The Underwriter will indemnify the Insured against court costs and reasonable attorneys’ fees incurred and paid by the Insured in defense of any legal proceeding brought against the Insured
seeking recovery for any loss which, if established against the Insured, would constitute a loss covered under the terms of this Bond; provided, however, that with respect to Insuring Agreement A this indemnity shall apply only in the event
that:
The Insured shall promptly give notice to the Underwriter of any such legal proceeding and upon request shall furnish the Underwriter with copies of all pleadings and other papers therein. At
the Underwriter’s election the Insured shall permit the Underwriter to conduct the defense of such legal proceeding in the Insured’s name, through attorneys of the Underwriter’s selection. In such event, the Insured shall give all reasonable
information and assistance which the Underwriter shall deem necessary to the proper defense of such legal proceeding.
If the amount of the Insured’s liability or alleged liability in any such legal proceeding is greater than the amount which the Insured would be entitled to recover under this Bond (other than
pursuant to this General Agreement C), or if a Deductible Amount is applicable, or both, the indemnity liability of the Underwriter under this General Agreement C is limited to the proportion of court costs and attorneys’ fees incurred and paid
by the Insured or by the Underwriter that the amount which the Insured would be entitled to recover under this Bond (other than pursuant to this General Agreement C) bears to the sum of such amount plus the amount which the Insured is not
entitled to recover. Such indemnity shall be in addition to the Limit of Liability for the applicable Insuring Agreement.
This Bond shall be interpreted with due regard to the purpose of fidelity bonding under Rule 17g-1 under the Investment Company Act of 1940 (i.e., to protect innocent third parties from
harm) and to the structure of the investment management industry (in which a loss of Property resulting from a cause described in any Insuring Agreement ordinarily gives rise to a potential legal liability on the part of the Insured), such that
the term “loss” as used herein shall include an Insured’s legal liability for direct compensatory damages resulting directly from a misappropriation, or measurable diminution in value, of Property.
N.
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Loss resulting from the use of credit, debit, charge, access, convenience, identification, cash management or other cards, whether such cards were issued or purport to have been issued by the Insured
or by anyone else, unless such loss is otherwise covered under Insuring Agreement A.
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O.
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Loss resulting from any purchase, redemption or exchange of securities issued by an Investment Company or other Insured, or any other instruction, request, acknowledgement, notice or transaction
involving securities issued by an Investment Company or other Insured or the dividends in respect thereof, when any of the foregoing is requested, authorized or directed or purported to be requested, authorized or directed by voice
over the telephone or by Electronic Transmission, unless such loss is otherwise covered under Insuring Agreement A or Insuring Agreement I.
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P.
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Loss resulting from any Dishonest or Fraudulent Act or committed by an Employee as defined in Section 1.N(2), unless such loss (1) could not have been reasonably discovered by the due diligence of the
Insured at or prior to the time of acquisition by the Insured of the assets acquired from a predecessor, and (2) arose out of a lawsuit or valid claim brought against the Insured by a person unaffiliated with the Insured or with any
person affiliated with the Insured.
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Q.
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Loss resulting from the unauthorized entry of data into, or the deletion or destruction of data in, or the change of data elements or programs within, any Computer System, unless such loss is
otherwise covered under Insuring Agreement A.
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R.
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Loss resulting from the theft, disappearance, destruction, disclosure, or unauthorized use of confidential or personal information (including, but not limited to, trade secrets, personal shareholder
or client information, shareholder or client lists, personally identifiable financial or medical information, intellectual property, or any other type of non-public information), whether such information is owned by the Insured or
held by the Insured in any capacity (including concurrently with another person); provided, however, this exclusion shall not apply to loss arising out of the use of such information to support or facilitate the commission of an act
otherwise covered by this Bond.
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S.
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All costs, fees, and other expenses arising from a data security breach or incident, including, but not limited to, forensic audit expenses, fines, penalties, expenses to comply with federal and state
laws and expenses related to notifying affected individuals.
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T.
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Loss resulting from vandalism or malicious mischief.
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U.
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Loss resulting from the theft, disappearance, or destruction of Cryptocurrency or from the change in value of Cryptocurrency, unless such loss (1) is sustained by any investment company registered
under the Investment Company Act of 1940 that is named as an Insured and (2) is otherwise covered under Insuring Agreement A.
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SECTION 3. ASSIGNMENT OF RIGHTS
Upon payment to the Insured hereunder for any loss, the Underwriter shall be subrogated to the extent of such payment to all of the Insured’s rights and claims in connection with such loss;
provided, however, that the Underwriter shall not be subrogated to any such rights or claims one named Insured under this Bond may have against another named Insured under this Bond. At the request of the Underwriter, the Insured shall
execute all assignments or other documents and take such action as the Underwriter may deem necessary or desirable to secure and perfect such rights and claims, including the execution of documents necessary to enable the Underwriter to bring
suit in the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind the Underwriter without the Underwriter’s written consent.
SECTION 4. LOSS—NOTICE—PROOF—LEGAL PROCEEDINGS
This Bond is for the use and benefit only of the Insured and the Underwriter shall not be liable hereunder to anyone other than the Insured. As soon as practicable and not more than sixty
(60) days after discovery of any loss covered hereunder, the Insured shall give the Underwriter written notice thereof and, as soon as practicable and within one year after such discovery, shall also furnish to the Underwriter affirmative
proof of loss with full particulars. The Underwriter may extend the sixty-day notice period or the one-year proof of loss period if the Insured requests an extension and shows good cause therefor.
The Insured shall provide the Underwriter with such information, assistance, and cooperation as the Underwriter may reasonably request.
See also General Agreement C (Court Costs and Attorneys’ Fees).
The Underwriter shall not be liable hereunder for loss of Securities unless each of the Securities is identified in such proof of loss by a certificate or bond number or by such
identification means as the Underwriter may require. The Underwriter shall have a reasonable period after receipt of a proper affirmative proof of loss within which to investigate the claim, but where the Property is Securities and the loss
is clear and undisputed, settlement shall be made within forty-eight (48) hours even if the loss involves Securities of which duplicates may be obtained.
