Central
Securities Corporation
630
Fifth Avenue
New
York, N.Y. 10111
(212)
698-2020
November
12, 2021
Securities
and Exchange Commission
100
F Street N.E.
Washington,
D.C. 20549
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Attention:
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Division
of Investment Management
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We
are filing herewith under Section 17(g) of the Investment Company Act of 1940, the following items with respect to the Investment
Company bond covering Central Securities Corporation (the "Corporation") for the period November 1, 2021 through November
1, 2022:
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1.
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A
certified copy of resolutions adopted by a majority of the members of the Board of Directors
of the Corporation who are not interested persons at a meeting of the Board held on September
29, 2021 approving the form and amount of the bond; and
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2.
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A
copy of Bond No. 12043121B in the amount of $1,250,000 effective November 1, 2021, which
was received by the Corporation on or about November 9, 2021; and
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The
premium for this bond was paid on or about October 28, 2021.
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Very truly yours,
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CENTRAL SECURITIES CORPORATION
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/s/ Marlene A. Krumholz
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Enc.
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Secretary
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I, Marlene A. Krumholz, hereby certify that
I am the Secretary of Central Securities Corporation, and that the following is a true and correct copy of resolutions duly adopted
by a majority of the directors who are not "interested persons," at a meeting of the Board of Directors of said Corporation
duly called and held on the 29th day of September 2021, at which a quorum was present and acting throughout. I further certify
that said resolutions continue in full force and effect:
RESOLVED, that the
Registered Management Investment Company Bond No. 12043121B of ICI Mutual Insurance Company, being a single insured bond in
the amount of $1,250,000, effective November 1, 2021, the expiration date of the prior bond, is, in our judgment, adequate
coverage for the protection of the Corporation and its stockholders. In approving such coverage, Messrs. Blackford, Browning,
Calder, Colander, Inglis and Poppe have considered all relevant factors including (1) the value of the Corporation's assets
to which any covered person may have access; (2) the custody arrangements for such assets; (3) the nature of the
Corporation's portfolio securities; and (4) the amount of premium for such bond; and
FURTHER RESOLVED, that the
Secretary shall make any filings and give any notices required by the Securities and Exchange Commission Rule 17g-1 under the Investment
Company Act.
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/s/Marlene A. Krumholz
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Marlene A. Krumholz
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Secretary
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New York, New York
November 12, 2021
ICI MUTUAL
INSURANCE COMPANY,
a Risk Retention Group
1401 H St. NW
Washington, DC 20005
INVESTMENT COMPANY BLANKET BOND
Bond
(6/18)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
1401 H St. NW
Washington, DC 20005
DECLARATIONS
NOTICE
This policy is issued by your risk retention
group. Your risk retention group may not be subject to all of the insurance laws and regulations of your state. State insurance
insolvency guaranty funds are not available for your risk retention group.
Item 1.
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Name of Insured (the “Insured”)
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Bond Number:
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Central Securities Corporation
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12043121B
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Principal Office:
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Mailing Address:
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630 Fifth Avenue, Suite 820
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630 Fifth Avenue, Suite 820
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New York, NY 10111
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New York, NY 10111
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Item 2.
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Bond Period:
from 12:01 a.m. on November 1, 2021, to 12:01 a.m. on November 1, 2022, or the earlier effective date
of the termination of this Bond, standard time at the Principal Office as to each of said dates.
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Item 3.
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Limit of Liability—
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Subject to Sections 9, 10 and 12 hereof:
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LIMIT OF
LIABILITY
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DEDUCTIBLE
AMOUNT
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Insuring Agreement A-
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FIDELITY
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$1,250,000
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N/A
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Insuring Agreement B-
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AUDIT EXPENSE
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$50,000
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$10,000
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Insuring Agreement C-
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ON PREMISES
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$1,250,000
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$10,000
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Insuring Agreement D-
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IN TRANSIT
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$1,250,000
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$10,000
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Insuring Agreement E-
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FORGERY OR ALTERATION
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$1,250,000
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$10,000
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Insuring Agreement F-
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SECURITIES
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$1,250,000
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$10,000
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Insuring Agreement G-
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COUNTERFEIT CURRENCY
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$1,250,000
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$10,000
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Insuring Agreement H-
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UNCOLLECTIBLE ITEMS OF DEPOSIT
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$25,000
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$5,000
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If “Not Covered” is inserted opposite any Insuring Agreement above, such Insuring Agreement and any reference thereto shall be deemed to be deleted from this Bond.
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OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:
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Insuring Agreement J-
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COMPUTER SECURITY
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$1,250,000
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$10,000
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Insuring Agreement M-
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SOCIAL ENGINEERING FRAUD
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$1,000,000
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$10,000
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Item 4.
