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May 16, 2024
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0505
| Re: | New Mountain Finance Corporation (File No. 814-00832) |
Rule 17g-1(g) Fidelity Bond - (Bond No. P-001-001174679-02)
Dear Sir or Madam:
Enclosed for filing on behalf of New Mountain Finance
Corporation (the “Company”), pursuant to Rule 17g-1(g) under the Investment Company Act of 1940, as
amended (the “1940 Act”) please find the following:
| 1) | A copy of the Company’s fully executed fidelity bond received on May 10, 2024 (the “Bond”), attached
as Exhibit A; and |
| 2) | A Certificate of the Secretary of the Company containing the resolutions which were adopted by the Board of Directors of the Company
(the “Board”), and a majority of the members thereof who are not “interested persons” (as defined
in Section 2(a)(19) under the 1940 Act) of the Company, approving the amount, type, form and coverage of the Bond, and a statement
as to the period for which premiums have been paid, attached as Exhibit B. |
The Company has paid a premium for a $3.2 million
bond for the policy period May 19, 2024 to May 19, 2025.
If you have any questions, please do not hesitate
to contact me at 212-655-0291.
Sincerely, |
|
|
|
|
|
/s/ Joseph W. Hartswell |
|
Joseph W. Hartswell |
|
Chief Compliance Officer and Corporate Secretary |
|
Exhibit A
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| FINANCIAL INSTITUTION BOND
AXIS 104 0415 Page 1 of 1
STATE FRAUD STATEMENT
NEW YORK
Any person who knowingly and with intent to defraud any insurance company or other person files an application for
insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading,
information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be
subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation. |
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| FINANCIAL INSTITUTION BOND
AXIS 906 0316 Page 1 of 1
POLICYHOLDER NOTICE
ECONOMIC AND TRADE SANCTIONS
This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the
Office of Foreign Assets Control (OFAC).
THE OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") OF THE US DEPARTMENT OF THE TREASURY
ADMINISTERS AND ENFORCES ECONOMIC AND TRADE SANCTIONS BASED ON US FOREIGN POLICY AND
NATIONAL SECURITY GOALS AGAINST TARGETED FOREIGN COUNTRIES AND REGIMES, TERRORISTS,
INTERNATIONAL NARCOTICS TRAFFICKERS, THOSE ENGAGED IN ACTIVITIES RELATED TO THE
PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, AND OTHER THREATS TO THE NATIONAL
SECURITY, FOREIGN POLICY OR ECONOMY OF THE UNITED STATES.
WHENEVER COVERAGE PROVIDED BY THIS POLICY WOULD BE IN VIOLATION OF ANY U.S. ECONOMIC OR
TRADE SANCTIONS, SUCH COVERAGE SHALL BE NULL AND VOID.
FOR MORE INFORMATION, PLEASE REFER TO:
HTTPS://WWW.TREASURY.GOV/RESOURCE-CENTER/SANCTIONS/PAGES/DEFAULT.ASPX |
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| Class Code: 2-14057
TSB 5062b 1087 Copyright, The Surety Association of America, 1987 Page 1 of 7
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM
THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE DEPARTMENT.
HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF
THE NEW YORK INSURANCE LAW AND REGULATIONS.
FINANCIAL INSTITUTION BOND
Standard Form No. 14, Revised to October, 1987
Bond No. P-001-001174679-02
AXIS Insurance Company (admitted)
233 South Wacker Drive, Suite 4930, Chicago, IL 60606
(866) 259-5435
A Stock Insurer
(Herein called Underwriter)
DECLARATIONS
Item 1. Name of Insured (herein called Insured): New Mountain Finance Corporation
Principal Address: 787 7th Avenue, 48th Floor
New York, NY 10019
Item 2. Bond Period: from 12:01 a.m. on 05/19/2024 to 12:01 a.m. on 05/19/2025
(MONTH, DAY, YEAR) (MONTH, DAY, YEAR)
Item 3. The Aggregate Limit of Liability of the Underwriter during the Bond Period shall be $3,200,000
Item 4. Subject to Sections 4 and 11 hereof,
the Single Loss Limit of Liability is $3,200,000
and the Single Loss Deductible is $25,000
Provided, however, that if any amounts are inserted below opposite specified Insuring Agreements or Coverages, those
amounts shall be controlling. Any amount set forth below shall be part of and not in addition to amounts set forth above. (If
an Insuring Agreement or Coverage is to be deleted, insert “Not Covered.”)
Amount applicable to: Single Loss
Limit of Liability
Single Loss
Deductible
Insuring Agreement (A) – FIDELITY
Insuring Agreement (B) – ON PREMISES
Insuring Agreement (C) – IN TRANSIT
Insuring Agreement (D)—FORGERY OR ALTERATION
Insuring Agreement (E)—SECURITIES
Insuring Agreement (F) – COUNTERFEIT CURRENCY
Coverage on Partners
$3,200,000
$3,200,000
$3,200,000
$3,200,000
$3,200,000
$3,200,000
Not Covered
$25,000
$25,000
$25,000
$25,000
$25,000
$25,000
Optional Insuring Agreements and Coverages:
Computer Systems Fraud $3,200,000 $25,000
Social Engineering Fraud
Aggregate
Limit of Liability
$50,000
$50,000
with Official
Authorization
$50,000 |
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| Class Code: 2-14057
TSB 5062b 1087 Copyright, The Surety Association of America, 1987 Page 2 of 7
If “Not Covered” is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or
Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom.
Item 5. The liability of the Underwriter is subject to the terms of the following riders attached hereto. All of the terms and
conditions of this bond apply to such riders except to the extent the rider explicitly provides otherwise.
State Fraud Statement AXIS 104 0415
Policyholder Notice - Economic And Trade Sanctions AXIS 906 0316
Financial Institution Bond (Standard Form No. 14) TSB 5062b 1087
Signature Page AXIS 102AIC 0615
1 Amend Racketeering Exclusion Rider AXIS 1012161 0119
2 Amend Fidelity Insuring to Include Larceny and Embezzlement
Agreement Rider
AXIS 1012168 0119
3 Amend Representation of Insured Rider AXIS 1012169 0119
4 Amend Valuation Rider AXIS 1012170 0119
5 Amend Counterfeit Currency or Money Insuring Agreement Rider AXIS 1012171 0119
6 Protected Information Exclusion Rider AXIS 1012180 0119
7 Notice of Loss by E-Mail Rider AXIS 1012189 0119
8 Change of Ownership or Control Notice Rider AXIS 1012191 0119
9 Amend Ownership or Covered Property Condition Rider AXIS 1012199 0119
10 Amend Definition of Employee to Include Affiliated Persons Rider AXIS 1012203 0119
11 Investment Company No Deductible Rider AXIS 1012214 0119
12 New York Statutory Rider AXIS 1012253 0119
13 Computer Systems Fraud Insuring Agreement Rider AXIS 1012861 0221
14 Social Engineering Fraud Insuring Agreement With Official
Authorization Rider
AXIS 1012863 0221
15 Amend Exclusion (M) Rider AXIS 1012869 0421
16 Amend Definition of Property Rider (Does Not Include Non-Fungible Tokens)
AXIS 1012870 0521
17 ERISA Rider SR 6145b 0690
18 New York Statutory Rider SR 6180d 0709
19 Cryptocurrency Exclusion Rider SR 6343 0321 |
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| Class Code: 2-14057
TSB 5062b 1087 Copyright, The Surety Association of America, 1987 Page 3 of 7
The Underwriter, in consideration of an agreed premium, and in reliance upon all statements made and information furnished to the Underwriter by the Insured in
applying for this bond, and subject to the Declarations, Insuring Agreements, General Agreements, Conditions and Limitations and other terms hereof, agrees to
indemnify the Insured for:
INSURING AGREEMENTS
FIDELITY
(A) Loss resulting directly from dishonest or fraudulent acts committed
by an Employee acting alone or in collusion with others.
Such dishonest or fraudulent acts must be committed by the Employee
with the manifest intent:
(a) to cause the Insured to sustain such loss; and
(b) to obtain financial benefit for the Employee and which, in fact, result
in obtaining such benefit.
As used in this Insuring Agreement, financial benefit does not include
any employee benefits earned in the normal course of employment, including
salaries, commissions, fees, bonuses, promotions, awards, profit sharing or
pensions.
ON PREMISES
(B) (1) Loss of Property resulting directly from
(a) robbery, burglary, misplacement, mysterious
unexplainable disappearance and damage thereto or
destruction thereof, or
(b) theft, false pretenses, common-law or statutory larceny,
committed by a person present in an office or on the
premises of the Insured,
while the Property is lodged or deposited within offices or
premises located anywhere.
(2) Loss of or damage to
(a) furnishings, fixtures, supplies or equipment within an
office of the Insured covered under this bond resulting
directly from larceny or theft in, or by burglary or robbery
of, such office, or attempt thereat, or by vandalism or
malicious mischief, or
(b) such office resulting from larceny or theft in, or by
burglary or robbery of such office or attempt thereat, or to
the interior of such office by vandalism or malicious
mischief.
provided that
(i) the Insured is the owner of such furnishings,
fixtures, supplies, equipment, or office or is liable for
such loss or damage, and
(ii) the loss is not caused by fire.
IN TRANSIT
(C) Loss of Property resulting directly from robbery, common-law or
statutory larceny, theft, misplacement, mysterious unexplainable
disappearance, being lost or made away with, and damage thereto or
destruction thereof, while the Property is in transit anywhere in the custody of
(a) a natural person acting as a messenger of the Insured (or another
natural person acting as messenger or custodian during an
emergency arising from the incapacity of the original messenger),
or
(b) a Transportation Company and being transported in an armored
motor vehicle, or
(c) a Transportation Company and being transported in a conveyance
other than an armored motor vehicle provided that covered
Property transported in such manner is limited to the following:
(i) records, whether recorded in writing or electronically, and
(ii) Certified Securities issued in registered form and not
endorsed, or with restrictive endorsements, and
(iii) Negotiable Instruments not payable to bearer, or not endorsed, or
with restrictive endorsements.