The Insured shall not bring legal proceedings against the Underwriter to recover any loss hereunder prior to sixty (60) days after filing such proof of loss or subsequent to twenty-four (24)
months after the discovery of such loss or, in the case of a legal proceeding to recover hereunder on account of any judgment against the Insured in or settlement of any suit mentioned in General Agreement C or to recover court costs or
attorneys’ fees paid in any such suit, twenty-four (24) months after the date of the final judgment in or settlement of such suit. If any limitation in this Bond is prohibited by any applicable law, such limitation shall be deemed to be
amended to be equal to the minimum period of limitation permitted by such law.
Notice hereunder shall be given to Manager, Professional Liability Claims, ICI Mutual Insurance Company, RRG, 1401 H St. NW, Washington, DC 20005.
SECTION 5. DISCOVERY
For all purposes under this Bond, a loss is discovered, and discovery of a loss occurs, when the Insured
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(1)
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becomes aware of facts, or
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(2)
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receives notice of an actual or potential claim by a third party which alleges that the Insured is liable under circumstances,
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which would cause a reasonable person to assume that a loss of a type covered by this Bond has been or is likely to be incurred, regardless of when the act or acts causing or contributing to
such loss occurred, even though the exact amount or details of the loss may not be known.
SECTION 6. VALUATION OF PROPERTY
For the purpose of determining the amount of any loss hereunder, the value of any Property shall be the market value of such Property at the close of business on the first business day before
the discovery of such loss; except that
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(1)
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the value of any Property replaced by the Insured prior to the payment of a claim therefor shall be the actual market value of such Property at the time of replacement, but not in excess of the market value of such Property on the
first business day before the discovery of the loss of such Property;
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(2)
|
the value of Securities which must be produced to exercise subscription, conversion, redemption or deposit privileges shall be the market value of such privileges immediately preceding the expiration thereof if the loss of such
Securities is not discovered until after such expiration, but if there is no quoted or other ascertainable market price for such Property or privileges referred to in clauses (1) and (2), their value shall be fixed by agreement
between the parties or by arbitration before an arbitrator or arbitrators acceptable to the parties; and
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(3)
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the value of books of accounts or other records used by the Insured in the conduct of its business shall be limited to the actual cost of blank books, blank pages or other materials if the books or records are reproduced plus the
cost of labor for the transcription or copying of data furnished by the Insured for reproduction.
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SECTION 7. LOST SECURITIES
The maximum liability of the Underwriter hereunder for lost Securities shall be the payment for, or replacement of, such Securities having an aggregate value not to exceed the applicable
Limit of Liability. If the Underwriter shall make payment to the Insured for any loss of Securities, the Insured shall assign to the Underwriter all of the Insured’s right, title and interest in and to such Securities. In lieu of such
payment, the Underwriter may, at its option, replace such lost Securities, and in such case the Insured shall cooperate to effect such replacement. To effect the replacement of lost Securities, the Underwriter may issue or arrange for the
issuance of a lost instrument bond. If the value of such Securities does not exceed the applicable Deductible Amount (at the time of the discovery of the loss), the Insured will pay the usual premium charged for the lost instrument bond and
will indemnify the issuer of such bond against all loss and expense that it may sustain because of the issuance of such bond.
If the value of such Securities exceeds the applicable Deductible Amount (at the time of discovery of the loss), the Insured will pay a proportion of the usual premium charged for the lost
instrument bond, equal to the percentage that the applicable Deductible Amount bears to the value of such Securities upon discovery of the loss, and will indemnify the issuer of such bond against all loss and expense that is not recovered
from the Underwriter under the terms and conditions of this Bond, subject to the applicable Limit of Liability.
SECTION 8. SALVAGE
If any recovery is made, whether by the Insured or the Underwriter, on account of any loss within the applicable Limit of Liability hereunder, the Underwriter shall be entitled to the full
amount of such recovery to reimburse the Underwriter for all amounts paid hereunder with respect to such loss. If any recovery is made, whether by the Insured or the Underwriter, on account of any loss in excess of the applicable Limit of
Liability hereunder plus the Deductible Amount applicable to such loss from any source other than suretyship, insurance, reinsurance, security or indemnity taken by or for the benefit of the Underwriter, the amount of such recovery, net of
the actual costs and expenses of recovery, shall
be applied to reimburse the Insured in full for the portion of such loss in excess of such Limit of Liability, and the remainder, if any, shall be paid first to reimburse the Underwriter for
all amounts paid hereunder with respect to such loss and then to the Insured to the extent of the portion of such loss within the Deductible Amount. The Insured shall execute all documents which the Underwriter deems necessary or desirable to
secure to the Underwriter the rights provided for herein.
SECTION 9.
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NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
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Prior to its termination, this Bond shall continue in force up to the Limit of Liability for each Insuring Agreement for each Single Loss, notwithstanding any previous loss (other than such
Single Loss) for which the Underwriter may have paid or be liable to pay hereunder; PROVIDED, however, that regardless of the number of years this Bond shall continue in force and the number of premiums which shall be payable or paid, the
liability of the Underwriter under this Bond with respect to any Single Loss shall be limited to the applicable Limit of Liability irrespective of the total amount of such Single Loss and shall not be cumulative in amounts from year to year
or from period to period.
SECTION 10.
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MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
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The maximum liability of the Underwriter for any Single Loss covered by any Insuring Agreement under this Bond shall be the Limit of Liability applicable to such Insuring Agreement, subject
to the applicable Deductible Amount and the other provisions of this Bond. Recovery for any Single Loss may not be made under more than one Insuring Agreement. If any Single Loss covered under this Bond is recoverable or recovered in whole or
in part because of an unexpired discovery period under any other bonds or policies issued by the Underwriter to the Insured or to any predecessor in interest of the Insured, the maximum liability of the Underwriter shall be the greater of
either (1) the applicable Limit of Liability under this Bond, or (2) the maximum liability of the Underwriter under such other bonds or policies.