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Offices or Premises Covered--All the Insured’s offices or other premises in existence at
the time this Bond becomes effective are covered under this Bond, except the offices or other premises excluded by Rider. Offices
or other premises acquired or established after the effective date of this Bond are covered subject to the terms of General Agreement
A.
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Item 5.
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The liability of ICI Mutual Insurance Company, a Risk Retention Group (the “Underwriter”)
is subject to the terms of the following Riders attached hereto:
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Riders: 1-2-3-4-5
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and of all Riders applicable to this Bond issued during the Bond Period.
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By:
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/S/ Swenitha Nalli
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By:
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/S/ Maggie Sullivan
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Authorized Representative
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Authorized Representative
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INVESTMENT
COMPANY BLANKET BOND
NOTICE
This
policy is issued by your risk retention group. Your risk retention group may not be subject to all of the insurance laws and regulations
of your state. State insurance insolvency guaranty funds are not available for your risk retention group.
ICI
Mutual Insurance Company, a Risk Retention Group (the “Underwriter”), in consideration of an agreed premium, and in
reliance upon the Application and all other information furnished to the Underwriter by the Insured, and subject to and in accordance
with the Declarations, General Agreements, Provisions, Conditions and Limitations and other terms of this bond (including all
riders hereto) (“Bond”), to the extent of the Limit of Liability and subject to the Deductible Amount, agrees to indemnify
the Insured for the loss, as described in the Insuring Agreements, sustained by the Insured at any time but discovered during
the Bond Period.
INSURING
AGREEMENTS
A. FIDELITY
Loss
resulting directly from any Dishonest or Fraudulent Act committed by an Employee, committed anywhere and whether committed alone
or in collusion with other persons (whether or not Employees), during the time such Employee has the status of an Employee as
defined herein, and even if such loss is not discovered until after he or she ceases to be an Employee; and EXCLUDING loss covered
under Insuring Agreement B.
B. AUDIT
EXPENSE
Expense
incurred by the Insured for that part of the costs of audits or examinations required by any governmental regulatory authority
or Self-Regulatory Organization to be conducted by such authority or Organization or by an independent accountant or other person,
by reason of the discovery of loss sustained by the Insured and covered by this Bond.
C. ON
PREMISES
Loss
of Property resulting directly from any Mysterious Disappearance, or any Dishonest or Fraudulent Act committed by a person physically
present in an office or on the premises of the Insured at the time the Property is surrendered, while the Property is (or reasonably
supposed or believed by the Insured to be) lodged or deposited within the Insured’s offices or premises located anywhere,
except those offices excluded by Rider; and EXCLUDING loss covered under Insuring Agreement A.
D. IN
TRANSIT
Loss
of Property resulting directly from any Mysterious Disappearance or Dishonest or Fraudulent Act while the Property is physically
(not electronically) in transit anywhere in the custody of any person authorized by an Insured to act as a messenger, except while
in the mail or with a carrier for hire (other than a Security Company); and EXCLUDING loss covered under Insuring Agreement A.
Property is “in transit” beginning immediately upon receipt of such Property by the transporting person and ending
immediately upon delivery to the designated recipient or its agent, but only while the Property is being conveyed.
Bond
(6/18)
Loss
resulting directly from the Insured having, in good faith, paid or transferred any Property in reliance upon any Written, Original:
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(1)
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bills
of exchange, checks, drafts, or other written orders or directions to pay sums certain
in money, acceptances, certificates of deposit, due bills, money orders, warrants, orders
upon public treasuries, or letters of credit; or
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(2)
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instructions,
requests or applications directed to the Insured, authorizing or acknowledging the transfer,
payment, redemption, delivery or receipt of money or Property, or giving notice of any
bank account (provided such instructions or requests or applications purport to have
been signed or endorsed by (a) any customer of the Insured, or (b) any shareholder of
or subscriber to shares issued by any Investment Company, or (c) any financial or banking
institution or stockbroker, and further provided such instructions, requests, or applications
either bear the forged signature or endorsement or have been altered without the knowledge
and consent of such customer, such shareholder or subscriber to shares issued by an Investment
Company, or such financial or banking institution or stockbroker); or
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(3)
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withdrawal
orders or receipts for the withdrawal of Property, or receipts or certificates of deposit
for Property and bearing the name of the Insured as issuer or of another Investment Company
for which the Insured acts as agent;
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which
bear (a) a Forgery, or (b) an Alteration, but only to the extent that the Forgery or Alteration directly causes the loss.
Actual
physical possession by the Insured or its authorized representative of the items listed in (1) through (3) above is a condition
precedent to the Insured having relied upon the items.
This
Insuring Agreement E does not cover loss caused by Forgery or Alteration of Securities or loss covered under Insuring Agreement
A.