Coverage under this Insuring Agreement begins immediately upon the
receipt of such Property by the natural person or Transportation Company
and ends immediately upon delivery to the designated recipient or its agent.
FORGERY OR ALTERATION
(D) Loss resulting directly from
(1) Forgery or alteration of, on or in any Negotiable Instrument
(except an Evidence of Debt), Acceptance, Withdrawal Order, receipt for the
withdrawal of Property, Certificate of Deposit or Letter of Credit.
(2) transferring, paying or delivering any funds or Property or
establishing any credit or giving any value on the faith of any written
instructions or advices directed to the Insured and authorizing or
acknowledging the transfer, payment, delivery or receipt of funds or Property,
which instructions or advices purport to have been signed or endorsed by any
customer of the Insured or by any financial institution but which instructions or
advices either bear a signature which is a Forgery or have been altered
without the knowledge and consent of such customer or financial institution.
A mechanically reproduced facsimile signature is treated the same as a
handwritten signature.
SECURITIES
(E) Loss resulting directly from the insured having, in good faith, for its
own account or for the account of others
(1) acquired, sold or delivered, or given value, extended credit or
assumed liability, on the faith of, any original
(a) Certificated Security,
(b) deed, mortgage or other instrument conveying title to, or
creating or discharging a lien upon, real property,
(c) Evidence of Debt,
(d) Instruction to a Federal Reserve Bank of the United
States, or
(e) Statement of Uncertificated Security of any Federal
Reserve Bank of the United States
which
(i) bears a signature of any maker, drawer, issuer,
endorser, assignor, lessee, transfer agent, registrar,
acceptor, surety, guarantor, or of any person signing
in any other capacity which is a Forgery, or
(ii) is altered, or
(iii) is lost or stolen;
(2) guaranteed in writing or witnessed any signature upon any
transfer, assignment, bill of sale, power of attorney, Guarantee, or any items
listed in (a) through (c) above.
(3) acquired, sold or delivered, or given value, extended credit or
assumed liability, on the faith of any item listed in (a) and (b) above which is a
Counterfeit.
A mechanically reproduced facsimile signature is treated the same as a
handwritten signature.
COUNTERFEIT CURRENCY
(F) Loss resulting directly from the receipt by the Insured, in good faith,
of any Counterfeit Money of the United States of America, Canada or of any
other country in which the Insured maintains a branch office.
GENERAL AGREEMENTS
NOMINEES
A. Loss sustained by any nominee organized by the Insured for the
purpose of handling certain of its business transactions and composed
exclusively of its Employees shall, for all the purposes of this bond and
whether or not any partner of such nominee is implicated in such loss, be
deemed to be loss sustained by the Insured.
ADDITIONAL OFFICES OR EMPLOYEES—CONSOLIDATION, MERGER
OR PURCHASE OF ASSETS—NOTICE
B. If the Insured shall, while this bond is in force, establish any
additional offices, other than by consolidation or merger with, or purchase or
acquisition of assets or liabilities of, another institution such offices shall be
automatically covered hereunder from the date of such establishment without
the requirement of notice to the Underwriter or the payment of additional
premium for the remainder of the premium period.
If the Insured shall, while this bond is in force, consolidate or merge with,
or purchase or acquire assets or liabilities of, another institution, the Insured
shall not have such coverage as is afforded under this bond for loss which
(a) has occurred or will occur in offices or premises, or
(b) has been caused or will be caused by an employee or employees
of such institution, or
(c) has arisen or will arise out of the assets or liabilities
acquired by the Insured as a result of such consolidation, merger or
purchase or acquisition of assets or liabilities unless the Insured shall
(i) give the Underwriter written notice of the proposed
consolidation, merger or purchase or acquisition of assets or
liabilities prior to the proposed effective date of such action
and
(ii) obtain the written consent of the Underwriter to extend the
coverage provided by this bond to such additional offices or
premises, Employees and other exposures, and |
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| Class Code: 2-14057
TSB 5062b 1087 Copyright, The Surety Association of America, 1987 Page 4 of 7
(iii) upon obtaining such consent, pay to the Underwriter an
additional premium.
CHANGE OF CONTROL—NOTICE
C. When the Insured learns of a change in control, it shall give written
notice to the Underwriter.
As used in this General Agreement, control means the power to
determine the management or policy of a controlling holding company or the
Insured by virtue of voting stock ownership. A change in ownership of voting
stock which results in direct or indirect ownership by a stockholder or an
affiliated group of stockholders of ten percent (10%) or more of such stock
shall be presumed to result in a change of control for the purpose of the
required notice.
Failure to give the required notice shall result in termination of coverage
for any loss involving a transferee, to be effective upon the date of the stock
transfer.
REPRESENTATION OF INSURED
D. The Insured represents that the information furnished in the
application for this bond is complete, true and correct. Such application
constitutes part of this bond.
Any misrepresentation, omission, concealment or incorrect statement of
a material fact, in the application or otherwise, shall be grounds for the
rescission of this bond.
JOINT INSURED
E. If two or more Insureds are covered under this bond, the first
named Insured shall act for all Insureds. Payment by the Underwriter to the
first named Insured of loss sustained by any Insured shall fully release the
Underwriter on account of such loss. If the first named Insured ceases to be
covered under this bond, the Insured next named shall thereafter be
considered as the first named Insured. Knowledge possessed or discovery
made by any Insured shall constitute knowledge or discovery by all Insureds
for all purposes of this bond. The liability of the Underwriter for loss or losses
sustained by all Insureds shall not exceed the amount for which the
Underwriter would have been liable had all such loss or losses been
sustained by one Insured.
NOTICE OF LEGAL PROCEEDINGS AGAINST INSURED—ELECTION TO
DEFEND
F. The Insured shall notify the Underwriter at the earliest practicable
moment, not to exceed 30 days after notice thereof, of any legal proceeding
brought to determine the Insured’s liability for any loss, claim or damage,
which, if established, would constitute a collectible loss under this bond.
Concurrently, the Insured shall furnish copies of all pleadings and pertinent
papers to the Underwriter.
The Underwriter, at its sole option, may elect to conduct the defense of
such legal proceeding, in whole or in part. The defense by the Underwriter
shall be in the Insured’s name through attorneys selected by the Underwriter.
The Insured shall provide all reasonable information and assistance required
by the Underwriter for such defense.
If the Underwriter elects to defend the Insured, in whole or in part, any
judgment against the Insured on those counts or causes of action which the
Underwriter defended on behalf of the Insured or any settlement in which the
Underwriter participates and all attorneys’ fees, costs and expenses incurred
by the Underwriter in the defense of the litigation shall be a loss covered by
this bond.
If the Insured does not give the notices required in subsection (a) of
Section 5 of this bond and in the first paragraph of this General Agreement, or
if the Underwriter elects not to defend any causes of action, neither a
judgment against the Insured, nor a settlement of any legal proceeding by the
Insured, shall determine the existence, extent or amount of coverage under
this bond for loss sustained by the Insured, and the Underwriter shall not be
liable for any attorneys’ fees, costs and expenses incurred by the Insured.
With respect to this General Agreement, subsections (b) and (d) of
Section 5 of this bond apply upon the entry of such judgment or the
occurrence of such settlement instead of upon discovery of loss. In addition,
the Insured must notify the Underwriter within 30 days after such judgment is
entered against it or after the Insured settles such legal proceeding, and,
subject to subsection (e) of Section 5, the Insured may not bring legal
proceedings for the recovery of such loss after the expiration of 24 months
from the date of such final judgment or settlement.
CONDITIONS AND LIMITATIONS
DEFINITIONS
Section 1. As used in this bond:
(a) Acceptance means a draft which the drawee has, by signature
written thereon, engaged to honor as presented.
(b) Certificate of Deposit means an acknowledgment in writing by a
financial institution of receipt of Money with an engagement to repay it.
(c) Certificated Security means a share, participation or other interest
in property of or an enterprise of the issuer or an obligation of the issuer,
which is:
(1) represented by an instrument issued in bearer or registered
form;
(2) of a type commonly dealt in on securities exchanges or markets or
commonly recognized in any area in which it is issued or dealt in as
a medium for investment; and
(3) either one of a class or series or by its terms divisible into a
class or series of shares, participations, interests or
obligations.
(d) Counterfeit means an imitation of an actual valid original which is
intended to deceive and to be taken as the original.
(e) Employee means
(1) a natural person in the service of the Insured at any of the
Insured’s offices or premises covered hereunder whom the
Insured compensates directly by salary or commissions and
whom the Insured has the right to direct and control while
performing services for the Insured;
(2) an attorney retained by the Insured and an employee of such
attorney while either is performing legal services for the
Insured;
(3) a person provided by an employment contractor to perform
employee duties for the Insured under the Insured’s
supervision at any of the Insured’s offices or premises covered
hereunder, and a guest student pursuing studies or duties in
any of said offices or premises;
(4) an employee of an institution merged or consolidated with the
Insured prior to the effective date of this bond;
(5) each natural person, partnership or corporation authorized by
the Insured to perform services as data processor of checks or
other accounting records of the Insured (not including
preparation or modification of computer software or programs),
herein called Processor. (Each such Processor, and the
partners, officers and employees of such Processor shall,
collectively, be deemed to be one Employee for all the
purposes of this bond, excepting, however, the second
paragraph of Section 12. A Federal Reserve Bank or clearing
house shall not be construed to be a processor.); and
(6) a Partner of the Insured, unless not covered as stated in Item
4 of the Declarations.
(f) Evidence of Debt means an instrument, including a Negotiable
Instrument, executed by a customer of the Insured and held by the Insured
which in the regular course of business is treated as evidencing the
customer’s debt to the Insured.