SECTION 11.
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OTHER INSURANCE
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Notwithstanding anything to the contrary herein, if any loss covered by this Bond shall also be covered by other insurance or suretyship for the benefit of the Insured, the Underwriter shall
be liable hereunder only for the portion of such loss in excess of the amount recoverable under such other insurance or suretyship, but not exceeding the applicable Limit of Liability of this Bond.
SECTION 12.
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DEDUCTIBLE AMOUNT
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The Underwriter shall not be liable under any Insuring Agreement unless the amount of the loss covered thereunder, after deducting the net amount of all reimbursement and/or recovery received
by the Insured with respect to such loss (other than from any other bond, suretyship or insurance policy or as an advance by the Underwriter hereunder) shall exceed the applicable Deductible Amount; in such case the Underwriter shall be
liable only for such excess, subject to the applicable Limit of Liability and the other terms of this Bond.
No Deductible Amount shall apply to any loss covered under Insuring Agreement A sustained by any Investment Company named as an Insured.
The Underwriter may terminate this Bond as to any Insured or all Insureds only by written notice to such Insured or Insureds and, if this Bond is terminated as to any Investment Company, to
each such Investment Company terminated thereby and to the Securities and Exchange Commission, Washington, D.C., in all cases not less than sixty (60) days prior to the effective date of termination specified in such notice.
The Insured may terminate this Bond only by written notice to the Underwriter not less than sixty (60) days prior to the effective date of the termination specified in such notice.
Notwithstanding the foregoing, when the Insured terminates this Bond as to any Investment Company, the effective date of termination shall be not less than sixty (60) days from the date the Underwriter provides written notice of the
termination to each such Investment Company terminated thereby and to the Securities and Exchange Commission, Washington, D.C.
This Bond will terminate as to any Insured that is a Non-Fund immediately and without notice upon (1) the takeover of such Insured’s business by any State or Federal official or agency, or by
any receiver or liquidator, or (2) the filing of a petition under any State or Federal statute relative to bankruptcy or reorganization of the Insured, or assignment for the benefit of creditors of the Insured.
Premiums are earned until the effective date of termination. The Underwriter shall refund the unearned premium computed at short rates in accordance with the Underwriter’s standard short rate
cancellation tables if this Bond is terminated by the Insured or pro rata if this Bond is terminated by the Underwriter.
Upon the detection by any Insured that an Employee has committed any Dishonest or Fraudulent Act(s), the Insured shall immediately remove such Employee from a position that may enable such
Employee to cause the Insured to suffer a loss by any subsequent Dishonest or Fraudulent Act(s). The Insured, within two (2) business days of such detection, shall notify the Underwriter with full and complete particulars of the detected
Dishonest or Fraudulent Act(s).
For purposes of this section, detection occurs when any partner, officer, or supervisory employee of any Insured, who is not in collusion with such Employee, becomes aware that the Employee
has committed any Dishonest or Fraudulent Act(s).
This Bond shall terminate as to any Employee by written notice from the Underwriter to each Insured and, if such Employee is an Employee of an Insured Investment Company, to the Securities
and Exchange Commission, in all cases not less than sixty (60) days prior to the effective date of termination specified in such notice.
SECTION 14.
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RIGHTS AFTER TERMINATION
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At any time prior to the effective date of termination of this Bond as to any Insured, such Insured may, by written notice to the Underwriter, elect to purchase the right under this Bond to
an additional period of twelve (12) months within which to discover loss sustained by such Insured prior to the effective date of such termination and shall pay an additional premium therefor as the Underwriter may require.
Such additional discovery period shall terminate immediately and without notice upon the takeover of such Insured’s business by any State or Federal official or agency, or by any receiver or
liquidator. Promptly after such termination the Underwriter shall refund to the Insured any unearned premium.
The right to purchase such additional discovery period may not be exercised by any State or Federal official or agency, or by any receiver or liquidator, acting or appointed to take over the
Insured’s business.
SECTION 15.
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CENTRAL HANDLING OF SECURITIES
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The Underwriter shall not be liable for loss in connection with the central handling of securities within the systems established and maintained by any Depository (“Systems”), unless the
amount of such loss exceeds the amount recoverable or recovered under any bond or policy or participants’ fund insuring the Depository against such loss (the “Depository’s Recovery”); in such case the Underwriter shall be liable hereunder
only for the Insured’s share of such excess loss, subject to the applicable Limit of Liability, the Deductible Amount and the other terms of this Bond.
For determining the Insured’s share of such excess loss, (1) the Insured shall be deemed to have an interest in any certificate representing any security included within the Systems
equivalent to the interest the Insured then has in all certificates representing the same security included within the Systems; (2) the Depository shall have reasonably and fairly apportioned the Depository’s Recovery among all those having
an interest as recorded by appropriate entries in the books and records of the Depository in Property involved in such loss, so that each such interest shall share in the Depository’s Recovery in the ratio that the value of each such interest
bears to the total value of all such interests; and (3) the Insured’s share of such excess loss shall be the amount of the Insured’s interest in such Property in excess of the amount(s) so apportioned to the Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or Exchange or any nominee in whose name is registered any security included within the Systems.
SECTION 16.
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ADDITIONAL COMPANIES INCLUDED AS INSURED
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If more than one entity is named as the Insured:
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A.
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the total liability of the Underwriter hereunder for each Single Loss shall not exceed the Limit of Liability which would be applicable if there were only one named Insured, regardless of the number of Insured entities which
sustain loss as a result of such Single Loss,
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B.
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the Insured first named in Item 1 of the Declarations shall be deemed authorized to make, adjust, and settle, and receive and enforce payment of, all claims hereunder as the agent of each other Insured for such purposes and for the
giving or receiving of any notice required or permitted to be given hereunder; provided, that the Underwriter shall promptly furnish each named Insured Investment Company with (1) a copy of this Bond and any amendments thereto, (2) a
copy of each formal filing of a claim hereunder by any other Insured, and (3) notification of the terms of the settlement of each such claim prior to the execution of such settlement,
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C.
