ICI MUTUAL INSURANCE
COMPANY,
a Risk
Retention Group
1401 H St. NW
Washington, DC 20005
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
1401 H St. NW
Washington, DC 20005
DECLARATIONS
NOTICE
This policy is issued by your risk retention group. Your risk
retention group may not be subject to all of the insurance laws and
regulations of your state. State insurance insolvency guaranty
funds are not available for your risk retention group.
ITEM 1. |
Name of Insured (the
“Insured”) |
|
Bond Number |
|
Tekla Capital Management
LLC |
|
03660122B |
|
|
Principal Office: |
Mailing Address: |
|
100 Federal Street, 19th
Floor |
100 Federal Street, 19th
Floor |
|
Boston, MA 02110 |
Boston, MA 02110 |
Item
2. Bond Period: from 12:01 a.m. on
July 1,
2022 , to 12:01 a.m. on
July 1,
2023 , or the earlier
effective date of the termination of this Bond, standard time at
the Principal Office as to each of said dates. |
Item
3. |
Limit
of Liability— |
|
Subject
to Sections 9, 10 and 12 hereof: |
|
|
|
LIMIT OF
LIABILITY
|
DEDUCTIBLE
AMOUNT
|
|
Insuring Agreement A- |
FIDELITY |
$4,150,000
|
$25,000 |
|
Insuring Agreement B- |
AUDIT EXPENSE |
$50,000 |
$5,000 |
|
Insuring Agreement C- |
ON
PREMISES |
$4,150,000 |
$25,000 |
|
Insuring Agreement D- |
IN
TRANSIT |
$4,150,000 |
$25,000 |
|
Insuring Agreement E- |
FORGERY OR ALTERATION |
$4,150,000
|
$25,000 |
|
Insuring Agreement F- |
SECURITIES |
$4,150,000 |
$25,000 |
|
Insuring Agreement G- |
COUNTERFEIT CURRENCY |
$4,150,000 |
$25,000 |
|
Insuring Agreement H- |
UNCOLLECTIBLE ITEMS OF
DEPOSIT |
$25,000 |
$5,000 |
|
Insuring Agreement I- |
PHONE/ELECTRONIC
TRANSACTIONS |
Not Applicable |
Not Applicable |
|
|
|
|
|
|
If “Not Covered” is
inserted opposite any Insuring Agreement above, such Insuring
Agreement and any reference thereto shall be deemed to be deleted
from this Bond. |
|
|
|
OPTIONAL INSURING
AGREEMENTS ADDED BY RIDER: |
|
|
|
Insuring Agreement J- |
COMPUTER SECURITY |
$4,150,000 |
$25,000 |
|
Insuring Agreement M- |
SOCIAL ENGINEERING
FRAUD |
$1,000,000 |
$25,000 |
Item 4. |
Offices or Premises Covered--All the
Insured’s offices or other premises in existence at the time this
Bond becomes effective are covered under this Bond, except the
offices or other premises excluded by Rider. Offices or other
premises acquired or established after the effective date of this
Bond are covered subject to the terms of General Agreement
A. |
Item 5. |
The liability of ICI Mutual Insurance
Company, a Risk Retention Group (the “Underwriter”) is subject to
the terms of the following Riders attached hereto: |
|
|
|
Riders:
1-2-3-4-5-6-7 |
|
|
|
and of all Riders applicable to this
Bond issued during the Bond Period. |
By: |
/S/
Swenitha Nalli |
|
By: |
/S/
Catherine Dalton |
|
Authorized
Representative |
|
|
Authorized
Representative |
INVESTMENT COMPANY BLANKET
BOND
NOTICE
This policy is issued by your risk
retention group. Your risk retention group may not be subject to
all of the insurance laws and regulations of your state. State
insurance insolvency guaranty funds are not available for your risk
retention group.