Loss
resulting directly from the Insured, in good faith, in the ordinary course of business, and in any capacity whatsoever, whether
for its own account or for the account of others, having acquired, accepted or received, or sold or delivered, or given any value,
extended any credit or assumed any liability in reliance on any Written, Original Securities, where such loss results from the
fact that such Securities prove to:
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(1)
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be
Counterfeit, but only to the extent that the Counterfeit directly causes the loss, or
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(2)
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be
lost or stolen, or
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(3)
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contain
a Forgery or Alteration, but only to the extent the Forgery or Alteration directly causes
the loss,
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and
notwithstanding whether or not the act of the Insured causing such loss violated the constitution, by-laws, rules, or regulations
of any Self-Regulatory Organization, whether or not the Insured was a member thereof.
Bond
(6/18)
This
Insuring Agreement F does not cover loss covered under Insuring Agreement A.
Actual
physical possession by the Insured or its authorized representative of the Securities is a condition precedent to the Insured
having relied upon the Securities.
G. COUNTERFEIT
CURRENCY
Loss
resulting directly from the receipt by the Insured, in good faith of any Counterfeit Currency.
This
Insuring Agreement G does not cover loss covered under Insuring Agreement A.
H. UNCOLLECTIBLE
ITEMS OF DEPOSIT
Loss
resulting directly from the payment of dividends, issuance of Fund shares or redemptions or exchanges permitted from an account
with the Fund as a consequence of
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(1)
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uncollectible
Items of Deposit of a Fund’s customer, shareholder or subscriber credited by the
Insured or its agent to such person’s Fund account, or
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(2)
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any
Item of Deposit processed through an automated clearing house which is reversed by a
Fund’s customer, shareholder or subscriber and is deemed uncollectible by the Insured;
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PROVIDED,
that (a) Items of Deposit shall not be deemed uncollectible until the Insured’s collection procedures have failed, (b) exchanges
of shares between Funds with exchange privileges shall be covered hereunder only if all such Funds are insured by the Underwriter
for uncollectible Items of Deposit, and (c) the Insured Fund shall have implemented and maintained a policy to hold Items of Deposit
for the minimum number of days stated in its Application (as amended from time to time) before paying any dividend or permitting
any withdrawal with respect to such Items of Deposit (other than exchanges between Funds). Regardless of the number of transactions
between Funds in an exchange program, the minimum number of days an Item of Deposit must be held shall begin from the date the
Item of Deposit was first credited to any Insured Fund.
This
Insuring Agreement H does not cover loss covered under Insuring Agreement A.
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I.
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PHONE/ELECTRONIC
TRANSACTIONS
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Loss
resulting directly from a Phone/Electronic Transaction, where the request for such Phone/Electronic Transaction:
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(1)
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is
transmitted to the Insured or its agents by voice over the telephone or by Electronic
Transmission; and
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(2)
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is
made by an individual purporting to be a Fund shareholder or subscriber or an authorized
agent of a Fund shareholder or subscriber; and
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(3)
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is
unauthorized or fraudulent and is made with the manifest intent to deceive;
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PROVIDED,
that the entity receiving such request generally maintains and follows during the Bond Period all Phone/Electronic Transaction
Security Procedures with respect to all Phone/Electronic Transactions; and
Bond
(6/18)
EXCLUDING
loss resulting from:
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(1)
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the
failure to pay for shares attempted to be purchased; or
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(2)
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any
redemption of Investment Company shares which had been improperly credited to a shareholder’s
account where such shareholder (a) did not cause, directly or indirectly, such shares
to be credited to such account, and (b) directly or indirectly received any proceeds
or other benefit from such redemption; or
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(3)
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any
redemption of shares issued by an Investment Company where the proceeds of such redemption
were requested (i) to be paid or made payable to other than an Authorized Recipient or
an Authorized Bank Account or (ii) to be sent to other than an Authorized Address;
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(4)
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the
intentional failure to adhere to one or more Phone/Electronic Transaction Security Procedures;
or
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(5)
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a
Phone/Electronic Transaction request transmitted by electronic mail or transmitted by
any method not subject to the Phone/Electronic Transaction Security Procedures; or
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(6)
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the
failure or circumvention of any physical or electronic protection device, including any
firewall, that imposes restrictions on the flow of electronic traffic in or out of any
Computer System.
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This
Insuring Agreement I does not cover loss covered under Insuring Agreement A, “Fidelity” or Insuring Agreement J, “Computer
Security”.
GENERAL
AGREEMENTS
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A.
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ADDITIONAL
OFFICES OR EMPLOYEES—CONSOLIDATION OR MERGER—NOTICE
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1.
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Except
as provided in paragraph 2 below, this Bond shall apply to any additional office(s) established
by the Insured during the Bond Period and to all Employees during the Bond Period, without
the need to give notice thereof or pay additional premiums to the Underwriter for the
Bond Period.