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the Underwriter shall not be responsible or have any liability for the proper application by the Insured first named in Item 1 of the Declarations of any payment made hereunder to the first named Insured,
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D.
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for the purposes of Sections 4 and 13, knowledge possessed or discovery made by any partner, officer or supervisory Employee of any Insured shall constitute knowledge or discovery by every named Insured,
|
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E.
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if the first named Insured ceases for any reason to be covered under this Bond, then the Insured next named shall thereafter be considered as the first named Insured for the purposes of this Bond, and
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F.
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each named Insured shall constitute “the Insured” for all purposes of this Bond.
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SECTION 17.
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NOTICE AND CHANGE OF CONTROL
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Within thirty (30) days after learning that there has been a change in control of an Insured by transfer of its outstanding voting securities the Insured shall give written notice to the
Underwriter of:
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A.
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the names of the transferors and transferees (or the names of the beneficial owners if the voting securities are registered in another name), and
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B.
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the total number of voting securities owned by the transferors and the transferees (or the beneficial owners), both immediately before and after the transfer, and
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C.
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the total number of outstanding voting securities.
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As used in this Section, “control” means the power to exercise a controlling influence over the management or policies of the Insured.
SECTION 18.
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CHANGE OR MODIFICATION
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This Bond may only be modified by written Rider forming a part hereof over the signature of the Underwriter’s authorized representative. Any Rider which modifies the coverage provided by
Insuring Agreement A, Fidelity, in a manner which adversely affects the rights of an Insured Investment Company shall not become effective until at least sixty (60) days after the Underwriter has given written notice thereof to the Securities
and Exchange Commission, Washington, D.C., and to each Insured Investment Company affected thereby.
SECTION 19.
|
COMPLIANCE WITH APPLICABLE TRADE AND ECONOMIC SANCTIONS
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This Bond shall not be deemed to provide any coverage, and the Underwriter shall not be required to pay any loss or provide any benefit hereunder, to the extent that the provision of such
coverage, payment of such loss or provision of such benefit would cause the Underwriter to be in violation of any applicable trade or economic sanctions, laws or regulations, including, but not limited to, any sanctions, laws or regulations
administered and enforced by the U.S. Department of Treasury Office of Foreign Assets Control (OFAC).
SECTION 20.
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ANTI-BUNDLING
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If any Insuring Agreement requires that an enumerated type of document be Counterfeit, or contain a Forgery or Alteration, the Counterfeit, Forgery, or Alteration must be on or of the
enumerated document itself, not on or of some other document submitted with, accompanying or incorporated by reference into the enumerated document.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on the Declarations Page.
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
INSURED
|
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BOND NUMBER
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Winmill & Co. Incorporated
|
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96394120B
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EFFECTIVE DATE
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BOND PERIOD
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AUTHORIZED REPRESENTATIVE
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October 1, 2020
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October 1, 2020 to October 1, 2021
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/S/ Swenitha Nalli
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In consideration of the premium charged for this Bond, it is hereby understood and agreed that Item 1 of the Declarations, Name of Insured, shall include the following:
Midas Management Corporation
Bexil Advisers LLC
Bexil Corporation
Midas Securities Group, Inc.
Midas Series Trust, a series fund consisting of:
Foxby Corp.
Dividend and Income Fund
Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0001.0-00 (01/02) sp
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
INSURED
|
|
BOND NUMBER
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Winmill & Co. Incorporated
|
|
96394120B
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EFFECTIVE DATE
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BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
October 1, 2020
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October 1, 2020 to October 1, 2021
|
/S/ Swenitha Nalli
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In consideration of the premium charged for this Bond, it is hereby understood and agreed that this Bond (other than Insuring Agreements C and D) does not cover loss resulting from or in
connection with any business, activities, or acts or omissions of (including services rendered by) any Insured which is not an Insured Fund (“Non-Fund Insured”) or any Employee of a Non-Fund Insured, except loss, otherwise
covered by the terms of this Bond, resulting from or in connection with (1) services rendered by a Non-Fund Insured to an Insured Fund, or to shareholders of such Fund in connection with the issuance, transfer, or redemption of their Fund
shares, or (2) in the case of a Non-Fund Insured substantially all of whose business is rendering the services described in (1) above, the general business, activities or operations of such Non-Fund Insured, excluding (a) the
rendering of services (other than those described in (1) above) to any person, or (b) the sale of goods or property of any kind.
It is further understood and agreed that with respect to any Non-Fund Insured, Insuring Agreements C and D only cover loss of Property which a Non-Fund Insured uses or holds, or in which a
Non-Fund Insured has an interest, in each case wholly or partially in connection with the rendering of services by a Non-Fund Insured to an Insured Fund, or to shareholders of such Fund in connection with the issuance, transfer, or redemption
of their Fund shares.
Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0003.0-02 (07/20) sp
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
INSURED
|
|
BOND NUMBER
|
Winmill & Co. Incorporated
|
|
96394120B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
October 1, 2020
|
October 1, 2020 to October 1, 2021
|
/S/ Swenitha Nalli
|
In consideration of the premium charged for this Bond, it is hereby understood and agreed that the Deductible Amount for Insuring Agreement E, Forgery or Alteration, and Insuring Agreement F,
Securities, shall not apply with respect to loss through Forgery of a signature on the following documents:
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(1)
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letter requesting redemption of $25,000 or less payable by check to the Shareholder of Record and sent to an Authorized Address; or
|
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(2)
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letter requesting redemption of $25,000 or less by wire transfer to the Shareholder of Record of an Authorized Bank Account; or
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(3)
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written request to a trustee or custodian for a Designated Retirement Account (“DRA”) which holds shares of an Insured Fund, where such request (a) purports to be from or at the instruction of the Owner of
such DRA, and (b) directs such trustee or custodian to transfer $25,000 or less from such DRA to a trustee or custodian for another DRA established for the benefit of such Owner;
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provided, that the Limit of Liability for a Single Loss as described above shall be $25,000 and that the Insured shall bear 20% of each such loss. This Rider shall not apply in the case
of any such Single Loss which exceeds $25,000; in such case the Deductible Amounts and Limits of Liability set forth in Item 3 of the Declarations shall control.