(g) Financial Interest in the Insured of the Insured’s general partner(s), or
limited partner(s), committing dishonest or fraudulent acts covered by this bond or
concerned or implicated therein means:
(1) as respects general partner(s) the value of all right, title and
interest of such general partner(s), determined as of the close
of business on the date of discovery of loss covered by this
bond, in the aggregate of:
(a) the “net worth” of the Insured, which for the purposes of
this bond, shall be deemed to be the excess of its total
assets over its total liabilities, without adjustment to give
effect to loss covered by this bond, (except that credit
balances and equities in proprietary accounts of the
Insured, which shall include capital accounts of partners,
investment and trading accounts of the Insured,
participations of the Insured in joint accounts, and
accounts of partners which are covered by agreements
providing for the inclusion of equities therein as
partnership property, shall not be considered as liabilities)
with securities, spot commodities, commodity future
contracts in such proprietary accounts and all other
assets marked to market or fair value and with
adjustment for profits and losses at the market of
contractual commitments for such proprietary accounts of
the Insured; and
(b) the value of all other Money, securities and property
belonging to such general partner(s), or in which such
general partner(s) have a pecuniary interest, held by or in
the custody of and legally available to the Insured as set-off against loss covered by this bond;
provided, however, that if such “net worth” adjusted to give
effect to loss covered by this bond and such value of all other
Money, securities and property as set forth in (g)(1)(b)
preceding, plus the amount of coverage afforded by this bond
on account of such loss, is not sufficient to enable the Insured |
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| Class Code: 2-14057
TSB 5062b 1087 Copyright, The Surety Association of America, 1987 Page 5 of 7
to meet its obligations, including its obligations to its partners
other than to such general partner(s), then the Financial
Interest in the Insured, as above defined, of such general
partner(s) shall be reduced in an amount necessary, or
eliminated if need be, in order to enable the Insured upon
payment of loss under this bond to meet such obligations, to
the extent that such payment will enable the Insured to meet
such obligations, without any benefit accruing to such general
partner(s) from such payment; and
(2) as respects limited partners the value of such limited
partner’s(’) investment in the Insured.
(h) Forgery means the signing of the name of another person or
organization with intent to deceive; it does not mean a signature which
consists in whole or in part of one’s own name signed with or without
authority, in any capacity, for any purpose.
(i) Guarantee means a written undertaking obligating the signer to pay
the debt of another to the Insured or its assignee or to a financial institution
from which the Insured has purchased participation in the debt, if the debt is
not paid in accordance with its terms.
(j) Instruction means a written order to the issuer of an Uncertificated
Security requesting that the transfer, pledge, or release from pledge of the
Uncertificated Security specified be registered.
(k) Letter of Credit means an engagement in writing by a bank or other
person made at the request of a customer that the bank or other person will
honor drafts or other demands for payment upon compliance with the
conditions specified in the Letter of Credit.
(l) Money means a medium of exchange in current use authorized or
adopted by a domestic or foreign government as a part of its currency.
(m) Negotiable Instrument means any writing
(1) signed by the maker or drawer; and
(2) containing any unconditional promise or order to pay a sum
certain in Money and no other promise, order, obligation or
power given by the maker or drawer; and
(3) is payable on demand or at a definite time; and
(4) is payable to order or bearer.
(n) Partner means a natural person who
(1) is a general partner of the Insured, or
(2) is a limited partner and an Employee (as defined in Section
1(e)(1) of the bond) of the Insured.
(o) Property means Money, Certificated Securities, Uncertificated
Securities of any Federal Reserve Bank of the United States, Negotiable
Instruments, Certificates of Deposit, documents of title, Acceptances,
Evidences of Debt, security agreements, Withdrawal Orders, certificates of
origin or title, Letters of Credit, insurance policies, abstracts of title, deeds and
mortgages on real estate, revenue and other stamps, tokens, unsold state
lottery tickets, books of account and other records whether recorded in writing
or electronically, gems, jewelry, precious metals of all kinds and in any form,
and tangible items of personal property which are not herein before
enumerated.
(p) Statement of Uncertificated Security means a written statement of the
issuer of an Uncertificated Security containing:
(1) a description of the Issue of which the Uncertificated Security
is a part;
(2) the number of shares or units:
(a) transferred to the registered owner;
(b) pledged by the registered owner to the registered
pledgee;
(c) released from pledge by the registered pledgee;
(d) registered in the name of the registered owner on the
date of the statement; or
(e) subject to pledge on the date of the statement;
(3) the name and address of the registered owner and registered
pledgee;
(4) a notation of any liens and restrictions of the issuer and any
adverse claims to which the Uncertificated Security is or may
be subject or a statement that there are none of those liens,
restrictions or adverse claims; and
(5) the date:
(a) the transfer of the shares or units to the new registered
owner of the shares or units was registered;
(b) the pledge of the registered pledgee was registered, or
(c) of the statement, if it is a periodic or annual statement.
(q) Transportation Company means any organization which provides its
own or leased vehicles for transportation or which provides freight forwarding or air
express services.
(r) Uncertificated Security means a share, participation or other interest in
property of or an enterprise of the issuer or an obligation of the issuer, which is:
(1) not represented by an instrument and the transfer of which is
registered upon books maintained for that purpose by or on
behalf of the issuer;
(2) of a type commonly dealt in on securities exchanges or
markets; and
(3) either one of a class or series or by its terms divisible into a
class or series of shares, participations, interests or
obligations.
(s) Withdrawal Order means a non-negotiable instrument, other than
an Instruction, signed by a customer of the Insured authorizing the Insured to
debit the customer’s account in the amount of funds stated therein.
EXCLUSIONS
Section 2. This bond does not cover:
(a) loss resulting directly or indirectly from forgery or alteration, except
when covered under Insuring Agreements (A), (D), or (E);
(b) loss due to riot or civil commotion outside the United States of
America and Canada; or loss due to military, naval or usurped power, war or
insurrection unless such loss occurs in transit in the circumstances recited in
Insuring Agreement (C), and unless, when such transit was initiated, there
was no knowledge of such riot, civil commotion, military, naval or usurped
power, war or insurrection on the part of any person acting for the Insured in
initiating such transit;
(c) loss resulting directly or indirectly from the effects of nuclear fission
or fusion or radioactivity; provided, however, that this paragraph shall not
apply to loss resulting from industrial uses of nuclear energy;
(d) loss resulting from any act or acts of any person who is a member
of the Board of Directors of the Insured or a member of any equivalent body
by whatsoever name known unless such person is also an Employee or an
elected official of the Insured in some other capacity, nor, in any event, loss
resulting from the act or acts of any person while acting in the capacity of a
member of such Board or equivalent body;
(e) loss resulting directly or indirectly from the complete or partial
nonpayment of, or default upon, any loan or transaction involving the Insured
as a lender or borrower, or extension of credit, including the purchase,
discounting or other acquisition of false or genuine accounts, invoices, notes,
agreements or Evidences of Debt, whether such loan, transaction or
extension was procured in good faith or through trick, artifice, fraud or false
pretenses, except when covered under Insuring Agreements (A), (D) or (E);
(f) loss resulting from any violation by the Insured or by any Employee
(1) of law regulating (i) the issuance, purchase or sale of
securities, (ii) securities transactions upon security exchanges
or over the counter market, (iii) investment companies, or (iv)
investment advisers, or
(2) of any rule or regulation made pursuant to any such law,
unless it is established by the Insured that the act or acts which caused the
said loss involved fraudulent or dishonest conduct which would have caused
a loss to the Insured in a similar amount in the absence of such laws, rules or
regulations;
(g) loss resulting directly or indirectly from the failure of a financial or
depository institution, or its receiver or liquidator, to pay or deliver, on demand
of the Insured, funds or Property of the Insured held by it in any capacity,
except when covered under Insuring Agreements (A) or (B)(1)(a);
(h) loss caused by an Employee, except when covered under Insuring
Agreement (A) or when covered under Insuring Agreement (B) or (C) and
resulting directly from misplacement, mysterious unexplainable
disappearance or destruction of or damage to Property;
(i) loss resulting directly or indirectly from transactions in a customer’s
account, whether authorized or unauthorized, except the unlawful withdrawal
and conversion of Money, securities or precious metals, directly from a
customer’s account by an Employee provided such unlawful withdrawal and
conversion is covered under Insuring Agreement (A);
(j) damages resulting from any civil, criminal or other legal proceeding
in which the Insured is alleged to have engaged in racketeering activity
except when the Insured establishes that the act or acts giving rise to such
damages were committed by an Employee under circumstances which result
directly in a loss to the Insured covered by Insuring Agreement (A). For the
purposes of this exclusion, “racketeering activity” is defined in 18 United
States Code 1961 et seq., as amended;
(k) loss resulting directly or indirectly from the use or purported use of
credit, debit, charge, access, convenience, identification, cash management
or other cards
(1) in obtaining credit or funds, or
(2) in gaining access to automated mechanical devices which, on
behalf of the Insured, disburse Money, accept deposits, cash
checks, drafts or similar written instruments or make credit
card loans, or
(3) in gaining access to point of sale terminals, customer-bank
communication terminals, or similar electronic terminals of
electronic funds transfer systems,
whether such cards were issued, or purport to have been issued, by the
Insured or by anyone other than the Insured, except when covered under
Insuring Agreement (A);
(l) loss involving automated mechanical devices which, on behalf of the
Insured, disburse Money, accept deposits, cash checks, drafts or similar written
instruments or make credit card loans, except when covered under Insuring
Agreement (A); |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1496099/000110465924062529/tm2414629d1_4017gimg008.jpg)
| Class Code: 2-14057
TSB 5062b 1087 Copyright, The Surety Association of America, 1987 Page 6 of 7
(m) loss through the surrender of Property away from an office of the
Insured as a result of a threat
(1) to do bodily harm to any person, except loss of Property in
transit in the custody of any person acting as messenger
provided that when such transit was initiated there was no
knowledge by the Insured of any such threat, or
(2) to do damage to the premises or property of the Insured,
except when covered under Insuring Agreement (A);
(n) loss resulting directly or indirectly from payments made or
withdrawals from a depositor’s or customer’s account involving erroneous
credits to such account, unless such payments or withdrawals are physically
received by such depositor or customer or representative of such depositor or
customer who is within the office of the Insured at the time of such payment
or withdrawal, or except when covered under Insuring Agreement (A);
(o) loss involving items of deposit which are not finally paid for any
reason, including but not limited to Forgery or any other fraud, except when
covered under Insuring Agreement (A);
(p) loss resulting directly or indirectly from counterfeiting, except when
covered under Insuring Agreements (A), (E) or (F);
(q) loss of any tangible item of personal property which is not
specifically enumerated in the paragraph defining Property if such property is
specifically insured by other insurance of any kind and in any amount
obtained by the Insured, and in any event, loss of such property occurring
more than 60 days after the Insured takes possession of such property,
except when covered under Insuring Agreements (A) or (B)(2);
(r) loss of Property while
(1) in the mail, or
(2) in the custody of any Transportation Company, unless covered
under Insuring Agreement (C),
except when covered under Insuring Agreement (A);
(s) potential income, including but not limited to interest and dividends,
not realized by the Insured or by any customer of the Insured;
(t) damages of any type for which the Insured is legally liable, except
compensatory damages, but not multiples thereof, arising directly from a loss
covered under this bond;
(u) all fees, costs and expenses incurred by the Insured
(1) in establishing the existence of or amount of loss covered
under this bond, or
(2) as a party to any legal proceeding whether or not such legal
proceeding exposes the Insured to loss covered by this bond;
(v) indirect or consequential loss of any nature;
(w) loss involving any Uncertificated Security except an Uncertificated
Security of any Federal Reserve Bank of the United States or when covered
under Insuring Agreement (A);
(x) loss resulting directly or indirectly from any dishonest or fraudulent
act or acts committed by any non-Employee who is a securities, commodities,
money, mortgage, real estate, loan, insurance, property management,
investment banking broker, agent or other representative of the same general
character;
(y) loss caused directly or indirectly by a Partner of the Insured unless the
amount of such loss exceeds the Financial Interest in the Insured of such
Partner and the Deductible Amount applicable to this bond, and then for the
excess only;
(z) loss resulting directly or indirectly from any actual or alleged
representation, advice, warranty or guarantee as to the performance of any
investments;
(aa) loss due to liability imposed upon the Insured as a result of the
unlawful disclosure of non-public material information by the Insured or any
Employee, or as a result of any Employee acting upon such information,
whether authorized or unauthorized.
