(4), (5) or (8) above, intermediaries agent
broker or other representatives of the same general character shall not be
considered Employees.
Nothing
herein contained shall be held to vary, alter, waive, or extend any of the
terms, conditions, provisions, agreements or limitations of the above mentioned
Bond or Policy, other than as above stated.
By
Authorized
Representative
|
The
following is a copy of the resolutions adopted by the Board of Directors of
Engex, Inc. (“Registrant”), including a majority of the Directors who are not
“interested persons” of the Registrant, approving the form and amount of
Registrant’s fidelity bond.
RESOLVED,
that it is the finding of the Directors of the Fund, that the fidelity bond for
the Fund, written by St. Paul Fire & Marine Company (the “Bond”), in the
aggregate amount of $500,000 to cover, among others, officers and employees of
the Fund, in accordance with Rule 17g-1 under the Investment Company Act of 1940
(the “1940 Act”), is reasonable in form and amount, after having given due
consideration to, among other things, the value of the aggregate assets of the
Fund to which any person covered under the Bond may have access, the type and
terms of the arrangements made for the custody and safekeeping of assets of the
Fund and the nature of the securities in the Fund;
RESOLVED,
that the Bond is hereby approved by the Board of Directors of the Fund,
including a majority of the directors who are not “interested persons” of the
Fund (as defined in Section 2(a)(19) of the 1940 Act) (the “Independent
Directors”) voting separately;
RESOLVED,
that David Nachamie, Secretary of the Fund, be and he hereby is, authorized,
empowered and directed, with the advise of counsel, to reduce the level of
coverage of the Bond to the lowest amount determined by Mr. Nachamie and counsel
to be in the best interests of the Fund’s shareholders and permitted by Rule
17g-1 of the 1940 Act; and
RESOLVED,
that David Nachamie, Secretary of the Fund, be, and he hereby is, authorized,
empowered and directed to make such filings with the Securities and Exchange
Commission as may be required from time to time pursuant to Rules under the 1940
Act.
The
premium for the bond has been paid for the period ending May 16,
2009.
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