For purposes of this Rider:
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(A)
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“Designated Retirement Account” means any retirement plan or account described or qualified under the Internal Revenue Code of 1986, as amended, or a subaccount thereof.
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(B)
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“Owner” means the individual for whose benefit the DRA, or a subaccount thereof, is established.
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Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0027.0-02 (07/18) nb
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
INSURED
|
|
BOND NUMBER
|
Winmill & Co. Incorporated
|
|
96394120B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
October 1, 2020
|
October 1, 2020 to October 1, 2021
|
/S/ Swenitha Nalli
|
In consideration of the premium charged for this Bond, it is hereby understood and agreed that this Bond does not cover any loss resulting from or in connection with the acceptance of any Third
Party Check, unless
|
(1)
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such Third Party Check is used to open or increase an account which is registered in the name of one or more of the payees on such Third Party Check, and
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|
(2)
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reasonable efforts are made by the Insured, or by the entity receiving Third Party Checks on behalf of the Insured, to verify all endorsements on all Third Party Checks made payable in amounts greater than
$100,000 (provided, however, that the isolated failure to make such efforts in a particular instance will not preclude coverage, subject to the exclusions herein and in the Bond),
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and then only to the extent such loss is otherwise covered under this Bond.
For purposes of this Rider, “Third Party Check” means a check made payable to one or more parties and offered as payment to one or more other parties.
It is further understood and agreed that notwithstanding anything to the contrary above or elsewhere in the Bond, this Bond does not cover any loss resulting from or in connection with the
acceptance of a Third Party Check where:
|
(1)
|
any payee on such Third Party Check reasonably appears to be a corporation or other entity; or
|
|
(2)
|
such Third Party Check is made payable in an amount greater than $100,000 and does not include the purported endorsements of all payees on such Third Party Check.
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It is further understood and agreed that this Rider shall not apply with respect to any coverage that may be available under Insuring Agreement A, “Fidelity.”
Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0030.0-01 (01/02) sp
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
INSURED
|
|
BOND NUMBER
|
Winmill & Co. Incorporated
|
|
96394120B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
October 1, 2020
|
October 1, 2020 to October 1, 2021
|
/S/ Swenitha Nalli
|
In consideration of the premium charged for this Bond, it is hereby understood and agreed that notwithstanding Section 2.Q of this Bond, this Bond is amended by adding an additional Insuring
Agreement J as follows:
J. COMPUTER
SECURITY
Loss (including loss of Property) resulting directly from Computer Fraud; provided, that the Insured has adopted in writing and generally maintains and follows during the Bond Period
all Computer Security Procedures. The isolated failure of the Insured to maintain and follow a particular Computer Security Procedure in a particular instance will not preclude coverage under this Insuring Agreement, subject to the specific
exclusions herein and in the Bond.
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1.
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Definitions. The following terms used in this Insuring Agreement shall have the following meanings:
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a.
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“Authorized User” means any person or entity designated by the Insured (through contract, assignment of User Identification, or otherwise) as authorized to use a Covered Computer System, or any part
thereof. An individual who invests in an Insured Fund shall not be considered to be an Authorized User solely by virtue of being an investor.
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b.
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“Computer Fraud” means the unauthorized entry of data into, or the deletion or destruction of data in, or change of data elements or programs within, a Covered Computer System which:
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(1)
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is committed by any Unauthorized Third Party anywhere, alone or in collusion with other Unauthorized Third Parties; and
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(2)
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is committed with the conscious manifest intent (a) to cause the Insured to sustain a loss, and (b) to obtain financial benefit for the perpetrator or any other person; and
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(3)
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causes (x) Property to be transferred, paid or delivered; or (y) an account of the Insured, or of its customer, to be added, deleted, debited or credited; or (z) an unauthorized or
fictitious account to be debited or credited.
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c.
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“Computer Security Procedures” means procedures for prevention of unauthorized computer access and use and administration of computer access and use as provided in writing to the Underwriter.
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d.
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“Covered Computer System” means any Computer System as to which the Insured has possession, custody and control.
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e.
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“Unauthorized Third Party” means any person or entity that, at the time of the Computer Fraud, is not an Authorized User.
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f.
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“User Identification” means any unique user name (i.e., a series of characters) that is assigned to a person or entity by the Insured.
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2.
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Exclusions. It is further understood and agreed that this Insuring Agreement J shall not cover:
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a.
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Any loss covered under Insuring Agreement A, “Fidelity,” of this Bond; and
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b.
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Any loss resulting from the intentional failure to adhere to one or more Computer Security Procedures; and
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c.
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Any loss resulting from a Computer Fraud committed by or in collusion with:
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(1)
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any Authorized User (whether a natural person or an entity); or
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(2)
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in the case of any Authorized User which is an entity, (a) any director, officer, partner, employee or agent of such Authorized User, or (b) any entity which controls, is controlled by, or is under common
control with such Authorized User (“Related Entity”), or (c) any director, officer, partner, employee or agent of such Related Entity; or
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(3)
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in the case of any Authorized User who is a natural person, (a) any entity for which such Authorized User is a director, officer, partner, employee or agent (“Employer Entity”), or (b) any director,
officer, partner, employee or agent of such Employer Entity, or (c) any entity which controls, is controlled by, or is under common control with such Employer Entity (“Employer-Related Entity”), or (d) any director, officer, partner,
employee or agent of such Employer-Related Entity;
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and
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d.
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Any loss resulting from physical damage to or destruction of any Covered Computer System, or any part thereof, or any data, data elements or media associated therewith; and
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e.