DISCOVERY
Section 3. This bond applies to loss discovered by the Insured during the
Bond Period. Discovery occurs when the Insured first becomes aware of facts
which would cause a reasonable person to assume that a loss of a type
covered by this bond has been or will be incurred, regardless of when the act
or acts causing or contributing to such loss occurred, even though the exact
amount or details of loss may not then be known.
Discovery also occurs when the Insured receives notice of an actual or
potential claim in which it is alleged that the Insured is liable to a third party
under circumstances which, if true, would constitute a loss under this bond.
LIMIT OF LIABILITY
Section 4.
Aggregate Limit of Liability
The Underwriter’s total liability for all losses discovered during the Bond
Period shown in Item 2 of the Declarations shall not exceed the Aggregate
Limit of Liability shown in Item 3 of the Declarations. The Aggregate Limit of
Liability shall be reduced by the amount of any payment made under the
terms of this bond.
Upon exhaustion of the Aggregate Limit of Liability by such payments:
(a) The Underwriter shall have no further liability for loss or losses
regardless of when discovered and whether or not previously
reported to the Underwriter, and
(b) The Underwriter shall have no obligation under General Agreement
F to continue the defense of the Insured, and upon notice by the
Underwriter to the Insured that the Aggregate Limit of Liability has
been exhausted, the Insured shall assume all responsibility for its
defense at its own cost.
The Aggregate Limit of Liability shall not be increased or reinstated by
any recovery made and applied in accordance with subsections (a), (b) and
(c) of Section 7. In the event that a loss of Property is settled by the
Underwriter through the use of a lost instrument bond, such loss shall not
reduce the Aggregate Limit of Liability.
Single Loss Limit of Liability
Subject to the Aggregate Limit of Liability, the Underwriter’s liability for
each Single Loss shall not exceed the applicable Single Loss Limit of Liability
shown in Item 4 of the Declarations. If a Single Loss is covered under more
than one Insuring Agreement or Coverage, the maximum payable shall not
exceed the largest applicable Single Loss Limit of Liability.
Single Loss Defined
Single Loss means all covered loss, including court costs and attorneys’
fees incurred by the Underwriter under General Agreement F, resulting from
(a) any one act or series of related acts of burglary, robbery or attempt
thereat, in which no Employee is implicated, or
(b) any one act or series of related unintentional or negligent acts or
omissions on the part of any person (whether an Employee or not)
resulting in damage to or destruction or misplacement of Property,
or
(c) all acts or omissions other than those specified in (a) and (b)
preceding, caused by any person (whether an Employee or not) or
in which such person is implicated, or
(d) any one casualty or event not specified in (a), (b) or (c) preceding.
NOTICE/PROOF—LEGAL PROCEEDINGS
AGAINST UNDERWRITER
Section 5.
(a) At the earliest practicable moment, not to exceed 30 days, after
discovery of loss, the Insured shall give the Underwriter notice thereof.
(b) Within 6 months after such discovery, the Insured shall furnish to
the Underwriter proof of loss, duly sworn to, with full particulars.
(c) Lost Certificated Securities listed in a proof of loss shall be
identified by certificate or bond numbers if such securities were issued
therewith.
(d) Legal proceedings for the recovery of any loss hereunder shall not
be brought prior to the expiration of 60 days after the original proof of loss is
filed with the Underwriter or after the expiration of 24 months from the
discovery of such loss.
(e) If any limitation embodied in this bond is prohibited by any law
controlling the construction hereof, such limitation shall be deemed to be
amended so as to equal the minimum period of limitation provided by such
law.
(f) This bond affords coverage only in favor of the Insured. No suit,
action or legal proceedings shall be brought hereunder by any one other than
the named Insured.
VALUATION
Section 6. Any loss of Money, or loss payable in Money, shall be paid, at
the option of the Insured, in the Money of the country in which the loss was
sustained or in the United States of America dollar equivalent thereof
determined at the rate of exchange at the time of payment of such loss.
Securities
The Underwriter shall settle in kind its liability under this bond on account
of a loss of any securities or, at the option of the Insured, shall pay to the
Insured the cost of replacing such securities, determined by the market value
thereof at the time of such settlement. However, if prior to such settlement the
Insured shall be compelled by the demands of a third party or by market rules
to purchase equivalent securities, and gives written notification of this to the
Underwriter, the cost incurred by the Insured shall be taken as the value of
those securities. In case of a loss of subscription, conversion or redemption
privileges through the misplacement or loss of securities, the amount of such
loss shall be the value of such privileges immediately preceding the expiration
thereof. If such securities cannot be replaced or have no quoted market
value, or if such privileges have no quoted market value, their value shall be
determined by agreement or arbitration.
If the applicable coverage of this bond is subject to a Deductible Amount
and/or is not sufficient in amount to indemnify the Insured in full for the loss of
securities for which claim is made hereunder, the liability of the Underwriter
under this bond is limited to the payment for, or the duplication of, so much of
such securities as has a value equal to the amount of such applicable
coverage. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1496099/000110465924062529/tm2414629d1_4017gimg009.jpg)
| Class Code: 2-14057
TSB 5062b 1087 Copyright, The Surety Association of America, 1987 Page 7 of 7
Books of Account and Other Records
In case of loss of, or damage to, any books of account or other records
used by the Insured in its business, the Underwriter shall be liable under this
bond only if such books or records are actually reproduced and then for not
more than the cost of the blank books, blank pages or other materials plus the
cost of labor for the actual transcription or copying of data which shall have
been furnished by the Insured in order to reproduce such books and other
records.
Property other than Money, Securities or Records
In case of loss of, or damage to, any Property other than Money,
securities, books of account or other records, or damage covered under
Insuring Agreement (B)(2), the Underwriter shall not be liable for more than
the actual cash value of such Property, or of items covered under Insuring
Agreement (B)(2). The Underwriter may, at its election, pay the actual cash
value of, replace or repair such property. Disagreement between the
Underwriter and the Insured as to the cash value or as to the adequacy of
repair or replacement shall be resolved by arbitration.
Set-Off
Any loss covered under this bond shall be reduced by a set-off
consisting of any amount owed to the Employee causing the loss if such loss
is covered under Insuring Agreement (A)
ASSIGNMENT— SUBROGATION— RECOVERY— COOPERATION
Section 7.
(a) In the event of payment under this bond, the Insured shall deliver, if
so requested by the Underwriter, an assignment of such of the Insured’s
rights, title and interest and causes of action as it has against any person or
entity to the extent of the loss payment.
(b) In the event of payment under this bond, the Underwriter shall be
subrogated to all of the Insured’s rights of recovery therefor against any
person or entity to the extent of such payment.
(c) Recoveries, whether effected by the Underwriter or by the Insured,
shall be applied net of the expense of such recovery first to the satisfaction of
the Insured’s loss which would otherwise have been paid but for the fact that
it is in excess of either the Single or Aggregate Limit of Liability, secondly, to
the Underwriter as reimbursement of amounts paid in settlement of the
Insured’s claim, and thirdly, to the Insured in satisfaction of any Deductible
Amount. Recovery on account of loss of securities as set forth in the second
paragraph of Section 6 or recovery from reinsurance and/or indemnity of the
Underwriter shall not be deemed a recovery as used herein.
(d) Upon the Underwriter’s request and at reasonable times and places
designated by the Underwriter the Insured shall
(1) submit to examination by the Underwriter and subscribe to the
same under oath; and
(2) produce for the Underwriter’s examination all pertinent
records; and
(3) cooperate with the Underwriter in all matters pertaining to the
loss.
