RAND

 

 

14 Lafayette Square, Suite 1405

Buffalo, NY 14203

 

August 3, 2022

 

VIA EDGAR

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Rand Capital Corporation

 

Rule 17g-1(g) Fidelity Bond Filing

 

Ladies and Gentlemen:

 

On behalf of Rand Capital Corporation (the “Company”),enclosed herewith for filing, pursuant to Rule 17g-1(g) under the Investment Company Act of 1940, as amended, are the following:

 

	1.	Copy of the fidelity bond covering the Company; and
	2.	A Certificate of the Secretary of the Company containing the resolutions of the Board of Directors approving the fidelity bond and a statement as to the period for which premiums have been paid.

 

If you have any questions regarding this submission, please do not hesitate to call me at (716) 853-0802.

 

	Very truly yours,
	RAND CAPITAL CORPORATION
	/s/ Margaret W. Brechtel
	Margaret W. Brechtel
	Chief Financial Officer and Secretary

 

Enclosures

 

 

 

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.

 

 

 

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

 

 

 

 

Item 2. Bond Period: from 12:01 a.m. on	07/31/2022	to 12:01 a.m. on	07/31/2023
	(MONTH, DAY, YEAR)		(MONTH, DAY, YEAR)

 

Item 3.	The Aggregate Limit of Liability of the Underwriter during the Bond Period shall be $450,000
Item 4.	Subject to Sections 4 and 11 hereof,
	the Single Loss Limit of Liability is $450,000
	and the Single Loss Deductible is $15,000
	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		$	450,000			$	15,000
Insuring Agreement (B) – ON PREMISES		$	450,000			$	15,000
Insuring Agreement (C) – IN TRANSIT		$	450,000			$	15,000
Insuring Agreement (D)—FORGERY OR ALTERATION		$	450,000			$	0
Insuring Agreement (E)—SECURITIES		$	450,000			$	0
Insuring Agreement (F) – COUNTERFEIT CURRENCY		$	450,000			$	15,000
Coverage on Partners			Not Covered
Optional Insuring Agreements and Coverages:
Audit Expense		$	10,000			$	2,500
Claim Expense		$	10,000			$	2,500
Computer Systems Fraud		$	450,000			$	15,000
Stop Payment Order Liability		$	25,000			$	2,500
Telefacsimile Transfer Fraud		$	450,000			$	15,000
Unauthorized Signatures		$	25,000			$	2,500
Uncollectible Items of Deposit		$	25,000			$	2,500
Voice Initiated Funds Transfer Fraud		$	450,000			$	15,000

 

			Aggregate			$	50,000
Social Engineering Fraud			Limit of Liability				with Official			$	50,000
		$	50,000				Authorization

 

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 Named Insured Rider	AXIS 1012152 0119
2	Audit Expense Insuring Agreement Rider	AXIS 1012153 0119
3	Claim Expense Insuring Agreement Rider	AXIS 1012155 0119
4	Telefacsimile Transfer Fraud Insuring Agreement with Call Back for Transfers in Excess of the Deductible Rider	AXIS 1012159 0119
5	Voice Initiated Funds Transfer Fraud Insuring Agreement with Call Back for Transfers in Excess of the Deductible Rider	AXIS 1012160 0119
6	Amend Racketeering Exclusion Rider	AXIS 1012161 0119
7	Amend Fidelity Insuring to Include Larceny and Embezzlement Agreement Rider	AXIS 1012168 0119
8	Amend Representation of Insured Rider	AXIS 1012169 0119
9	Amend Valuation Rider	AXIS 1012170 0119
10	Amend Counterfeit Currency or Money Insuring Agreement Rider	AXIS 1012171 0119
11	Governmental or Regulatory Authority Notification Rider	AXIS 1012175 0119
12	Unauthorized Signatures Insuring Agreement Rider	AXIS 1012176 0119
13	Protected Information Exclusion Rider	AXIS 1012180 0119
14	Amend Securities Insuring Agreement Rider	AXIS 1012188 0119
15	Notice of Loss by E-Mail Rider	AXIS 1012189 0119
16	Change of Ownership or Control Notice Rider	AXIS 1012191 0119
17	Amend Ownership or Covered Property Condition Rider	AXIS 1012199 0119
18	Stop Payment Order Liability Insuring Agreement Rider	AXIS 1012200 0119
19	Uncollectible Items of Deposit Insuring Agreement Rider	AXIS 1012202 0119
20	Amend Definition of Employee to Include Affiliated Persons Rider	AXIS 1012203 0119
21	Investment Company No Deductible Rider	AXIS 1012214 0119
22	New York Statutory Rider	AXIS 1012253 0119
23	Computer Systems Fraud Insuring Agreement Rider	AXIS 1012861 0221
24	Social Engineering Fraud Insuring Agreement With Official Authorization Rider	AXIS 1012863 0221
25	Amend Exclusion (M) Rider	AXIS 1012869 0421
26	Amend Definition of Property Rider (Does Not Include Non- Fungible Tokens)	AXIS 1012870 0521
27	New York Statutory Rider	SR 6180d 0709
28	Cryptocurrency Exclusion Rider	SR 6343 0321