ICI Mutual Insurance Company, a Risk
Retention Group (the “Underwriter”), in consideration of an agreed
premium, and in reliance upon the Application and all other
information furnished to the Underwriter by the Insured, and
subject to and in accordance with the Declarations, General
Agreements, Provisions, Conditions and Limitations and other terms
of this bond (including all riders hereto) (“Bond”), to the extent
of the Limit of Liability and subject to the Deductible Amount,
agrees to indemnify the Insured for the loss, as described in the
Insuring Agreements, sustained by the Insured at any time but
discovered during the Bond Period.
INSURING AGREEMENTS
Loss resulting directly from any
Dishonest or Fraudulent Act committed by an Employee, committed
anywhere and whether committed alone or in collusion with other
persons (whether or not Employees), during the time such Employee
has the status of an Employee as defined herein, and even if such
loss is not discovered until after he or she ceases to be an
Employee; and EXCLUDING loss covered under Insuring Agreement
B.
Expense incurred by the Insured for
that part of the costs of audits or examinations required by any
governmental regulatory authority or Self-Regulatory Organization
to be conducted by such authority or Organization or by an
independent accountant or other person, by reason of the discovery
of loss sustained by the Insured and covered by this
Bond.
Loss of Property resulting directly
from any Mysterious Disappearance, or any Dishonest or Fraudulent
Act committed by a person physically present in an office or on the
premises of the Insured at the time the Property is surrendered,
while the Property is (or reasonably supposed or believed by the
Insured to be) lodged or deposited within the Insured’s offices or
premises located anywhere, except those offices excluded by Rider;
and EXCLUDING loss covered under Insuring Agreement A.
Loss of Property resulting directly
from any Mysterious Disappearance or Dishonest or Fraudulent Act
while the Property is physically (not electronically) in transit
anywhere in the custody of any person authorized by an Insured to
act as a messenger, except while in the mail or with a carrier for
hire (other than a Security Company); and EXCLUDING loss covered
under Insuring Agreement A. Property is “in transit” beginning
immediately upon receipt of such Property by the transporting
person and ending immediately upon delivery to the designated
recipient or its agent, but only while the Property is being
conveyed.
Loss resulting directly from the
Insured having, in good faith, paid or transferred any Property in
reliance upon any Written, Original:
|
(1) |
bills of exchange, checks, drafts, or other
written orders or directions to pay sums certain in money,
acceptances, certificates of deposit, due bills, money orders,
warrants, orders upon public treasuries, or letters of credit;
or |
|
(2) |
instructions, requests or applications directed
to the Insured, authorizing or acknowledging the transfer, payment,
redemption, delivery or receipt of money or Property, or giving
notice of any bank account (provided such instructions or requests
or applications purport to have been signed or endorsed by (a) any
customer of the Insured, or (b) any shareholder of or subscriber to
shares issued by any Investment Company, or (c) any financial or
banking institution or stockbroker, and further provided such
instructions, requests, or applications either bear the forged
signature or endorsement or have been altered without the knowledge
and consent of such customer, such shareholder or subscriber to
shares issued by an Investment Company, or such financial or
banking institution or stockbroker); or |
|
(3) |
withdrawal orders or receipts for the withdrawal
of Property, or receipts or certificates of deposit for Property
and bearing the name of the Insured as issuer or of another
Investment Company for which the Insured acts as agent; |
which bear (a) a Forgery, or (b) an
Alteration, but only to the extent that the Forgery or Alteration
directly causes the loss.
Actual physical possession by the
Insured or its authorized representative of the items listed in
(1) through (3) above is a condition precedent to the Insured
having relied upon the items.
This Insuring Agreement E does not
cover loss caused by Forgery or Alteration of Securities or loss
covered under Insuring Agreement A.