(e) The Insured shall execute all papers and render assistance to
secure to the Underwriter the rights and causes of action provided for herein.
The Insured shall do nothing after discovery of loss to prejudice such rights or
causes of action.
LIMIT OF LIABILITY UNDER THIS BOND AND PRIOR INSURANCE
Section 8. With respect to any loss set forth in sub-section (c) of Section
4 of this bond which is recoverable or recovered in whole or in part under any
other bonds or policies issued by the Underwriter to the Insured or to any
predecessor in interest of the Insured and terminated or canceled or allowed
to expire and in which the period for discovery has not expired at the time any
such loss thereunder is discovered, the total liability of the Underwriter under
this bond and under such other bonds or policies shall not exceed, in the
aggregate, the amount carried hereunder on such loss or the amount
available to the Insured under such other bonds or policies, as limited by the
terms and conditions thereof, for any such loss if the latter amount be the
larger.
If the coverage of this bond supersedes in whole or in part the coverage
of any other bond or policy of insurance issued by an Insurer other than the
Underwriter and terminated, canceled or allowed to expire, the Underwriter,
with respect to any loss sustained prior to such termination, cancelation or
expiration and discovered within the period permitted under such other bond
or policy for the discovery of loss thereunder, shall be liable under this bond
only for that part of such loss covered by this bond as is in excess of the
amount recoverable or recovered on account of such loss under such other
bond or policy, anything to the contrary in such other bond or policy
notwithstanding.
OTHER INSURANCE OR INDEMNITY
Section 9. Coverage afforded hereunder shall apply only as excess over
any valid and collectible insurance or indemnity obtained by the Insured, or by
one other than the Insured on Property subject to exclusion (q) or by a
Transportation Company, or by another entity on whose premises the loss
occurred or which employed the person causing the loss or the messenger
conveying the Property involved.
OWNERSHIP
Section 10. This bond shall apply to loss of Property (1) owned by the
Insured, (2) held by the Insured in any capacity, or (3) for which the Insured is
legally liable. This bond shall be for the sole use and benefit of the Insured
named in the Declarations.
DEDUCTIBLE AMOUNT
Section 11. The Underwriter shall be liable hereunder only for the
amount by which any single loss, as defined in Section 4, exceeds the Single
Loss Deductible amount for the Insuring Agreement or Coverage applicable
to such loss, subject to the Aggregate Limit of Liability and the applicable
Single Loss Limit of Liability.
The Insured shall, in the time and in the manner prescribed in this bond,
give the Underwriter notice of any loss of the kind covered by the terms of this
bond, whether or not the Underwriter is liable therefor, and upon the request
of the Underwriter shall file with it a brief statement giving the particulars
concerning such loss.
TERMINATION OR CANCELATION
Section 12. This bond terminates as an entirety upon occurrence of any
of the following:—(a) 60 days after the receipt by the Insured of a written
notice from the Underwriter of its desire to cancel this bond, or (b)
immediately upon the receipt by the Underwriter of a written notice from the
Insured of its desire to cancel this bond, or (c) immediately upon the taking
over of the Insured by a receiver or other liquidator or by State or Federal
officials, or (d) immediately upon the taking over of the Insured by another
institution, or (e) immediately upon exhaustion of the Aggregate Limit of
Liability, or (f) immediately upon expiration of the Bond Period as set forth in
Item 2 of the Declarations.
This bond terminates as to any Employee or any partner, officer or
employee of any Processor—(a) as soon as any Insured, or any director or
officer not in collusion with such person, learns of any dishonest or fraudulent
act committed by such person at any time, whether in the employment of the
Insured or otherwise, whether or not of the type covered under Insuring
Agreement (A), against the Insured or any other person or entity, without
prejudice to the loss of any Property then in transit in the custody of such
person, or (b) 15 days after the receipt by the Insured of a written notice from
the Underwriter of its desire to cancel this bond as to such person.
Termination of the bond as to any Insured terminates liability for any loss
sustained by such Insured which is discovered after the effective date of such
termination.
In witness whereof, the Underwriter has caused this bond to be executed on the Declarations page. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1496099/000110465924062529/tm2414629d1_4017gimg010.jpg)
| FINANCIAL INSTITUTION BOND
AXIS 102AIC 0615 Page 1 of 1
SIGNATURE PAGE
IN WITNESS WHEREOF, the Insurer has caused this policy to be issued by affixing hereto the facsimile signatures of its
President and Secretary.
Andrew Weissert, Secretary Michael McKenna, President |
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| FINANCIAL INSTITUTION BOND
AXIS 1012161 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
1 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND RACKETEERING EXCLUSION RIDER
It is agreed that Exclusion 2(j) of the EXCLUSIONS section is replaced with the following:
damages resulting from any civil, criminal or other legal proceeding in which the Insured is adjudicated to have
engaged in racketeering activity except when the Insured establishes that the act or acts giving rise to such
damages were committed by an Employee under circumstances which result directly in a loss to the Insured
covered by Insuring Agreement (A). For the purposes of this Exclusion, “racketeering activity” is defined in 18
United States Code 1961 et seq., as amended;
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
AXIS 1012168 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
2 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND FIDELITY INSURING AGREEMENT TO INCLUDE LARCENY AND EMBEZZLEMENT RIDER
It is agreed that:
A. Insuring Agreement (A) FIDELITY is replaced with the following:
Loss resulting directly from dishonest or fraudulent acts, including Larceny or Embezzlement, committed by an
Employee acting alone or in collusion with others. Such dishonest or fraudulent acts must be committed by the
Employee with the manifest intent:
(1) to cause the Insured to sustain such loss; and
(2) to obtain an improper financial benefit for the Employee or another person or entity.
Notwithstanding the foregoing, however, it is agreed that with regard to Loans and/or Trading, this bond covers
only loss resulting directly from dishonest or fraudulent acts committed by an Employee with the intent to cause
the Insured to sustain such loss and which results in a financial benefit for the Employee.
As used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal
course of employment, including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or
pensions.
The term Loans, as used in this Insuring Agreement, means all extensions of credit by the Insured and all
transactions creating a creditor relationship in favor of the Insured and all transactions by which the Insured
assumes an existing creditor relationship.
The term Trading, as used in this Insuring Agreement, means trading or other dealing in securities, commodities,
futures, options, swaps, foreign or Federal Funds, currencies, foreign exchange and the like.
B. Solely with respect to the coverage provided by this Rider, the term Larceny and Embezzlement shall have the same
meaning set forth in Section 37 of The Investment Company Act of 1940.
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
AXIS 1012169 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
3 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND REPRESENTATION OF INSURED RIDER
It is agreed that the second paragraph of the REPRESENTATION OF INSURED section of the GENERAL
AGREEMENTS is replaced with the following:
Any intentional misrepresentation, omission, concealment, or incorrect statement in the application or otherwise, shall
be grounds for the rescission of this bond.
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
AXIS 1012170 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
4 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND VALUATION RIDER
It is agreed that the paragraph in the VALUATION condition addressing loss of Money, or loss payable in Money, is
replaced with the following:
Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of the country in
which the loss was sustained or in the United States of America dollar equivalent thereof determined at the rate of
exchange published in The Wall Street Journal on the day immediately preceding the date the loss was discovered.
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
AXIS 1012171 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
5 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND COUNTERFEIT CURRENCY OR MONEY INSURING AGREEMENT RIDER
It is agreed that Insuring Agreement (F) COUNTERFEIT CURRENCY or COUNTERFEIT MONEY, as applicable, is
replaced with the following:
Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money of the United States of
America, Canada, or any other country.
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
AXIS 1012180 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
6 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
PROTECTED INFORMATION EXCLUSION RIDER
It is agreed that this bond shall not apply to any loss resulting directly or indirectly from the: (i) theft, disappearance, or
destruction of; (ii) unauthorized use or disclosure of; (iii) unauthorized access to; or (iv) failure to protect any:
A. confidential or non-public; or
B. personal or personally identifiable;
information that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry
guideline or standard; provided that this shall not apply to the extent that any unauthorized use or disclosure of a
password enables a theft by an Employee of the Insured of tangible Property of the Insured or tangible Property that the
Insured is holding for a third party.
Theft of tangible Property does not include the use of confidential or non-public information or personal or personally
identifiable information to enable the theft of or disclosure of information.
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
AXIS 1012189 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
7 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
NOTICE OF LOSS BY E-MAIL RIDER
It is agreed that the CONDITIONS AND LIMITATIONS, Section 5. NOTICE/PROOF – LEGAL PROCEEDINGS AGAINST
UNDERWRITER, paragraph (a), is amended by the addition of the following:
The Insured may provide the Underwriter with such notice of loss by e-mail to the e-mail address set forth below. The
date of the Underwriter’s receipt of such e-mailed notice shall constitute the date of notice.
Alternatively, the Insured may provide notice of loss to the Underwriter by mailing or faxing such notice to the address
or fax number set forth below.
All notices must reference the Bond No. of this bond.
AXIS Insurance
Claims Department
P.O. Box 4470
Alpharetta, GA 30023-4470
Email: USFNOL@axiscapital.com
Phone (Toll-Free): (866) 259-5435
Phone: (678) 746- 9000
Fax: (866) 770-5629
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
AXIS 1012191 0119 Includes copyright material of The Surety Association of America Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
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CHANGE OF OWNERSHIP OR CONTROL NOTICE RIDER
It is agreed that the GENERAL AGREEMENTS, CHANGE OF OWNERSHIP – NOTICE or CHANGE OF CONTROL –
NOTICE, as applicable, is replaced with the following:
When the Insured learns of a change in ownership by a single stockholder, partner or member, or by a group of
affiliated stockholders, partners, or members, of more than 10% of its voting stock or total ownership interest, or of the
voting stock or total ownership interest of a holding company or parent corporation which itself owns or controls the
Insured, it shall give written notice to the Underwriter, as soon as practicable but not later than within 30 days of
learning of such change in ownership. Failure to give the required notice shall result in termination of coverage for any
loss involving a transferee of such stock or ownership interest, to be effective upon the date of the stock transfer or
transfer of ownership interest.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
9 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND OWNERSHIP OR COVERED PROPERTY CONDITION RIDER
It is agreed that the CONDITIONS AND LIMITATIONS, the OWNERSHIP section or COVERED PROPERTY section, as
applicable, is deleted and replaced with the following:
This bond shall apply to loss of Property (1) owned by the Insured, (2) held by the Insured in any capacity, or (3)
owned and held by someone else under circumstances which make the Insured responsible for the Property prior to
the occurrence of the loss. This bond shall be for the sole use and benefit of the Insured named in the Declarations.