 

 

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

 

 

GENERAL AGREEMENTS

 

 

CONDITIONS AND LIMITATIONS

 

 

 

 

 

 

In witness whereof, the Underwriter has caused this bond to be executed on the Declarations page.

 

 

 

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	Carlton W. Maner, President

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
1	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

AMEND NAMED INSURED RIDER

 

It is agreed that Item 1. Name of Insured (herein called Insured) of the Declarations is amended to include the following:

 

Rand BMP Swanson Holdings Corp.

Rand Capital Sub LLC

Rand Carolina Skiff Holdings Corp.

Rand DSD Holdings Corp.

Rand Filterworks Holdings Corp.

Rand ITA Holdings Corp.

Rand Somerset Holdings Corp.

 

All other provisions of the bond remain unchanged.

 

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
2	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

AUDIT EXPENSE INSURING AGREEMENT RIDER

 

AUDIT EXPENSE INSURING AGREEMENT COVERAGE SCHEDULE
Audit Expense Insuring Agreement Single Loss Limit of Liability	Audit Expense Insuring Agreement Single Loss Deductible
$10,000	$2,500

 

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:

 

	AUDIT EXPENSE
	Reasonable expenses incurred by the Insured for that part of the cost of audits or examinations required by any governmental regulatory authority to be conducted either by such authority or by an independent accountant by reason of the discovery of loss under Insuring Agreement (A) FIDELITY.

 

B.	The applicable Single Loss Limit of Liability and Single Loss Deductible for the Audit Expense Insuring Agreement are as set forth in the Declarations or in the above schedule. Such limit shall be part of, and not in addition to, the Single Loss Limit of Liability for Insuring Agreement (A) FIDELITY set forth in the Declarations.
C.	Paragraph (1) of Exclusion (u) shall not apply to the Audit Expense Insuring Agreement.
All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
3	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

CLAIM EXPENSE INSURING AGREEMENT RIDER

 

CLAIM EXPENSE INSURING AGREEMENT COVERAGE SCHEDULE
Claim Expense Insuring Agreement Single Loss Limit of Liability	Claim Expense Insuring Agreement Single Loss Deductible
$10,000	$2,500

 

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:
	CLAIM EXPENSE

 

Reasonable expenses necessarily incurred and paid by the Insured in preparing any valid claim for loss covered under this bond.

 

B.	The applicable Single Loss Limit of Liability and Single Loss Deductible for the Claim Expense Insuring Agreement are as set forth in the Declarations or in the above schedule. Such limit shall be part of, and not in addition to, the Single Loss Limit of Liability for the Insuring Agreement applicable to the loss that is the subject of the valid claim as set forth in the Claim Expense Insuring Agreement.
C.	Paragraph (1) of Exclusion (u) shall not apply to the Claim Expense Insuring Agreement.
All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
4	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

TELEFACSIMILE TRANSFER FRAUD INSURING AGREEMENT

WITH CALL BACK FOR TRANSFERS IN EXCESS OF THE DEDUCTIBLE RIDER

 

TELEFACSIMILE TRANSFER FRAUD INSURING AGREEMENT COVERAGE SCHEDULE
Telefacsimile Transfer Fraud Insuring Agreement Single Loss Limit of Liability	Telefacsimile Transfer Fraud Insuring Agreement Single Loss Deductible
$450,000	$15,000

 

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 new Insuring Agreement:
	TELEFACSIMILE TRANSFER FRAUD

 

Loss resulting directly from the Insured having, in good faith, transferred or delivered Funds or securities through a Computer System in reliance upon a fraudulent instruction received through a Telefacsimile Device, and which instruction:

 

(1)

purports and reasonably appears to have originated from:

 

	(a)	a Customer of the Insured;
	(b)	another financial institution; or
	(c)	another office of the Insured;
	but, in fact, was not originated by the Customer or entity whose identification it bears; and

 

	(2)	contains a valid test code which proves to have been used by a person who was not authorized to make use of it; and
	(3)	contains the name of a person authorized to initiate such transfer;
	provided that, if the transfer was in excess of the amount of the Telefacsimile Transfer Fraud Insuring Agreement Single Loss Deductible, the instruction was verified by a call-back according to a prearranged procedure.