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2.
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If
during the Bond Period an Insured Investment Company shall merge or consolidate with
an institution in which such Insured is the surviving entity, or purchase substantially
all the assets or capital stock of another institution, or acquire or create a separate
investment portfolio, and shall within sixty (60) days notify the Underwriter thereof,
then this Bond shall automatically apply to the Property and Employees resulting from
such merger, consolidation, acquisition or creation from the date thereof; provided,
that the Underwriter may make such coverage contingent upon the payment of an additional
premium.
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No
statement made by or on behalf of the Insured, whether contained in the Application or otherwise, shall be deemed to be an absolute
warranty, but only a warranty that such statement is true to the best of the knowledge of the person responsible for such statement.
Bond
(6/18)
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C.
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COURT
COSTS AND ATTORNEYS’ FEES
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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:
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1.
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an
Employee admits to having committed or is adjudicated to have committed a Dishonest or
Fraudulent Act which caused the loss; or
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2.
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in
the absence of such an admission or adjudication, an arbitrator or arbitrators acceptable
to the Insured and the Underwriter concludes, after a review of an agreed statement of
facts, that an Employee has committed a Dishonest or Fraudulent Act which caused the
loss.
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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.
Bond
(6/18)
THIS
BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION
1. DEFINITIONS
The
following terms used in this Bond shall have the meanings stated in this Section:
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A.
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“Alteration”
means the marking, changing or altering in a material way of the terms, meaning or
legal effect of a document with the intent to deceive.
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B.
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“Application”
means the Insured’s application (and any attachments and materials submitted
in connection therewith) furnished to the Underwriter for this Bond.
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C.
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“Authorized
Address” means (1) any Officially Designated address to which redemption proceeds
may be sent, (2) any address designated in writing (not to include Electronic Transmission)
by the Shareholder of Record and received by the Insured at least one (1) day prior to
the effective date of such designation, or (3) any address designated by voice over the
telephone or by Electronic Transmission by the Shareholder of Record at least 15 days
prior to the effective date of such designation.
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D.
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“Authorized
Bank Account” means any Officially Designated bank account to which redemption
proceeds may be sent.
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E.
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“Authorized
Recipient” means (1) the Shareholder of Record, or (2) any other Officially
Designated person to whom redemption proceeds may be sent.
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F.
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“Computer
System” means (1) computers with related peripheral components, including storage
components, (2) systems and applications software, (3) terminal devices, (4) related
communications networks or customer communication systems, and (5) related electronic
funds transfer systems; by which data or monies are electronically collected, transmitted,
processed, stored or retrieved.
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G.
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“Counterfeit”
means a Written imitation of an actual valid Original which is intended to deceive
and to be taken as the Original.
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H.
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“Cryptocurrency”
means a digital or electronic medium of exchange, operating independently of a central
bank, in which encryption techniques are used to regulate generation of units and to
verify transfer of units from one person to another.
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I.
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“Currency”
means a medium of exchange in current use authorized or adopted by a domestic or
foreign government as part of its official currency.
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J.
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“Deductible
Amount” means, with respect to any Insuring Agreement, the amount set forth
under the heading “Deductible Amount” in Item 3 of the Declarations or in
any Rider for such Insuring Agreement, applicable to each Single Loss covered by such
Insuring Agreement.
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K.
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“Depository”
means any “securities depository” (other than any foreign securities
depository) in which an Investment Company may deposit its Securities in accordance with
Rule 17f-4 under the Investment Company Act of 1940.
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Bond
(6/18)
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L.
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“Dishonest
or Fraudulent Act” means any dishonest or fraudulent act, including “larceny
and embezzlement” as defined in Section 37 of the Investment Company Act of 1940,
committed with the conscious manifest intent (1) to cause the Insured to sustain a loss
and (2) to obtain an improper financial benefit for the perpetrator or any other person
or entity. A Dishonest or Fraudulent Act does not mean or include a reckless act, a negligent
act, or a grossly negligent act. As used in this definition, “improper financial
benefit” does not include any employee benefits received in the course of employment,
including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or
pensions.
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M.
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“Electronic
Transmission” means any transmission effected by electronic means, including
but not limited to a transmission effected by telephone tones, Telefacsimile, wireless
device, or over the Internet.