All other provisions of the bond remain unchanged. |
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| FINANCIAL INSTITUTION BOND
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Rider Number Effective Date of Rider Bond Number Premium
10 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND DEFINITION OF EMPLOYEE TO INCLUDE AFFILIATED PERSONS RIDER
It is agreed that the CONDITIONS AND LIMITATIONS, the DEFINITIONS section, the Definition of Employee, is
amended by the addition of the following:
Employee also means a natural person partner, officer or employee of an investment adviser, underwriter (distributor),
transfer agent or shareholder accounting recordkeeper, or administrator for the Insured, but only while performing acts
coming within the usual and customary duties of an officer or employee of the Insured or acting as a member of any
committee duly elected or appointed to examine, audit or have custody of or access to Property of the Insured;
provided that the adviser, underwriter, transfer agent, recordkeeper or administrator is an affiliated person (as defined
in Section 2(a) of the Investment Company Act of 1940) of the Insured.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
11 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
INVESTMENT COMPANY NO DEDUCTIBLE RIDER
It is agreed that the CONDITIONS AND LIMITATIONS are amended as follows:
A. The DEFINITIONS section is amended by the addition of the following Definition:
Investment Company means any investment company registered under the Investment Company Act of 1940.
B. The DEDUCTIBLE AMOUNT section is amended by the addition of the following:
Notwithstanding the foregoing, there shall be no Deductible Amount applicable to any loss under Insuring
Agreement A sustained by any Investment Company named as an Insured under this bond.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
12 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
NEW YORK STATUTORY RIDER
It is agreed that:
1. The second paragraph of the Termination or Cancelation Condition is amended by the addition of the following at the
end of such paragraph:
Provided, however, this paragraph does not apply as to an Employee of an Insured that is located in New York or any
partner, officer or employee of any Processor that is located in New York, if: (a) the dishonest act was committed by
such person prior to becoming employed by the Insured or such Processor, (b) the dishonest act resulted in a
conviction; and (c) the Insured or such Processor made a determination to hire or retain such person utilizing the
factors set out in Correction Law Article 23-A.
2. This Rider does not apply to any Employees of an Insured or any partners, officers or employees of a Processor or
loss caused by any persons for whom there is a bar to employment established by law and the Insured or Processor
has hired such person despite the bar.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
13 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
COMPUTER SYSTEMS FRAUD INSURING AGREEMENT RIDER
COMPUTER SYSTEMS FRAUD INSURING AGREEMENT COVERAGE SCHEDULE
Computer Systems Fraud
Insuring Agreement Single Loss Limit of Liability
Computer Systems Fraud
Insuring Agreement Single Loss Deductible
$3,200,000 $25,000
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The INSURING AGREEMENTS section is amended by the addition of the following Insuring Agreement:
COMPUTER SYSTEMS FRAUD
Loss resulting directly from a fraudulent:
(1) entry of Electronic Data or Computer Program into; or
(2) change of Electronic Data or Computer Program within;
any Computer System operated by the Insured, whether owned or leased; or any Computer System identified in
the application for this bond; or a Computer System first used by the Insured during the Bond Period, as provided
by General Agreement B of this bond;
provided that the entry or change causes:
(a) Property to be transferred, paid, or delivered;
(b) an account of the Insured, or of its customer, to be added, deleted, debited, or credited; or
(c) an unauthorized account or a fictitious account to be debited or credited;
without the knowledge or consent of the Insured.
In this Insuring Agreement, fraudulent entry or change shall include such entry or change made by an Employee
of the Insured acting in good faith on an instruction from a software contractor who has a written agreement with
the Insured to design, implement, or service programs for a Computer System covered by this Insuring
Agreement.
B. Solely with respect to the coverage provided by this Rider, the DEFINITIONS section is amended by the addition of
the following definitions:
Computer Program means a set of related electronic instructions which direct the operations and functions of a
computer or devices connected to it which enable the computer or devices to receive, process, store, or send
Electronic Data.
Computer System means:
(1) computers with related peripheral components, including storage components wherever located; |
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(2) systems and applications software;
(3) terminal devices; and
(4) related communications networks;
by which Electronic Data are electronically collected, transmitted, processed, stored, and retrieved.
Electronic Data means facts or information converted to a form usable in a Computer System by Computer
Programs, and which is stored on magnetic tapes or disks, or optical storage disks, or other bulk media.
C. Solely with respect to the coverage provided by this Rider, the EXCLUSIONS section is amended by the addition of
the following Exclusions:
loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond,
including but not limited to Social Engineering Fraud, regardless of any deductible amount or limit of liability;
loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability
arises from a loss covered by this rider, and such liability would have been be imposed on the Insured regardless
of the existence of such contract;
loss resulting directly or indirectly from negotiable instruments, securities, documents, or other written instruments
which bear a forged signature, or are counterfeit, altered, or otherwise fraudulent and which are used as source
documentation in the preparation of Electronic Data or manually keyed into a data terminal;
loss resulting directly or indirectly from:
(1) mechanical failure, faulty construction, error in design, latent defect, fire, wear or tear, gradual deterioration,
electrical disturbance, or electrical surge which affects a Computer System;
(2) failure or breakdown of Electronic Data processing media; or
(3) error or omission in programming or processing;
loss resulting directly or indirectly from the input of Electronic Data into a Computer System terminal device either
on the premises of a customer of the Insured or under the control of such a customer by a person who had
authorized access to the customer's authentication mechanism;
D. Notwithstanding anything to the contrary with respect to any similar Exclusion set forth in any Protected Information
Exclusion Rider attached to this bond, solely with respect to the coverage provided by this Rider, the EXCLUSIONS
section is amended by the addition of the following Exclusion:
loss resulting directly or indirectly from the: (1) theft, disappearance, or destruction of; (2) unauthorized use or
disclosure of; (3) unauthorized access to; or (4) failure to protect any:
(a) confidential or non-public information; or
(b) personal or personally identifiable information;
that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline
or standard, except that this shall not apply to the extent that any unauthorized use or disclosure of such
information subsequently results in a direct loss otherwise covered under the Computer Systems Fraud Insuring
Agreement.
E. The exclusion below, found in the EXCLUSIONS section of financial institution bonds forms 14, and 25, does not
apply to the Computer Systems Fraud Insuring Agreement. |
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"loss involving any Uncertificated Security except an Uncertificated Security of any Federal Reserve Bank of the
United States or when covered under Insuring Agreement (A);"
F. The Single Loss Defined subsection of the LIMIT OF LIABILITY section is amended by the addition of the following:
Solely with respect to the Computer Systems Fraud Insuring Agreement, all loss or series of losses involving the
fraudulent acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not
that individual is specifically identified, shall be treated as a Single Loss and subject to the Single Loss Limit of
Liability. A series of losses involving unidentified individuals but arising from the same method of operation shall
be deemed to involve the same individuals and in that event shall be treated as a Single Loss and subject to the
Single Loss Limit of Liability.
G. The applicable Single Loss Limit of Liability and Single Loss Deductible for the Computer Systems Fraud Insuring
Agreement are as set forth in the Declarations or in the above schedule.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
14 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
SOCIAL ENGINEERING FRAUD INSURING AGREEMENT WITH OFFICIAL AUTHORIZATION RIDER
SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE
Social Engineering Fraud Insuring Agreement
Aggregate Limit of Liability $50,000
Social Engineering Fraud Insuring Agreement
Single Loss Limit of Liability
Social Engineering Fraud Insuring Agreement
Single Loss Deductible
$50,000 $50,000
Social Engineering Fraud Insuring Agreement
Prior Acts Date 05/19/2023
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
SOCIAL ENGINEERING FRAUD
Loss resulting directly from an Employee having, in good faith, transferred, paid, or delivered Money or Securities
from the Insured’s account to a person or account outside of the Insured’s control, in reliance upon a Social
Engineering Fraud Instruction directing such transfer, payment, or delivery of Money or Securities, provided that
the Insured obtained Official Authorization from at least two Employees, one of whom is an officer of or serves in
a supervisory capacity with the Insured, and who was not the Employee who initially received the Social
Engineering Fraud Instruction which was sent by a person purporting to be an Authorized Transfer Agent.
B. Solely with respect to the coverage provided by this Rider, the DEFINITIONS section is amended by the addition of
the following new definitions:
Authorized Transfer Agent means:
(1) a director, officer, partner, member, or sole proprietor of the Insured;
(2) an Employee who is authorized by the Insured to instruct other Employees to transfer, pay or deliver the
Insured’s Money or Securities; or
(3) an employee of a Vendor authorized by such Vendor and the Insured to direct the Insured’s Employees to
transfer, pay, or deliver the Insured’s Money or Securities in accordance with the terms of a written agreement
between the Vendor and the Insured.
Official Authorization means a valid handwritten signature of an actual Employee, or an electronic record of entry
and approval into a wire transfer system, accounting system, or similar system which is capable of maintaining and
reproducing an audit trail, which demonstrates that an actual Employee (other than the Employee actually making
the transfer, payment, or delivery) approved a transaction within their authority. A Forgery is not an Official
Authorization. Official Authorization shall not include a typed name in any form (including but not limited to email,
letterhead, or pre-printed material), but shall include electronic reproductions or handwritten signatures in any form.