Loss resulting directly from the
Insured, in good faith, in the ordinary course of business, and in
any capacity whatsoever, whether for its own account or for the
account of others, having acquired, accepted or received, or sold
or delivered, or given any value, extended any credit or assumed
any liability in reliance on any Written, Original Securities,
where such loss results from the fact that such Securities prove
to:
|
(1) |
be Counterfeit, but only to the extent that the
Counterfeit directly causes the loss, or |
|
(2) |
be lost or stolen, or |
|
(3) |
contain a Forgery or Alteration, but only to the
extent the Forgery or Alteration directly causes the
loss, |
and notwithstanding whether or not
the act of the Insured causing such loss violated the constitution,
by-laws, rules, or regulations of any Self-Regulatory Organization,
whether or not the Insured was a member thereof.
This Insuring Agreement F does not
cover loss covered under Insuring Agreement A.
Actual physical possession by the
Insured or its authorized representative of the Securities is a
condition precedent to the Insured having relied upon the
Securities.
Loss resulting directly from the
receipt by the Insured, in good faith of any Counterfeit
Currency.
This Insuring Agreement G does not
cover loss covered under Insuring Agreement A.
H. |
UNCOLLECTIBLE ITEMS OF DEPOSIT |
Loss resulting directly from the
payment of dividends, issuance of Fund shares or redemptions or
exchanges permitted from an account with the Fund as a consequence
of
|
(1) |
uncollectible Items of Deposit of a Fund’s
customer, shareholder or subscriber credited by the Insured or its
agent to such person’s Fund account, or |
|
(2) |
any Item of Deposit processed through an
automated clearing house which is reversed by a Fund’s customer,
shareholder or subscriber and is deemed uncollectible by the
Insured; |
PROVIDED, that (a) Items of Deposit
shall not be deemed uncollectible until the Insured’s collection
procedures have failed, (b) exchanges of shares between Funds with
exchange privileges shall be covered hereunder only if all such
Funds are insured by the Underwriter for uncollectible Items of
Deposit, and (c) the Insured Fund shall have implemented and
maintained a policy to hold Items of Deposit for the minimum number
of days stated in its Application (as amended from time to time)
before paying any dividend or permitting any withdrawal with
respect to such Items of Deposit (other than exchanges between
Funds). Regardless of the number of transactions between Funds in
an exchange program, the minimum number of days an Item of Deposit
must be held shall begin from the date the Item of Deposit was
first credited to any Insured Fund.
This Insuring Agreement H does not
cover loss covered under Insuring Agreement A.
I. |
PHONE/ELECTRONIC TRANSACTIONS |
Loss resulting directly from a
Phone/Electronic Transaction, where the request for such
Phone/Electronic Transaction:
|
(1) |
is transmitted to the Insured or its agents by
voice over the telephone or by Electronic Transmission;
and |
|
(2) |
is made by an individual purporting to be a Fund
shareholder or subscriber or an authorized agent of a Fund
shareholder or subscriber; and |
|
(3) |
is unauthorized or fraudulent and is made with
the manifest intent to deceive; |
PROVIDED, that the entity receiving
such request generally maintains and follows during the Bond Period
all Phone/Electronic Transaction Security Procedures with respect
to all Phone/Electronic Transactions; and
EXCLUDING loss resulting
from:
|
(1) |
the failure to pay for shares attempted to be
purchased; or |
|
(2) |
any redemption of Investment Company shares which
had been improperly credited to a shareholder’s account where such
shareholder (a) did not cause, directly or indirectly, such shares
to be credited to such account, and (b) directly or indirectly
received any proceeds or other benefit from such redemption;
or |
|
(3) |
any redemption of shares issued by an Investment
Company where the proceeds of such redemption were requested (i) to
be paid or made payable to other than an Authorized Recipient or an
Authorized Bank Account or (ii) to be sent to other than an
Authorized Address; |
|
(4) |
the intentional failure to adhere to one or more
Phone/Electronic Transaction Security Procedures; or |
|
(5) |
a Phone/Electronic Transaction request
transmitted by electronic mail or transmitted by any method not
subject to the Phone/Electronic Transaction Security Procedures;
or |
|
(6) |
the failure or circumvention of any physical or
electronic protection device, including any firewall, that imposes
restrictions on the flow of electronic traffic in or out of any
Computer System. |
This Insuring Agreement I does not
cover loss covered under Insuring Agreement A, “Fidelity” or
Insuring Agreement J, “Computer Security”.