 

B.	The applicable Single Loss Limit of Liability and Single Loss Deductible for the Telefacsimile Transfer Fraud Insuring Agreement are as set forth in the Declarations or in the above schedule.
C.	Solely with respect to the coverage provided by this Rider:

 

1.

The following Definitions are added:

 

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;

 

(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, and which is operated by the Insured, whether owned or leased; or which is identified in the application for this bond.

 

Computer System does not include any such computers, systems, software, devices, or networks acquired by the Insured through merger with or acquisition of another entity, or acquisition of the assets of another entity, unless the Insured:

 

(a)

provides the Underwriter with written notice of such merger or acquisition prior to the proposed effective date of such transaction;

 

(b)

obtains the written consent of the Underwriter to extend coverage under this bond to such computers, systems, software, devices, or networks; and

 

(c)

pays such additional premium as required by the Underwriter.

 

Customer means an entity or individual which has a written agreement with the Insured authorizing the Insured to rely on Telefacsimile Device instructions to initiate transfers and has provided the Insured with the names of persons authorized to initiate such transfers, and with which the Insured has established an instruction verification mechanism.

 

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.

 

Funds means money on deposit in an account.

 

Telefacsimile Device means a machine capable of sending or receiving a duplicate image of a document by means of electronic impulses transmitted through a telephone line and which reproduces the duplicate image on paper.

 

2. The following Exclusion is added:

 

This bond does not cover loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by the Telefacsimile Transfer Fraud Insuring Agreement and would be imposed on the Insured regardless of the existence of the contract.

 

D.	Proof of loss for a claim under the Telefacsimile Transfer Fraud Insuring Agreement must include a copy of the document reproduced by the Telefacsimile Device.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
5	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

VOICE INITIATED FUNDS TRANSFER FRAUD INSURING AGREEMENT
WITH CALL BACK FOR TRANSFERS IN EXCESS OF THE DEDUCTIBLE RIDER

 

VOICE INITIATED FUNDS TRANSFER FRAUD INSURING AGREEMENT COVERAGE SCHEDULE
Voice Initiated Funds Transfer Fraud Insuring Agreement Single Loss Limit of Liability	Voice Initiated Funds Transfer Fraud Insuring Agreement Single Loss Deductible
$450,000	$15,000

 

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 new Insuring Agreement:

  

VOICE INITIATED FUNDS TRANSFER FRAUD

 

Loss resulting directly from the Insured having, in good faith, transferred Funds from a Customer’s account to another financial institution for credit to a designated account in reliance upon a fraudulent voice instruction transmitted by telephone which was purported to be from:

 

(1)

an officer, director, partner, or employee of a Customer who was authorized by such Customer to instruct the Insured to make such transfer;

 

(2)

an individual person who is a Customer; or

 

(3)

an Employee in another office of the Insured who was authorized by the Insured to instruct other Employees to transfer Funds, and was received by an Employee specifically designated to receive and act upon such instructions;

 

but such voice instruction was, in fact, not from a person described in (1), (2), or (3) above; provided that

 

(i)

such voice instruction was electronically recorded by the Insured and any required passwords or code words were given; and

 

(ii)

if the transfer was in excess of the amount of the Voice Initiated Funds Transfer Fraud Insuring Agreement Single Loss Deductible, such voice instruction was verified by a call-back according to a prearranged procedure.

 

B.	The applicable Single Loss Limit of Liability and Single Loss Deductible for the Voice Initiated Funds Transfer Fraud Insuring Agreement are as set forth in the Declarations or in the above schedule.

 

C.	Solely with respect to the coverage provided by this Rider:

 

1. The following Definitions are added:

 

Customer means an entity or individual which has a written agreement with the Insured authorizing the Insured to rely on voice instructions to make transfers, and which has provided the Insured with the names of persons authorized to initiate such transfers, and with which the Insured has established an instruction verification mechanism.

 

Funds means money on deposit in an account.

 

 

 

2. The following Exclusion is added:

 

This bond does not cover loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by the Voice Initiated Funds Transfer Fraud Insuring Agreement and would be imposed on the Insured regardless of the existence of the contract.

 

D.	Proof of loss for a claim under the Voice Initiated Funds Transfer Fraud Insuring Agreement must include electronic recordings of such voice instructions and the verification call-back, if such call-back was required.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
6	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
7	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
8	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
9	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
10	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
11	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

GOVERNMENTAL OR REGULATORY AUTHORITY NOTIFICATION RIDER

 

SCHEDULE OF GOVERNMENTAL OR REGULATORY AUTHORITIES

Securities and Exchange Commission (“SEC”)

 

It is agreed that:

 

A.