Securities means Certificated Securities or Uncertificated Securities. |
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Social Engineering Fraud Instruction means a telephonic, written, or electronic instruction communicated to an
Employee by a natural person purporting to be an Authorized Transfer Agent, or by an individual acting in collusion
with such person, for the purpose of intentionally misleading an Employee to transfer, pay, or deliver the Insured’s
Money or Securities, but which instruction was not actually made by an Authorized Transfer Agent; provided,
however, that Social Engineering Fraud Instruction shall not include any such instruction communicated by an
employee of a Vendor who was acting in collusion with any third-party in communicating such instruction.
Vendor means any entity or natural person that provides goods or support services to the Insured pursuant to a
written agreement between the Vendor and the Insured. Vendor does not include any customer, automated
clearing house, custodian, financial institution, administrator, counter-party, or any similar entity.
C. Solely with respect to the coverage provided by this Rider, and solely with respect to bond forms 15 and 24, the
DEFINITIONS section is amended by the addition of the following new definition:
Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer
or an obligation of the issuer, which is:
(1) not represented by an instrument and the transfer of which is registered upon books maintained for that
purpose by or on behalf of the issuer;
(2) of a type commonly dealt in on securities exchanges or markets; and
(3) either one of a class or series or by its terms divisible into a class or series of shares, participations, interests
or obligations.
D. The EXCLUSIONS section, Exclusion (u), is replaced by the following:
(u) loss caused by an Employee, except when covered under:
(1) Insuring Agreement (A);
(2) Insuring Agreement (B) or (C) and resulting directly from misplacement, mysterious unexplainable
disappearance, or destruction of or damage to Property; or
(3) the Social Engineering Fraud Insuring Agreement and resulting directly from unintentional acts of the
Employee.
E. The EXCLUSIONS section is amended by the addition of the following Exclusion:
loss resulting directly or indirectly from an Employee relying upon and/or acting upon a Social Engineering Fraud
Instruction, except when covered under the Social Engineering Fraud Insuring Agreement.
F. The applicable Single Loss Limit of Liability and Single Loss Deductible for the Social Engineering Fraud Insuring
Agreement are as set forth in the Declarations or in the above schedule.
G. The LIMIT OF LIABILITY section is amended by the addition of the following:
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability
The Underwriter’s total liability for all losses covered under the Social Engineering Fraud Insuring Agreement and
discovered during the Bond Period shown in Item 2 of the Declarations shall not exceed the Social Engineering
Fraud Insuring Agreement Aggregate Limit of Liability set forth in the SOCIAL ENGINEERING FRAUD INSURING
AGREEMENT COVERAGE SCHEDULE. The Social Engineering Fraud Insuring Agreement Aggregate Limit of
Liability shall be reduced by the amount of any payment made under the terms of the Social Engineering Fraud
Insuring Agreement. |
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Upon exhaustion of the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability by such
payments:
(a) the Underwriter shall have no further liability for loss or losses under the Social Engineering Fraud Insuring
Agreement regardless of when discovered and whether or not previously reported to the Underwriter, and
(b) solely with respect to the Social Engineering Fraud Insuring Agreement, the Underwriter shall have no
obligation under General Agreement F to continue the defense of the Insured, and upon notice by the
Underwriter to the Insured that the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability
has been exhausted, the Insured shall assume all responsibility for its defense at its own cost.
The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability is part of, and not in addition to, the
Aggregate Limit of Liability shown in Item 3 of the Declarations.
The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall not be increased or reinstated
by any recovery made and applied in accordance with subsections (a), (b) and (c) of Section 7.
H. The Social Engineering Fraud Insuring Agreement does not apply to any loss discovered during the Bond Period but
occurring prior to the Social Engineering Fraud Insuring Agreement Prior Acts Date set forth in the Coverage
Schedule of this Rider.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
15 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND EXCLUSION (M) RIDER
It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled EXCLUSIONS, exclusion (m)
is replaced with the following:
(m) loss resulting directly or indirectly from surrender of property as a result of:
(1) kidnaping,
(2) payment of ransom or any extortion-related payment,
(3) threats of bodily harm to any person, except the custodian of the property, or of damage to the premises or
property of the Insured, or
(4) actual disappearance, damage, destruction, confiscation, or theft of property intended as a ransom or extortion
payment while held or conveyed by a person duly authorized by the Insured to have custody of such property,
except when resulting from threats of bodily harm to the custodian of the property as described in (3) above,
except when covered under Insuring Agreement (A);
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
16 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
AMEND DEFINITION OF PROPERTY RIDER
(DOES NOT INCLUDE NON-FUNGIBLE TOKENS)
It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled DEFINITIONS, the definition
of Property is amended by the addition of the following:
Notwithstanding the foregoing, Property does not include non-fungible tokens.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
17 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
ERISA RIDER
It is agreed that:
1. “Employee” as used in the attached bond shall include any natural person who is a director or trustee of the Insured
while such director or trustee is engaged in handling funds or other property of any Employee Welfare or Pension
Benefit Plan owned, controlled or operated by the Insured or any natural person who is a trustee, manager, officer or
employee of any such Plan.
2. If the bond, in accordance with the agreements, limitations and conditions thereof, covers loss sustained by two or
more Employee Welfare or Pension Benefit Plans or sustained by any such Plan in addition to loss sustained by an
Insured other than such Plan, it is the obligation of the Insured or the Plan Administrator(s) of such Plans under
Regulations published by the Secretary of Labor implementing Section 13 of the Welfare and Pension Plans
Disclosure Act of 1958 to obtain under one or more bonds issued by one or more Insurers an amount of coverage for
each such Plan at least equal to that which would be required if such Plans were bonded separately.
3. In compliance with the foregoing, payment by the Company in accordance with the agreements, limitations and
conditions of the bond shall be held by the Insured, or, if more than one, by the Insured first named, for the use and
benefit of any Employee Welfare or Pension Benefit Plan sustaining loss so covered and to the extent that such
payment is in excess of the amount of coverage required by such Regulations to be carried by said Plan sustaining
such loss, such excess shall be held for the use and benefit of any other such Plan also covered in the event that
such other Plan discovers that it has sustained loss covered thereunder.
4. If money or other property of two or more Employee Welfare or Pension Benefit Plans covered under the bond is
commingled, recovery for loss of such money or other property through fraudulent or dishonest acts of Employees
shall be shared by such Plans on a pro rata basis in accordance with the amount for which each such Plan is required
to carry bonding coverage in accordance with the applicable provisions of said Regulations.
5. The Deductible Amount of this bond applicable to loss sustained by a Plan through acts committed by an Employee of
the Plan shall be waived, but only up to an amount equal to the amount of coverage required to be carried by the Plan
because of compliance with the provisions of the Employee Retirement Income Security Act of 1974.
6. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions,
agreements or limitations of the bond, other than as stated herein.
All other provisions of the bond remain unchanged. |
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Rider Number Effective Date of Rider Bond Number Premium
18 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
NEW YORK STATUTORY RIDER
It is agreed that:
1. Part (a) of the section entitled "Termination or Cancellation" of this bond/policy is deleted and cancellation of this
bond/policy by the Underwriter/Company is subject to the following provisions:
a. If this bond/policy has been in effect for 60 days or less, the underwriter/company may cancel this bond/policy by
mailing or delivering to the first named Insured written notice of cancellation at least:
(1) 20 days before the effective date of cancellation if the underwriter/company cancels for any reason not
included in paragraph (2) below.
(2) 15 days before the effective date of cancellation if the underwriter/company cancels for any of the following
reasons:
(i) Nonpayment of premium provided, however, that a notice of cancellation for this reason shall inform the
Insured of the amount due;
(ii) Conviction of a crime arising out of acts increasing the hazard insured against;
(iii) Discovery of fraud or material misrepresentation in the obtaining of the bond/policy or in the presentation
of a claim;
(iv) After issuance of the bond/policy or after the last renewal date, discovery of an act or omission, or a
violation of a bond/policy condition, that substantially and materially increases the hazard insured against,
and that occurred subsequent to inception of the current bond/policy period;
(v) Material physical change in the property insured, occurring after issuance or last annual renewal
anniversary date of the bond/policy, that results in the property becoming uninsurable in accordance with
our objective, uniformly applied underwriting standards in effect at the time the bond/policy was issued or
last renewed; or material change in the nature or extent of the risk, occurring after issuance or last
annual renewal anniversary date of the bond/policy, that causes the risk of loss to be substantially and
materially increased beyond that contemplated at the time the bond/policy was issued or last renewed;
(vi) Required pursuant to a determination by the Superintendent that continuation of our present premium
volume would jeopardize our solvency or be hazardous to the interest of our policyholders, our creditors
or the public;
(vii)A determination by the Superintendent that the continuation of the bond/policy would violate, or would
place us in violation of, any provision of the Insurance Code; or
(viii) Where the underwriter/company has reason to believe, in good faith and with sufficient cause, that there
is a probable risk of danger that an insured will destroy, or permit to be destroyed, the insured property for
the purpose of collecting the insurance proceeds. If the underwriter/company cancels for this reason, the
first named Insured may make a written request to the Insurance Department, within 10 days of receipt of
this notice, to review the cancellation decision. Also, the underwriter/company will simultaneously send a
copy of the cancellation notice to the Insurance Department.
b. If this bond/policy has been in effect for more than 60 days, or if this bond/policy is a renewal or continuation of a
bond/policy the underwriter/company issued, the underwriter/company may cancel only for any of the reasons
listed in paragraph (2) above, provided the underwriter/company mails the first named Insured written notice at |
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least 15 days before the effective date of cancellation. If cancellation is for nonpayment of premium, the notice of
cancellation shall inform the Insured of the amount due.
c. The underwriter/company will mail or deliver notice, including the reason for cancellation, to the first named
Insured at the address shown in the bond/policy and to the authorized agent or broker.
d. If this bond/policy is canceled, the underwriter/company will send the first named Insured any premium refund
due. If the underwriter/company cancels, the refund will be pro rata. If the first named Insured cancels, the refund
may be less than pro rata. However, when the premium is advanced under a premium finance agreement, the
cancellation refund will be pro rata. Under such financed policies, the underwriter/company will be entitled to
retain a minimum earned premium of 10% of the total premium or $60, whichever is greater. The cancellation will
be effective even if the underwriter/company has not made or offered a refund.
e. If one of the reasons for cancellation in paragraph a.(2) exists, the underwriter/company may cancel this entire
bond/policy, even if the reason for cancellation pertains only to a new coverage or endorsement initially effective
subsequent to the original issuance of this bond/policy.