GENERAL AGREEMENTS
A. |
ADDITIONAL OFFICES OR EMPLOYEES—CONSOLIDATION OR
MERGER—NOTICE |
|
1. |
Except as provided in paragraph 2 below, this
Bond shall apply to any additional office(s) established by the
Insured during the Bond Period and to all Employees during the Bond
Period, without the need to give notice thereof or pay additional
premiums to the Underwriter for the Bond Period. |
|
2. |
If during the Bond Period an Insured Investment
Company shall merge or consolidate with an institution in which
such Insured is the surviving entity, or purchase substantially all
the assets or capital stock of another institution, or acquire or
create a separate investment portfolio, and shall within sixty (60)
days notify the Underwriter thereof, then this Bond shall
automatically apply to the Property and Employees resulting from
such merger, consolidation, acquisition or creation from the date
thereof; provided, that the Underwriter may make such coverage
contingent upon the payment of an additional premium. |
No statement made by or on behalf of
the Insured, whether contained in the Application or otherwise,
shall be deemed to be an absolute warranty, but only a warranty
that such statement is true to the best of the knowledge of the
person responsible for such statement.
C. |
COURT COSTS AND ATTORNEYS’ FEES |
The Underwriter will indemnify the
Insured against court costs and reasonable attorneys’ fees incurred
and paid by the Insured in defense of any legal proceeding brought
against the Insured seeking recovery for any loss which, if
established against the Insured, would constitute a loss covered
under the terms of this Bond; provided, however, that with respect
to Insuring Agreement A this indemnity shall apply only in the
event that:
|
1. |
an Employee admits to having committed or is
adjudicated to have committed a Dishonest or Fraudulent Act which
caused the loss; or |
|
2. |
in the absence of such an admission or
adjudication, an arbitrator or arbitrators acceptable to the
Insured and the Underwriter concludes, after a review of an agreed
statement of facts, that an Employee has committed a Dishonest or
Fraudulent Act which caused the loss. |
The Insured shall promptly give
notice to the Underwriter of any such legal proceeding and upon
request shall furnish the Underwriter with copies of all pleadings
and other papers therein. At the Underwriter’s election the Insured
shall permit the Underwriter to conduct the defense of such legal
proceeding in the Insured’s name, through attorneys of the
Underwriter’s selection. In such event, the Insured shall give all
reasonable information and assistance which the Underwriter shall
deem necessary to the proper defense of such legal
proceeding.
If the amount of the Insured’s
liability or alleged liability in any such legal proceeding is
greater than the amount which the Insured would be entitled to
recover under this Bond (other than pursuant to this General
Agreement C), or if a Deductible Amount is applicable, or both, the
indemnity liability of the Underwriter under this General Agreement
C is limited to the proportion of court costs and attorneys’ fees
incurred and paid by the Insured or by the Underwriter that the
amount which the Insured would be entitled to recover under this
Bond (other than pursuant to this General Agreement C) bears to the
sum of such amount plus the amount which the Insured is not
entitled to recover. Such indemnity shall be in addition to the
Limit of Liability for the applicable Insuring
Agreement.
This Bond shall be interpreted with
due regard to the purpose of fidelity bonding under Rule 17g-1
under the Investment Company Act of 1940 (i.e., to protect innocent
third parties from harm) and to the structure of the investment
management industry (in which a loss of Property resulting from a
cause described in any Insuring Agreement ordinarily gives rise to
a potential legal liability on the part of the Insured), such that
the term “loss” as used herein shall include an Insured’s legal
liability for direct compensatory damages resulting directly from a
misappropriation, or measurable diminution in value, of
Property.
THIS BOND, INCLUDING THE FOREGOING
INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION 1.