In the event that this bond is cancelled, terminated, or Substantially Modified, the Underwriter agrees to use its best efforts to notify each governmental or regulatory authority identified in the above Schedule within 60 days following such cancellation, termination, or modification, whether such cancellation, termination, or modification is at the request of the Insured or the Underwriter. Failure on the part of the Underwriter to provide such notice shall not impair or delay the effectiveness of such cancellation, termination, or modification, nor shall the Underwriter be held liable in any way for such failure.

 

B.

For the purposes of this Rider, Substantially Modified means a change in the type or amount of fidelity bond coverage, or a change in the exclusions of this bond, or any change in the bond such that it no longer meets the requirements of the applicable laws or regulations of a governmental or regulatory authority identified in the above Schedule.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
12	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

UNAUTHORIZED SIGNATURES INSURING AGREEMENT RIDER

 

UNAUTHORIZED SIGNATURES INSURING AGREEMENT COVERAGE SCHEDULE
Unauthorized Signatures Insuring Agreement Single Loss Limit of Liability	Unauthorized Signatures Insuring Agreement Single Loss Deductible
$25,000	$2,500

 

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:

 

UNAUTHORIZED SIGNATURES

 

Loss resulting directly from the Insured having in good faith and in the ordinary course of business accepted from, paid to, or cashed for a person present on the premises of the Insured, any check, withdrawal order, or draft, made or drawn on a customer’s account, which bears the signature or endorsement of one other than a person whose name and signature is on the application on file with the Insured as a signatory on such account.

 

It shall be a condition precedent to the Insured’s right of recovery under this Insuring Agreement that the Insured shall have on file signatures of all persons who are authorized signatories on such account; and the Insured must maintain written instructions outlining the acceptance.

 

B.	The applicable Single Loss Limit of Liability and Single Loss Deductible for the Unauthorized Signatures Insuring Agreement are as set forth in the Declarations or in the above schedule.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
13	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
14	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

AMEND SECURITIES INSURING AGREEMENT RIDER

 

It is agreed that:

 

A.	Wherever the phrase ‘“Statement of Uncertificated Security of any Federal Reserve Bank of the United States” appears in this bond, it is deleted and replaced with the defined term “Statement of Uncertificated Security.”

 

B.	The phrase “Instruction to a Federal Reserve Bank of the United States” in paragraph (1) in Insuring Agreement E – Securities is deleted and replaced with the defined term “Instruction.”

 

C.	The definition of Property is amended by deleting the phrase “Uncertificated Securities of any Federal Reserve Bank of the United States” and replacing it with “Uncertificated Securities.”
D.	The Exclusion for loss involving any Uncertificated Security is deleted.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
15	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
16	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

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.

 

As used in this General Agreement, control shall have the meaning set forth in Section 2(a)(9) of the Investment Company Act of 1940, and means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. A change in ownership of voting securities of a company which results in direct or indirect ownership by a securities holder or an affiliated group of securities holders of more than 25% of such voting securities shall be presumed to result in a change in control for the purpose of giving the required notice.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
17	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
18	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

STOP PAYMENT ORDER LIABILITY INSURING AGREEMENT RIDER

 

STOP PAYMENT ORDER LIABILITY INSURING AGREEMENT COVERAGE SCHEDULE
Stop Payment Order Liability Insuring Agreement Single Loss Limit of Liability	Stop Payment Order Liability Insuring Agreement Single Loss Deductible
$25,000	$2,500

 

Information in the above schedule may also appear on the Declarations.

 

It is agreed that:

 

A.	The Section entitled INSURING AGREEMENTS is amended by the addition of the following new Insuring Agreement:

 

STOP PAYMENT ORDER LIABILITY

 

Loss resulting directly from the Insured’s legal liability for:

 

	(1)	compliance with or failure to comply with a request by a customer of the Insured, or such customer’s authorized agent, to stop payment on any draft made or drawn upon or against the Insured by such customer or such customer’s authorized agent; or

(2)

refusal to pay any draft made or drawn upon or against the Insured by a customer of the Insured or such customer’s authorized agent.

 

B.	The applicable Single Loss Limit of Liability and Single Loss Deductible for the Stop Payment Order Liability Insuring Agreement are as set forth in the Declarations or in the above schedule.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
19	12:01 a.m. on 07/31/2022	P-001-000157255-03	N/A

 

UNCOLLECTIBLE ITEMS OF DEPOSIT INSURING AGREEMENT RIDER

 

UNCOLLECTIBLE ITEMS OF DEPOSIT INSURING AGREEMENT COVERAGE SCHEDULE
Uncollectible Items of Deposit Insuring Agreement Single Loss Limit of Liability	Uncollectible Items of Deposit Insuring Agreement Single Loss Deductible
$25,000	$2,500

 

Information in the above schedule may also appear on the Declarations.