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(1)
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each
officer, director, trustee, partner or employee of the Insured, and
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(2)
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each
officer, director, trustee, partner or employee of any predecessor of the Insured whose
principal assets are acquired by the Insured by consolidation or merger with, or purchase
of assets or capital stock of, such predecessor, and
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(3)
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each
attorney performing legal services for the Insured and each employee of such attorney
or of the law firm of such attorney while performing services for the Insured, and
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(4)
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each
student who is an authorized intern of the Insured, while in any of the Insured’s
offices, and
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(5)
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each
officer, director, trustee, partner or employee of
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(a)
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an
investment adviser,
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(b)
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an
underwriter (distributor),
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(c)
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a
transfer agent or shareholder accounting recordkeeper, or
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(d)
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an
administrator authorized by written agreement to keep financial and/or other required
records,
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for
an Investment Company named as an Insured, BUT ONLY while (i) such officer, partner or employee is performing acts coming within
the scope of the usual duties of an officer or employee of an Insured, or (ii) such officer, director, trustee, partner or employee
is acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to the Property
of the Insured, or (iii) such director or trustee (or anyone acting in a similar capacity) is acting outside the scope of the
usual duties of a director or trustee; PROVIDED, that the term “Employee” shall not include any officer, director,
trustee, partner or employee of a transfer agent, shareholder accounting recordkeeper or administrator (x) which is not an “affiliated
person” (as defined in Section 2(a) of the Investment Company Act of 1940) of an Investment Company named as an Insured
or of the adviser or underwriter of such Investment Company, or (y) which is a “Bank” (as defined in Section 2(a)
of the Investment Company Act of 1940), and
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(6)
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each
individual assigned, by contract or by any agency furnishing temporary personnel, in
either case on a contingent or part-time basis, to perform the usual duties of an employee
in any office of the Insured, and
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Bond
(6/18)
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(7)
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each
individual assigned to perform the usual duties of an employee or officer of any entity
authorized by written agreement with the Insured to perform services as electronic data
processor of checks or other accounting records of the Insured, but excluding a processor
which acts as transfer agent or in any other agency capacity for the Insured in issuing
checks, drafts or securities, unless included under subsection (5) hereof, and
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(8)
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each
officer, partner or employee of
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(a)
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any
Depository or Exchange,
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(b)
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any
nominee in whose name is registered any Security included in the systems for the central
handling of securities established and maintained by any Depository, and
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(c)
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any
recognized service company which provides clerks or other personnel to any Depository
or Exchange on a contract basis,
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while
such officer, partner or employee is performing services for any Depository in the operation of systems for the central handling
of securities, and
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(9)
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in
the case of an Insured which is an “employee benefit plan” (as defined in
Section 3 of the Employee Retirement Income Security Act of 1974 (“ERISA”))
for officers, directors or employees of another Insured (“In-House Plan”),
any “fiduciary” or other “plan official” (within the meaning
of Section 412 of ERISA) of such In-House Plan, provided that such fiduciary or other
plan official is a director, partner, officer, trustee or employee of an Insured (other
than an In-House Plan).
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Each
employer of temporary personnel and each entity referred to in subsections (6) and (7) and their respective partners, officers
and employees shall collectively be deemed to be one person for all the purposes of this Bond.
Brokers,
agents, independent contractors, or representatives of the same general character shall not be considered Employees, except as
provided in subsections (3), (6), and (7).
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O.
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“Exchange”
means any national securities exchange registered under the Securities Exchange Act
of 1934.
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P.
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“Forgery”
means the physical signing on a document of the name of another person with the intent
to deceive. A Forgery may be by means of mechanically reproduced facsimile signatures
as well as handwritten signatures. Forgery does not include the signing of an individual’s
own name, regardless of such individual’s authority, capacity or purpose.
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Q.
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“Items
of Deposit” means one or more checks or drafts.
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R.
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“Investment
Company” or “Fund” means an investment company registered
under the Investment Company Act of 1940.
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S.
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“Limit
of Liability” means, with respect to any Insuring Agreement, the limit of liability
of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth
under the heading “Limit of Liability” in Item 3 of the Declarations or in
any Rider for such Insuring Agreement.
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T.
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“Mysterious
Disappearance” means any disappearance of Property which, after a reasonable
investigation has been conducted, cannot be explained.
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Bond
(6/18)
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U.
|
“Non-Fund”
means any corporation, business trust, partnership, trust or other entity which is
not an Investment Company.
|
|
V.
|
“Officially
Designated” means designated by the Shareholder of Record:
|
|
(1)
|
in
the initial account application,
|
|
(2)
|
in
writing accompanied by a signature guarantee, or
|
|
(3)
|
in
writing or by Electronic Transmission, where such designation is verified via a callback
to the Shareholder of Record by the Insured at a predetermined telephone number provided
by the Shareholder of Record to the Insured in writing at least 30 days prior to such
callback.
|
|
W.
|
“Original”
means the first rendering or archetype and does not include photocopies or electronic
transmissions even if received and printed.
|
|
X.
|
“Phone/Electronic
Transaction” means any (1) redemption of shares issued by an Investment Company,
(2) election concerning dividend options available to Fund shareholders, (3) exchange
of shares in a registered account of one Fund into shares in an identically registered
account of another Fund in the same complex pursuant to exchange privileges of the two
Funds, or (4) purchase of shares issued by an Investment Company, which redemption, election,
exchange or purchase is requested by voice over the telephone or through an Electronic
Transmission.