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Any loss resulting from Computer Fraud committed by means of wireless access to any Covered Computer System, or any part thereof, or any data, data elements or media associated therewith; and
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f.
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Any loss not directly and proximately caused by Computer Fraud (including, without limitation, disruption of business and extra expense); and
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g.
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Payments made to any person(s) who has threatened to deny or has denied authorized access to a Covered Computer System or otherwise has threatened to disrupt the business of the Insured.
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For purposes of this Insuring Agreement, “Single Loss,” as defined in Section 1.EE of this Bond, shall also include all loss caused by Computer Fraud(s) committed by one person, or in which one
person is implicated, whether or not that person is specifically identified. A series of losses involving unidentified individuals, but arising from the same method of operation, may be deemed by the Underwriter to involve the same individual
and in that event shall be treated as a Single Loss.
It is further understood and agreed that nothing in this Rider shall affect the exclusion set forth in Section 2.O of this Bond.
It is further understood and agreed that notwithstanding Section 9, Non-Reduction and Non-Accumulation of Liability and Total Liability, or any other provision of this Bond, the Aggregate Limit
of Liability of the Underwriter under this Bond with respect to any and all loss or losses under this Insuring Agreement shall be an aggregate of $1,175,000 for the Bond Period, irrespective of the total amount of any such loss or losses.
Coverage under this Insuring Agreement shall terminate upon termination of this Bond. Coverage under this Insuring Agreement may also be terminated without terminating this Bond as an entirety:
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(a)
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by written notice from the Underwriter not less than sixty (60) days prior to the effective date of termination specified in such notice; or
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(b)
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immediately by written notice from the Insured to the Underwriter.
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Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0019.0-04 (07/18) nb
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
INSURED
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BOND NUMBER
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Winmill & Co. Incorporated
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96394120B
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EFFECTIVE DATE
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BOND PERIOD
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AUTHORIZED REPRESENTATIVE
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October 1, 2020
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October 1, 2020 to October 1, 2021
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/S/ Swenitha Nalli
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In consideration for the premium charged for this Bond, it is hereby understood and agreed that notwithstanding anything to the contrary in this Bond (including Insuring Agreement I), this Bond
does not cover any loss resulting from any Online Redemption(s) or Online Purchase(s) involving an aggregate amount in excess of Five Hundred Thousand Dollars ($500,000) per shareholder account per day, unless before such redemption(s) or
purchase(s), in a procedure initiated by the Insured or by the entity receiving the request for such Online Redemption(s) or Online Purchase(s):
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(a)
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the Shareholder of Record verifies, by some method other than an Electronic Transmission effected over the Internet, that each such redemption or purchase has been authorized, and
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(b)
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if such redemption or purchase is to be effected by wire to or from a particular bank account, a duly authorized employee of the bank verifies the account number to or from which funds are being
transferred, and that the name on the account is the same as the name of the intended recipient of the proceeds.
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It is further understood and agreed that, notwithstanding the Limit of Liability set forth herein or any other provision of this Bond, the Limit of Liability with respect to any Single Loss
caused by an Online Transaction shall be One Million One Hundred Seventy-Five Thousand Dollars ($1,175,000) and the Deductible Amount applicable to any such Single Loss is Twenty-Five Thousand Dollars ($25,000).
It is further understood and agreed that, notwithstanding Section 9, Non-Reduction and Non-Accumulation of Liability and Total Liability, or any other provision of this Bond, the Aggregate
Limit of Liability of the Underwriter under this Bond with respect to any and all loss or losses caused by Online Transactions shall be an aggregate of One Million One Hundred Seventy -Five Thousand Dollars ($1,175,000) for the Bond Period,
irrespective of the total amount of such loss or losses.
For purposes of this Rider, the following terms shall have the following meanings:
“Online Purchase” means any purchase of shares issued by an Investment Company, which purchase is requested through an Electronic Transmission over the Internet.
“Online Redemption” means any redemption of shares issued by an Investment Company, which redemption is requested through an Electronic Transmission over the Internet.
“Online Transaction” means any Phone/Electronic Transaction requested through an Electronic Transmission over the Internet.
Except as above stated, nothing herein shall be held to alter, waive, or extend any of the terms of this Bond.
RN0038.0-02 (06/18) nb
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
INSURED
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BOND NUMBER
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Winmill & Co. Incorporated
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96394120B
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EFFECTIVE DATE
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BOND PERIOD
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AUTHORIZED REPRESENTATIVE
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October 1, 2020
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October 1, 2020 to October 1, 2021
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/S/ Swenitha Nalli
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In consideration for the premium charged for this Bond, it is hereby understood and agreed that, with respect to Insuring Agreement I only, the Deductible Amount set forth in Item 3 of the
Declarations (“Phone/Electronic Deductible”) shall not apply with respect to a Single Loss, otherwise covered by Insuring Agreement I, caused by:
(a)
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a Phone/Electronic Redemption requested to be paid or made payable by check to the Shareholder of Record and sent to an Authorized Address; or
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(b)
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a Phone/Electronic Redemption requested to be paid or made payable by wire transfer to the Shareholder of Record at an Authorized Bank Account,
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provided, that the Limit of Liability for a Single Loss as described in (a) or (b) above shall be the lesser of 80% of such loss or $20,000 and that the Insured shall bear the remainder
of each such Loss. This Rider shall not apply if the application of the Phone/Electronic Deductible to the Single Loss would result in coverage of greater than $20,000; in such case the Phone/Electronic Deductible and Limit of Liability set
forth in Item 3 of the Declarations shall control.
For purposes of this Rider, “Phone/Electronic Redemption” means any redemption of shares issued by an Investment Company, which redemption is requested (a) by voice over the telephone, (b) by
Telefacsimile, or (c) by transmission over the Internet.
Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0039.0-02 (06/18) nb
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
INSURED
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BOND NUMBER
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Winmill & Co. Incorporated
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96394120B
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EFFECTIVE DATE
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BOND PERIOD
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AUTHORIZED REPRESENTATIVE
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October 1, 2020
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October 1, 2020 to October 1, 2021
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/S/ Swenitha Nalli
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In consideration of the premium charged for this Bond, it is hereby understood and agreed that notwithstanding anything to the contrary in this Bond (including Insuring Agreement I), this Bond
does not cover loss caused by a Phone/Electronic Transaction requested:
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•
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by use of an automated telephone tone or voice response system,
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except insofar as such loss is covered under Insuring Agreement A “Fidelity” of this Bond.
Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0048.0-03 (01/13) sp
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 9
INSURED
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BOND NUMBER
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Winmill & Co. Incorporated
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96394120B
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EFFECTIVE DATE
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BOND PERIOD
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AUTHORIZED REPRESENTATIVE
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October 1, 2020
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October 1, 2020 to October 1, 2021
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/S/ Swenitha Nalli
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Most property and casualty insurers, including ICI Mutual Insurance Company, a Risk Retention Group (“ICI Mutual”), are subject to the requirements of the Terrorism Risk Insurance Act of 2002,
as amended (the “Act”). The Act establishes a federal insurance backstop under which ICI Mutual and these other insurers may be partially reimbursed by the United States Government for future “insured losses”
resulting from certified “acts of terrorism.” (Each of these bolded terms is defined by the Act.) The Act also places certain disclosure and other obligations
on ICI Mutual and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by certified “acts of terrorism” may be partially reimbursed by the United Sates government
under a formula established by the Act. Under this formula, the United States government would generally reimburse ICI Mutual for the Federal Share of Compensation of ICI Mutual’s “insured losses” in
excess of ICI Mutual’s “insurer deductible” until total “insured losses” of all participating insurers reach $100 billion (the “Cap on Annual Liability”). If
total “insured losses” of all property and casualty insurers reach the Cap on Annual Liability in any one calendar year, the Act limits U.S. Government reimbursement and provides that the insurers
will not be liable under their policies for their portions of such losses that exceed such amount. Amounts otherwise payable under this Bond may be reduced as a result.
This Bond has no express exclusion for “acts of terrorism.” However, coverage under this Bond remains subject to all applicable terms, conditions, and
limitations of the Bond (including exclusions) that are permissible under the Act.
The portion of the premium that is attributable to any coverage potentially available under the Bond for “acts of terrorism” is one percent (1%) and
does not include any charges for the portion of loss that may be covered by the U.S. Government under the Act
As used herein, “Federal Share of Compensation” shall mean 85% in calendar year 2015 and shall be reduced by 1% per calendar year until equal to 80%.
Except as above stated, nothing herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0053.1-00 (07/18) sp
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 10
INSURED
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BOND NUMBER
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Winmill & Co. Incorporated
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96394120B
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EFFECTIVE DATE
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BOND PERIOD
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AUTHORIZED REPRESENTATIVE
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October 1, 2020
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October 1, 2020 to October 1, 2021
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/S/ Swenitha Nalli
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SOCIAL ENGINEERING FRAUD
In consideration of the premium charged for this Bond, it is hereby understood and agreed that this Bond is amended by adding an additional Insuring Agreement M, as follows:
M. Social
Engineering Fraud
Loss resulting directly from the Insured, in good faith, transferring, paying, or delivering money from its own account as a direct result of a Social Engineering Fraud;
PROVIDED, that the entity receiving such request generally maintains and follows during the Bond Period all Social Engineering Security Procedures.
The Limit of Liability for a Single Loss under this Insuring Agreement M shall be the lesser of (a) 50% of the amount by which such Single Loss exceeds the Deductible Amount or (b) $1,000,000
(One Million Dollars), and the Insured shall bear the remainder of any such Single Loss. The Deductible Amount for this Insuring Agreement M is $25,000 (Twenty-Five Thousand Dollars).
Notwithstanding any other provision of this Bond, the aggregate Limit of Liability under this Bond with respect to any and all loss or losses under this Insuring Agreement M shall be $1,000,000
(One Million Dollars) for the Bond Period, irrespective of the total amount of such loss or losses.
This Insuring Agreement M does not cover loss covered under any other Insuring Agreement of this Bond.
It is further understood and agreed that for purposes of this rider:
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1.
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“Communication” means an instruction that (a) directs an Employee to transfer, pay, or deliver money from the Insured’s own account, (b) contains a material misrepresentation of fact, and (c) is relied upon
by the Employee, believing it to be true.
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2.
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“Social Engineering Fraud” means the intentional misleading of an Employee through the use of a Communication, where such Communication:
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(a)
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is transmitted to the Employee in writing, by voice over the telephone, or by Electronic Transmission;
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(b)
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is made by an individual who purports to be (i) an Employee who is duly authorized by the Insured to instruct another Employee to transfer, pay, or deliver money, or (ii) an officer or employee of a Vendor
who is duly authorized by the Insured to instruct an Employee to transfer, pay, or deliver money; and
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(c)
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is unauthorized, dishonest or fraudulent and is made with the manifest intent to deceive.
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3.
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“Social Engineering Security Procedures” means security procedures intended to prevent Social Engineering Fraud as set forth in the Application and/or as otherwise provided in writing to the Underwriter.
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4.
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“Vendor” means any entity or individual that provides goods or services to the Insured under a pre-existing, written agreement.
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Except as above stated, nothing herein shall be held to alter, waive, or extend any of the terms of this Bond.
RN0054.0-00 (07/18) nb
SECRETARY'S CERTIFICATE
OF
DIVIDEND AND INCOME FUND, FOXBY CORP.,
AND
MIDAS SERIES TRUST
(EACH A “FUND” AND COLLECTIVELY, THE “FUNDS”)
On this 1st day of October, 2020, the undersigned, Russell Kamerman, does hereby certify that he is the duly elected and presently incumbent Secretary of the Funds, and is authorized to execute and deliver this Secretary’s Certificate
and does hereby further certify that:
The following resolutions have been unanimously adopted first by the directors or trustees of each Fund who are not interested persons, as defined under the Investment Company Act of 1940, as amended (the “1940 Act”), of each Fund,
voting separately, and then by all of the directors or trustees of each Fund present at the meeting of the Boards of Directors or Trustees of the Funds duly called and held on September 9, 2020, at which a quorum was present and acting
throughout; and such resolutions have not been amended, modified, or rescinded and remain in full force and effect on the date hereof.