2. Renewal or nonrenewal of this bond/policy by the Underwriter/Company is subject to the following provisions:
a. If the underwriter/company decides not to renew this bond/policy, it will send notice as provided in paragraph c.
below.
b. If the underwriter/company conditionally renews this bond/policy subject to a change of limits, change in type of
coverage, reduction of coverage, increased deductible, addition of exclusion, or increased premiums in excess of
10% (exclusive of any premium increase due to insured value added, increased exposure units, or as a result of
experience rating, loss rating, retrospective rating or audit) the underwriter/company will send notice as provided
in paragraph c. below.
c. If the underwriter/company decides not to renew this bond/policy, or to conditionally renew this bond/policy as
provided in paragraph 2.b. above, the underwriter/company will mail or deliver written notice to the first named
Insured shown in the Declarations at least 60 days, but not more than 120 days, before the expiration date of the
bond/policy or, the anniversary date if this is a continuous bond/policy.
d. Notice will be mailed or delivered to the first named Insured at the address shown in the bond/policy and to the
authorized agent or broker. If notice is mailed, proof of mailing will be sufficient proof of notice.
e. Notice will include the availability of loss information and the specific reason(s) for nonrenewal or conditional
renewal, including the amount of any premium increase for conditional renewal and a description of any other
changes.
f. If the underwriter/company violates the provisions of paragraph c. above by sending the first named Insured an
incomplete or late conditional renewal notice or a late nonrenewal notice:
(1) prior to the expiration date of the bond/policy, coverage will remain in effect at the same terms and conditions
of this bond/policy at the lower of the current rates or the prior period's rates until 60 days after such notice is
mailed or delivered, unless the first named Insured, during this 60 day period, has replaced the coverage or
elects to cancel; provided, however, that if the insured elects to renew on the basis of a conditional renewal
notice and the notice was provided at least thirty (30) days prior to the expiration date of this Policy, then the
terms, conditions and rates set forth in the conditional renewal notice shall apply as of the renewal date; or
(2) on or after the expiration date of this bond/policy, coverage will remain in effect at the same terms and
conditions of this bond/policy for another required bond/policy period, at the lower of the current rates or the
prior period's rates, unless the first named Insured, during this additional required bond/policy period, has
replaced the coverage or elects to cancel.
g. The underwriter/company need not send notice of nonrenewal or conditional renewal if the first named Insured, its |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1496099/000110465924062529/tm2414629d1_4017gimg034.jpg)
| FINANCIAL INSTITUTION BOND
SR 6180d 0709 Includes copyright material of The Surety Association of America Page 3 of 3
authorized agent or broker or another insurer of the first named Insured mails or delivers notice that the
bond/policy has been replaced or is no longer desired.
All other provisions of the bond remain unchanged. |
![GRAPHIC](https://www.sec.gov/Archives/edgar/data/1496099/000110465924062529/tm2414629d1_4017gimg035.jpg)
| FINANCIAL INSTITUTION BOND
SR 6343 0321 Page 1 of 1
Rider Number Effective Date of Rider Bond Number Premium
19 12:01 a.m. on 05/19/2024 P-001-001174679-02 N/A
CRYPTOCURRENCY EXCLUSION RIDER
It is agreed that:
A. The attached bond is amended by adding to Section 2. EXCLUSIONS - CONDITIONS AND LIMITATIONS, the
following:
loss resulting directly or indirectly from the theft, disappearance or destruction of Cryptocurrency or from the change in
value of Cryptocurrency.
B. The attached bond is amended by adding to the bond CONDITIONS AND LIMITATIONS, Section 1. DEFINITIONS
the following:
Cryptocurrency means a digital or electronic medium of exchange, operating independently of a central authority, in
which encryption techniques are used to regulate the generation of units and to verify the transfer of such units from
one person to another.
All other provisions of the bond remain unchanged. |
Exhibit B
CERTIFICATE OF THE SECRETARY
The
undersigned, Joseph W. Hartswell, Chief Compliance Officer and Corporate Secretary of New Mountain Finance Corporation, a Delaware
corporation (“NMFC” or the “Company”), does hereby certify that:
| 1. | This certificate is being delivered to the Securities and Exchange Commission (the “SEC”)
in connection with the filing of the Company’s fidelity bond (the “Bond”) pursuant to Rule 17g-1
of the Investment Company Act of 1940, as amended, and the SEC is entitled to rely on this certificate for purposes of the filing. |
| 2. | The undersigned is the duly elected, qualified and acting Secretary of the Company, and has custody of
the corporate records of the Company and is a proper officer to make this certification. |
| 3. | Attached hereto is a copy of the resolutions approved by the Board of Directors of the Company, including
a majority of the Board of the Directors who are not “interested persons” of the Company, approving the amount, type, form
and coverage of the Bond. |
| 4. | The Premium has been paid for the period May 19, 2024 to May 19, 2025. |
IN WITNESS WHEREOF, the undersigned has caused
this certificate to be executed this 16th day of May, 2024.
/s/ Joseph W. Hartswell |
|
Joseph W. Hartswell |
|
Chief Compliance Officer and Corporate Secretary |
|
WHEREAS,
Section 17(g) of the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 17g-1(a) thereunder
(“Rule 17g-1”), require business development companies (“BDCs”), such as NMFC, to provide and
maintain a bond which shall be issued by a reputable fidelity insurance company, authorized to do business in the place where the bond
is issued, to protect the BDC against larceny and embezzlement, covering each officer and employee of the BDC who may singly, or jointly
with others, have access to the securities or funds of the BDC, either directly or through authority to draw upon such funds of, or to
direct generally, the disposition of such securities, unless the officer or employee has such access solely through his position as an
officer or employee of a bank (each, a “covered person”);
WHEREAS,
Rule 17g-1 specifies that the bond may be in the form of (i) an individual bond for each covered person, or a schedule or blanket
bond covering such persons, (ii) a blanket bond which names NMFC as the only insured, or (iii) a bond which
names NMFC and one or more other parties as insureds, as permitted by Rule 17g-1;
WHERAS, NMFC
has determined to maintain an individual bond covering NMFC against larceny and embezzlement, covering each covered person;
WHEREAS,
Rule 17g-1 requires that a majority of directors who are not “interested persons” of the BDC, as such term is defined
under Section 2(a)(19) of the 1940 Act (the “Independent Directors”), approve periodically (but not less
than once every 12 months) the reasonableness of the form and amount of the bond, with due consideration to the value of the aggregate
assets of NMFC to which any covered person may have access, the type and terms of the arrangements made for the custody and safekeeping
of such assets, and the nature of securities and other investments to be held by NMFC, and pursuant to factors contained in Rule 17g-1,
which are described in the accompanying memorandum attached hereto;
WHEREAS,
under Rule 17g-1, NMFC is required to make certain filings with the SEC and give certain notices to each member of the Board in connection
with the bond, and designate an officer who shall make such filings and give such notices; and
WHEREAS,
the Board, including all of the Independent Directors, have considered the expected aggregate value of the securities and funds of NMFC
to which NMFC’s officers and employees may have access (either directly or through authority to draw upon such funds or to direct
generally the disposition of such securities), the type and terms of the arrangements made for the custody of such securities and funds,
the nature of securities and other investments to be held by NMFC, the accounting procedures and controls of NMFC, the nature and method
of conducting the operations of NMFC, the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, and
all other factors deemed relevant by the Board, including the Independent Directors.
NOW
THEREFORE BE IT RESOLVED, that having considered the expected aggregate value of the securities and funds of NMFC to which
NMFC’s officers and employees may have access (either directly or through authority to draw upon such funds or to direct generally
the disposition of such securities), the type and terms of the arrangements made for the custody of such securities and funds, the nature
of securities and other investments to be held by NMFC, the accounting procedures and controls of NMFC, the nature and method of conducting
the operations of NMFC, the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, and all other factors
deemed relevant by the Board, including such Independent Directors, the Board, including all of the Independent Directors, determine that
the amount of coverage, type, form, and premium, covering the officers and employees of NMFC and insuring NMFC against loss from fraudulent
or dishonest acts, including larceny and embezzlement, to be issued by Axis Insurance Company in the amount of $3,200,000 (the “Fidelity
Bond”) to be fair and reasonable, and be, and hereby are, approved by the Board, including all of the Independent Directors;
FURTHER
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized to make filings with the SEC, in consultation
with counsel to NMFC, and to give notices as may be required, from time to time, pursuant to Rule 17g-1(g) and Rule 17g-1(h) under
the 1940 Act;
FURTHER
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized and directed to amend the Fidelity Bond,
in consultation with counsel to NMFC, and to execute such other documents as he or she may deem necessary or appropriate to effect the
intent of this resolution;
FURTHER
RESOLVED, that each of the Authorized Officers is hereby authorized in the name and on behalf of NMFC, to make or cause to
be made, and to execute and deliver, all such additional agreements, documents, instruments and certifications and to take all such steps,
and to make all such payments, fees and remittances, as any one or more of such officers may at any time or times deem necessary or desirable
in order to effectuate the purpose and intent of the foregoing resolutions; and
FURTHER
RESOLVED, that any and all actions previously taken by NMFC or any of its directors, officers or other employees in connection
with the documents, and actions contemplated by the foregoing resolutions be, and they hereby are, ratified, confirmed, approved and adopted
in all respects as and for the acts and deeds of NMFC.
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