 

It is agreed that:

 

A.	The INSURING AGREEMENTS schedule is amended by the addition of the following new Insuring Agreement:

 

UNCOLLECTIBLE ITEMS OF DEPOSIT

 

Loss resulting directly from the Insured having, in good faith, credited its customer’s, shareholder’s or subscriber’s account of any item of deposit which proves to be uncollectible, provided that:

 

(1)

the item was held for a minimum of 5 days before any redemption, withdrawal, dividend payment or share issuance occurs with respect to that item of deposit; and

 

(2)

there was a redemption, withdrawal, dividend payment or share issuance with respect to that item of deposit. Items of Deposit shall not be deemed uncollectible until the Insured’s collection procedures have failed.

 

For the purposes of this Insuring Agreement, Item of Deposit means any one or more checks or drafts drawn upon a financial institution in the United States of America.

 

B.	The applicable Single Loss Limit of Liability and Single Loss Deductible for the Uncollectible Items of Deposit Insuring Agreement are as set forth in the Declarations or in the above schedule.

 

All other provisions of the bond remain unchanged.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
20	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

  

 

Rider Number	Effective Date of Rider	Bond Number	Premium
21	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

  

 

Rider Number	Effective Date of Rider	Bond Number	Premium
22	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
23	12:01 a.m. on 07/31/2022	P-001-000157255-03	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
$450,000	$15,000

 

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;

 

 

 

(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. “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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
24	12:01 a.m. on 07/31/2022	P-001-000157255-03	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	07/31/2021

 

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.

 

 

 

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.

 

 

 

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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
25	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
26	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
27	12:01 a.m. on 07/31/2022	P-001-000157255-03	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 issubject 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

 

(  )

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 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 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.

 

 

 

Rider Number	Effective Date of Rider	Bond Number	Premium
28	12:01 a.m. on 07/31/2022	P-001-000157255-03	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.

 

 

 

14 Lafayette Square, Suite 1405

Buffalo, NY 14203

 

CERTIFICATE OF SECRETARY

 

The undersigned, Margaret W. Brechtel, Executive Vice President, Chief Financial Officer and Secretary of Rand Capital Corporation, a New York corporation (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 as Exhibit A 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 Bond.
	4.	Premiums have been paid for the period July 31, 2022 to July 31, 2023.

 

IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 3rd day of August 2022.

 

	/s/ Margaret W. Brechtel
	Margaret W. Brechtel
	Chief Financial Officer and Secretary

 

 

Exhibit A

 

Rand Capital Corporation

 

Fidelity Bond

 

Board Resolution

 

April 21, 2022

 

WHEREAS, Section 17(g) of the Investment Company Act of 1940 (the “1940 Act”) and Rule 17g-1(a) promulgated thereunder, requires a Business Development Company (a “BDC”), such as Rand Capital Corporation (the “Corporation”), to provide and maintain a bond issued by a reputable fidelity insurance company to protect the assets of the Corporation against larceny and embezzlement.

 

WHEREAS, the Board of Directors of the Corporation, including the non-interested members of the Board of Directors, has considered the relevant factors in determining the bond to be provided.

 

WHEREAS, Rule 17g-1(d) promulgated under the 1940 Act requires that the Corporation provide a bond in the minimum amount of $450,000 if its gross assets are between $75 million and $100 million.

 

WHEREAS, the Corporation has identified that an insurance company who will provide a Financial Institution Bond protecting the Corporation with such coverage (the “Bond”), naming the Corporation as the insured.

 

WHEREAS, a majority of the Board of Directors of the Corporation who are not interested persons of the Corporation must approve the form and amount of the Bond.

 

NOW, THEREFORE, BE IT RESOLVED, that having considered the expected aggregate value of the securities and funds of the Corporation to which officers or employees of the Corporation may have access, 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 the Corporation, the nature and method of conducting the operations of the Corporation, and the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 promulgated thereunder, it is determined that the amount, type, form, premium, term and coverage of the Bond covering the Corporation in the amount of $450,000 are hereby approved;

 

FURTHER RESOLVED, that the officers of the Corporation be, and they hereby are, authorized to take all appropriate actions, with the advice of legal counsel to the Corporation, to provide and maintain the Bond on behalf of the Corporation.

 

These actions are taken this 21^st day of April 2022.