|
|
Y.
|
“Phone/Electronic
Transaction Security Procedures” means security procedures for Phone/Electronic Transactions as set forth in the Application and/or as otherwise provided
in writing to the Underwriter.
|
|
Z.
|
“Property”
means the following tangible items: money, postage and revenue stamps, precious metals,
Securities, bills of exchange, acceptances, checks, drafts, or other written orders or
directions to pay sums certain in money, certificates of deposit, due bills, money orders,
letters of credit, financial futures contracts, conditional sales contracts, abstracts
of title, insurance policies, deeds, mortgages, and assignments of any of the foregoing,
and other valuable papers, including books of account and other records used by the Insured
in the conduct of its business, and all other instruments similar to or in the nature
of the foregoing (but excluding all data processing records), (1) in which the Insured
has a legally cognizable interest, (2) in which the Insured acquired or should have acquired
such an interest by reason of a predecessor’s declared financial condition at the
time of the Insured’s consolidation or merger with, or purchase of the principal
assets of, such predecessor or (3) which are held by the Insured for any purpose or in
any capacity.
|
|
AA.
|
“Securities”
means original negotiable or non-negotiable agreements or instruments which represent
an equitable or legal interest, ownership or debt (including stock certificates, bonds,
promissory notes, and assignments thereof), which are in the ordinary course of business
transferable by physical delivery with appropriate endorsement or assignment. “Securities”
does not include bills of exchange, acceptances, certificates of deposit, checks, drafts,
or other written orders or directions to pay sums certain in money, due bills, money
orders, or letters of credit.
|
|
BB.
|
“Security
Company” means an entity which provides or purports to provide the transport
of Property by secure means, including, without limitation, by use of armored vehicles
or guards.
|
Bond
(6/18)
|
CC.
|
“Self-Regulatory
Organization” means any association of investment advisers or securities dealers
registered under the federal securities laws, or any Exchange.
|
|
DD.
|
“Shareholder
of Record” means the record owner of shares issued by an Investment Company
or, in the case of joint ownership of such shares, all record owners, as designated (1)
in the initial account application, or (2) in writing accompanied by a signature guarantee,
or (3) pursuant to procedures as set forth in the Application and/or as otherwise provided
in writing to the Underwriter.
|
|
(1)
|
all
loss caused by any one act (other than a Dishonest or Fraudulent Act) committed by one
person, or
|
|
(2)
|
all
loss caused by Dishonest or Fraudulent Acts committed by one person, or
|
|
(3)
|
all
expenses incurred with respect to any one audit or examination, or
|
|
(4)
|
all
loss caused by any one occurrence or event other than those specified in subsections
(1) through (3) above.
|
All
acts or omissions of one or more persons which directly or indirectly aid or, by failure to report or otherwise, permit the continuation
of an act referred to in subsections (1) and (2) above of any other person shall be deemed to be the acts of such other person
for purposes of this subsection.
All
acts or occurrences or events which have as a common nexus any fact, circumstance, situation, transaction or series of facts,
circumstances, situations, or transactions shall be deemed to be one act, one occurrence, or one event.
|
FF.
|
“Telefacsimile”
means a system of transmitting and reproducing fixed graphic material (as, for example,
printing) by means of signals transmitted over telephone lines or over the Internet.
|
|
GG.
|
“Written”
means expressed through letters or marks placed upon paper and visible to the eye.
|
SECTION
2. EXCLUSIONS
THIS
BOND DOES NOT COVER:
|
A.
|
Loss
resulting from (1) riot or civil commotion outside the United States of America and Canada,
or (2) war, revolution, insurrection, action by armed forces, or usurped power, wherever
occurring; except if such loss occurs while the Property is in transit, is otherwise
covered under Insuring Agreement D, and when such transit was initiated, the Insured
or any person initiating such transit on the Insured’s behalf had no knowledge
of such riot, civil commotion, war, revolution, insurrection, action by armed forces,
or usurped power.
|
|
B.
|
Loss
in time of peace or war resulting from nuclear fission or fusion or radioactivity, or
biological or chemical agents or hazards, or fire, smoke, or explosion, or the effects
of any of the foregoing.
|
|
C.
|
Loss
resulting from any Dishonest or Fraudulent Act committed by any person while acting in
the capacity of a member of the Board of Directors or any equivalent body of the Insured
or of any other entity.
|
Bond
(6/18)
|
D.
|
Loss
resulting from any nonpayment or other default of any loan or similar transaction made
by the Insured or any of its partners, directors, officers or employees, whether or not
authorized and whether procured in good faith or through a Dishonest or Fraudulent Act,
unless such loss is otherwise covered under Insuring Agreement A, E, or F.