RESOLVED, that, upon due consideration of all relevant factors including, but not limited to, the value of the aggregate assets of the Funds to which any covered person may, singly, or jointly with others, have access, the type and
terms of the arrangements made for the custody and safekeeping of such assets, and the nature of the portfolio securities of the Funds, the form of Investment Company Blanket Bond or renewal policy indications, as applicable, presented at
the meeting (“Bond”) (fidelity bond coverage for any dishonest or fraudulent act(s), including larceny or embezzlement, committed by any covered person) issued by ICI Mutual and the amount, type, and coverage thereof, be, and it hereby
is, ratified, confirmed, and approved in all respects; and be it further
RESOLVED, that, upon due consideration of all relevant factors including, but not limited to, the number of other parties named as insureds, the nature of the business activities of such other parties, the amount of the Bond and the
amount of the premium for the Bond, the allocation of the premium among all parties named as insureds, and the extent to which the share of the premium allocated to each Fund is expected to be less than each Fund would have had to pay if
it had maintained a single insured bond, the applicable portion of the total premium allocated to each Fund, payable for coverage as described herein, be, and it hereby is, approved, and the payment of such premium by any officer of the
Funds be, and it hereby is, approved; and be it further
RESOLVED, that participation of each Fund in an agreement among the Funds and all other named insureds under the Bond (“Joint Insured Agreement”), which agreement provides that, in the event a loss suffered by any of the insureds
under the Bond (the “Assureds”) is not fully recoverable under the Bond, or under any other bond naming such Assured as an insured, each applicable Assured shall receive an equitable and proportionate share of the recovery provided,
however, that each Fund shall receive at least the amount of coverage approved by the directors or trustees of such Fund in accordance with paragraph (d) of Rule 17g-1 (but, in any event, not less than the amount of the minimum coverage
set forth in subparagraph (d)(1) of said Rule 17g-1, applicable to an investment company having the same gross assets as such Fund), and it hereby is, approved; and be it further
RESOLVED, that the President or any other officer of the Funds be, and each hereby is, authorized to execute, and secure coverage under, the Joint Insured Agreement on behalf of the Funds, and any actions previously taken by such
officers with respect to securing coverage under the Joint Insured Agreement be, and they hereby are, ratified, confirmed, and approved in all respects; and be it further
RESOLVED, that the Secretary and Treasurer of the Funds be, and each hereby is, designated as an officer directed to make filings and give the notices required of the Funds by Rule 17g-1 under the 1940 Act.
IN WITNESS WHEREOF, the undersigned being duly authorized has executed this Secretary's Certificate of the Funds.
/s/Russell Kamerman
Russell Kamerman
Secretary
The amount of the single insured bond which each investment company would have provided and maintained had it not been named as an insured under a joint bond is as follows:
Dividend and Income Fund
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$
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600,000
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Foxby Corp.
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$
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175,000
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Midas Series Trust
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$
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350,000
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The period for which premiums have been paid with respect to the Bond is October 1, 2020 to October 1, 2021.
Agreement made as of the 9th day of September, 2020, by and among Dividend and Income Fund, Foxby Corp., Midas Series Trust (each a “Fund” and collectively, the “Funds”), Bexil Corporation, Bexil Advisers LLC, Midas Securities Group,
Inc., Midas Management Corporation, and Winmill & Co. Incorporated (hereinafter referred to, collectively with the Funds, as the “Assureds”).
WHEREAS, the Assureds are jointly insured under an Investment Company Blanket Bond (“Bond”) issued by ICI Mutual Insurance Company;
NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:
1. The aggregate face amount of the Bond shall at all times be equal to or greater than the aggregate of the amounts set forth as the minimum amount for each Fund (based on the gross assets of each) under sub-paragraph (d)(1) of Rule
17g-1, promulgated under the Investment Company Act of 1940, as amended.
2. In the event of a recovery by two or more of the Assureds under the Bond in connection with a single loss, such recovery shall be divided among the Assureds suffering such loss in proportion to the respective amounts of each such
Assured's loss.
3. In the event a loss suffered by any of the Assureds is not fully recoverable under the Bond, or under any other bond naming such Assured as an insured, each applicable Assured shall receive an equitable and proportionate share of
the recovery provided, however, that each Fund shall receive at least the amount of coverage approved by the directors or trustees of such Fund in accordance with paragraph (d) of said Rule 17g-1 (but, in any event, not less than the
amount of the minimum coverage set forth in subparagraph (d)(1) of said Rule 17g-1, applicable to an investment company having the same gross assets as such Fund).
IN WITNESS WHEREOF, each of the Assureds has executed this agreement as of the date and year above written.
Bexil Corporation
By: /s/ Russell Kamerman
Russell Kamerman, General Counsel
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Midas Securities Group, Inc.
By: /s/ Russell Kamerman
Russell Kamerman, General Counsel
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Bexil Advisers LLC
By: /s/ Russell Kamerman
Russell Kamerman, General Counsel
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Midas Management Corporation
By: /s/ Russell Kamerman
Russell Kamerman, General Counsel
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Dividend and Income Fund
By: /s/ Russell Kamerman
Russell Kamerman, General Counsel
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Midas Series Trust
By: /s/ Russell Kamerman
Russell Kamerman, General Counsel
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Foxby Corp.
By: /s/ Russell Kamerman
Russell Kamerman, General Counsel
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Winmill & Co. Incorporated
By: /s/ Donald Klimoski II
Donald Klimoski II, General Counsel
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