|
|
E.
|
Loss
resulting from any violation by the Insured or by any Employee of any law, or any rule
or regulation pursuant thereto or adopted by a Self-Regulatory Organization, regulating
the issuance, purchase or sale of securities, securities transactions upon security exchanges
or over the counter markets, Investment Companies, or investment advisers, unless such
loss, in the absence of such law, rule or regulation, would be covered under Insuring
Agreement A, E, or F.
|
|
F.
|
Loss
resulting from Property that is the object of a Dishonest or Fraudulent Act or Mysterious
Disappearance while in the custody of any Security Company, unless such loss is covered
under this Bond and is in excess of the amount recovered or received by the Insured under
(1) the Insured’s contract with such Security Company, and (2) insurance or indemnity
of any kind carried by such Security Company for the benefit of, or otherwise available
to, users of its service, in which case this Bond shall cover only such excess, subject
to the applicable Limit of Liability and Deductible Amount.
|
|
G.
|
Potential
income, including but not limited to interest and dividends, not realized by the Insured
because of a loss covered under this Bond, except when covered under Insuring Agreement
H.
|
|
H.
|
Loss
in the form of (1) damages of any type for which the Insured is legally liable, except
direct compensatory damages, or (2) taxes, fines, or penalties, including without limitation
two-thirds of treble damage awards pursuant to judgments under any statute or regulation.
|
|
I.
|
Loss
resulting from the surrender of Property away from an office of the Insured as a result
of kidnap, ransom, or extortion, or a threat
|
|
(1)
|
to
do bodily harm to any person, except where the Property is in transit in the custody
of any person acting as messenger as a result of a threat to do bodily harm to such person,
if the Insured had no knowledge of such threat at the time such transit was initiated,
or
|
|
(2)
|
to
do damage to the premises or Property of the Insured,
|
unless
such loss is otherwise covered under Insuring Agreement A.
|
J.
|
All
costs, fees, and other expenses incurred by the Insured in establishing the existence
of or amount of loss covered under this Bond, except to the extent certain audit expenses
are covered under Insuring Agreement B.
|
|
K.
|
Loss
resulting from payments made to or withdrawals from any account, involving funds erroneously
credited to such account, unless such loss is otherwise covered under Insuring Agreement
A.
|
|
L.
|
Loss
resulting from uncollectible Items of Deposit which are drawn upon a financial institution
outside the United States of America, its territories and possessions, or Canada.
|
|
M.
|
Loss
resulting from the Dishonest or Fraudulent Acts or other acts or omissions of an Employee
primarily engaged in the sale of shares issued by an Investment Company to persons other
than (1) a person registered as a broker under the Securities Exchange Act of 1934 or
(2) an “accredited investor” as defined in Rule 501(a) of Regulation D under
the Securities Act of 1933, which is not an individual.
|
Bond
(6/18)
|
N.
|
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.
|
|
O.
|
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.
|
|
P.
|
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.
|
|
Q.
|
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.
|
|
R.
|
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.
|
|
S.
|
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.
|
|
T.
|
Loss
resulting from vandalism or malicious mischief.
|
|
U.
|
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.
|
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.
Bond
(6/18)
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, with an electronic copy to LegalSupport@icimutual.com.
SECTION
5. DISCOVERY
For
all purposes under this Bond, a loss is discovered, and discovery of a loss occurs, when the Insured
|
(1)
|
becomes
aware of facts, or
|
|
(2)
|
receives
notice of an actual or potential claim by a third party which alleges that the Insured
is liable under circumstances,
|
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.
Bond
(6/18)
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
|
(1)
|
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;
|
|
(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
|
|
(3)
|
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.
|
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
Bond
(6/18)
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. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
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. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
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. OTHER INSURANCE
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. DEDUCTIBLE AMOUNT
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.
Bond
(6/18)
SECTION
13. TERMINATION
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. RIGHTS AFTER TERMINATION
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.
Bond
(6/18)
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. CENTRAL HANDLING OF SECURITIES
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. ADDITIONAL COMPANIES INCLUDED AS INSURED
If
more than one entity is named as the Insured:
|
A.
|
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,
|
|
B.
|
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,
|
|
C.
|
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,
|
|
D.
|
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,
|
Bond
(6/18)
|
E.
|
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
|
|
F.
|
each
named Insured shall constitute “the Insured” for all purposes of this Bond.
|
SECTION
17. NOTICE AND CHANGE OF CONTROL
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:
|
A.
|
the
names of the transferors and transferees (or the names of the beneficial owners if the
voting securities are registered in another name), and
|
|
B.
|
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
|
|
C.
|
the
total number of outstanding voting securities.
|
As
used in this Section, “control” means the power to exercise a controlling influence over the management or policies
of the Insured.
SECTION
18. CHANGE OR MODIFICATION
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
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. ANTI-BUNDLING
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.
Bond
(6/18)
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 1
INSURED
|
|
BOND
NUMBER
|
|
|
|
Central Securities Corporation
|
|
12043121B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
|
|
|
November 1, 2021
|
November 1, 2021 to November 1, 2022
|
/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:
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.
|
1.
|
Definitions.
The following terms used in this Insuring Agreement shall have the following meanings:
|
|
a.
|
“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.
|
|
b.
|
“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:
|
|
(1)
|
is
committed by any Unauthorized Third Party anywhere, alone or in collusion with other
Unauthorized Third Parties; and
|
|
(2)
|
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
|
|
(3)
|
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.
|
|
c.
|
“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.
|
|
d.
|
“Covered
Computer System” means any Computer System as to which the Insured has possession,
custody and control.
|
|
e.
|
“Unauthorized
Third Party” means any person or entity that, at the time of the Computer Fraud,
is not an Authorized User.
|
|
f.
|
“User
Identification” means any unique user name (i.e., a series of characters)
that is assigned to a person or entity by the Insured.
|
|
2.
|
Exclusions.
It is further understood and agreed that this Insuring Agreement J shall not cover:
|
|
a.
|
Any
loss covered under Insuring Agreement A, “Fidelity,” of this Bond; and
|
|
b.
|
Any
loss resulting from the intentional failure to adhere to one or more Computer Security
Procedures; and
|
|
c.
|
Any
loss resulting from a Computer Fraud committed by or in collusion with:
|
|
(1)
|
any
Authorized User (whether a natural person or an entity); or
|
|
(2)
|
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
|
|
(3)
|
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;
|
and
|
d.
|
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
|
|
e.
|
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
|
|
f.
|
Any
loss not directly and proximately caused by Computer Fraud (including, without limitation,
disruption of business and extra expense); and
|
|
g.
|
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.
|
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.
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:
|
(a)
|
by
written notice from the Underwriter not less than sixty (60) days prior to the effective
date of termination specified in such notice; or
|
|
(b)
|
immediately
by written notice from the Insured to the Underwriter.
|
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)
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 2
INSURED
|
|
BOND
NUMBER
|
|
|
|
Central Securities Corporation
|
|
12043121B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
|
|
|
November 1, 2021
|
November 1, 2021 to November 1, 2022
|
/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:
|
(1)
|
letter
requesting redemption of $10,000 or less payable by check to the Shareholder of Record
and sent to an Authorized Address; or
|
|
(2)
|
letter
requesting redemption of $10,000 or less by wire transfer to the Shareholder of Record
of an Authorized Bank Account; or
|
|
(3)
|
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 $10,000 or less from such DRA to a trustee or custodian for another DRA established
for the benefit of such Owner;
|
provided,
that the Limit of Liability for a Single Loss as described above shall be $10,000 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 $10,000; 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:
|
(A)
|
“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.
|
|
(B)
|
“Owner”
means the individual for whose benefit the DRA, or a subaccount thereof, is established.
|
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)
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 3
INSURED
|
|
BOND
NUMBER
|
|
|
|
Central Securities Corporation
|
|
12043121B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
|
|
|
November 1, 2021
|
November 1, 2021 to November 1, 2022
|
/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)
|
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
|
|
(2)
|
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),
|
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.
|
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)
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 4
INSURED
|
|
BOND
NUMBER
|
|
|
|
Central Securities Corporation
|
|
12043121B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
|
|
|
November 1, 2021
|
November 1, 2021 to November 1, 2022
|
/S/ Swenitha Nalli
|
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 80%
beginning on January 1, 2020.
Except as above stated, nothing
herein shall be held to alter, waive or extend any of the terms of this Bond.
RN0053.1-01 (05/21)
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 5
INSURED
|
|
BOND
NUMBER
|
|
|
|
Central Securities Corporation
|
|
12043121B
|
EFFECTIVE DATE
|
BOND PERIOD
|
AUTHORIZED REPRESENTATIVE
|
|
|
|
November 1, 2021
|
November 1, 2021 to November 1, 2022
|
/S/ Swenitha Nalli
|
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 $10,000 (Ten 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:
|
1.
|
“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.
|
|
2.
|
“Social
Engineering Fraud” means the intentional misleading of an Employee through the
use of a Communication, where such Communication:
|
|
(a)
|
is
transmitted to the Employee in writing, by voice over the telephone, or by Electronic
Transmission;
|
|
(b)
|
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
|
|
(c)
|
is
unauthorized, dishonest or fraudulent and is made with the manifest intent to deceive.
|
|
3.
|
“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.
|
|
4.
|
“Vendor”
means any entity or individual that provides goods or services to the Insured under a
pre-existing, written agreement.
|
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)
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