DEFINITIONS
The following terms used in this Bond
shall have the meanings stated in this Section:
A. |
“Alteration” means the marking, changing
or altering in a material way of the terms, meaning or legal effect
of a document with the intent to deceive. |
B. |
“Application” means the Insured’s
application (and any attachments and materials submitted in
connection therewith) furnished to the Underwriter for this
Bond. |
C. |
“Authorized Address” means (1) any
Officially Designated address to which redemption proceeds may be
sent, (2) any address designated in writing (not to include
Electronic Transmission) by the Shareholder of Record and received
by the Insured at least one (1) day prior to the effective date of
such designation, or (3) any address designated by voice over the
telephone or by Electronic Transmission by the Shareholder of
Record at least 15 days prior to the effective date of such
designation. |
D. |
“Authorized Bank Account” means any
Officially Designated bank account to which redemption proceeds may
be sent. |
E. |
“Authorized Recipient” means (1) the
Shareholder of Record, or (2) any other Officially Designated
person to whom redemption proceeds may be sent. |
F. |
“Computer System” means (1) computers with
related peripheral components, including storage components, (2)
systems and applications software, (3) terminal devices, (4)
related communications networks or customer communication systems,
and (5) related electronic funds transfer systems; by which data or
monies are electronically collected, transmitted, processed, stored
or retrieved. |
G. |
“Counterfeit” means a Written imitation of
an actual valid Original which is intended to deceive and to be
taken as the Original. |
H. |
“Cryptocurrency” means a digital or
electronic medium of exchange, operating independently of a central
bank, in which encryption techniques are used to regulate
generation of units and to verify transfer of units from one person
to another. |
I. |
“Currency” means a medium of exchange in
current use authorized or adopted by a domestic or foreign
government as part of its official currency. |
J. |
“Deductible Amount” means, with respect to
any Insuring Agreement, the amount set forth under the heading
“Deductible Amount” in Item 3 of the Declarations or in any Rider
for such Insuring Agreement, applicable to each Single Loss covered
by such Insuring Agreement. |
K. |
“Depository” means any “securities
depository” (other than any foreign securities depository) in which
an Investment Company may deposit its Securities in accordance with
Rule 17f-4 under the Investment Company Act of 1940. |
L. |
“Dishonest or Fraudulent Act” means any
dishonest or fraudulent act, including “larceny and embezzlement”
as defined in Section 37 of the Investment Company Act of 1940,
committed with the conscious manifest intent (1) to cause the
Insured to sustain a loss and (2) to obtain an improper financial
benefit for the perpetrator or any other person or entity. A
Dishonest or Fraudulent Act does not mean or include a reckless
act, a negligent act, or a grossly negligent act. As used in this
definition, “improper financial benefit” does not include any
employee benefits received in the course of employment, including
salaries, commissions, fees, bonuses, promotions, awards, profit
sharing or pensions. |
M. |
“Electronic Transmission” means any
transmission effected by electronic means, including but not
limited to a transmission effected by telephone tones,
Telefacsimile, wireless device, or over the Internet. |
|
(1) |
each officer, director, trustee, partner or
employee of the Insured, and |
|
(2) |
each officer, director, trustee, partner or
employee of any predecessor of the Insured whose principal assets
are acquired by the Insured by consolidation or merger with, or
purchase of assets or capital stock of, such predecessor,
and |
|
(3) |
each attorney performing legal services for the
Insured and each employee of such attorney or of the law firm of
such attorney while performing services for the Insured,
and |
|
(4) |
each student who is an authorized intern of the
Insured, while in any of the Insured’s offices, and |
|
(5) |
each officer, director, trustee, partner or
employee of |
|
(a) |
an investment adviser, |
|
(b) |
an underwriter (distributor), |
|
(c) |
a transfer agent or shareholder accounting
recordkeeper, or |
|
(d) |
an administrator authorized by written agreement
to keep financial and/or other required records, |
for an Investment Company named as an
Insured, BUT ONLY while (i) such officer, partner or employee is
performing acts coming within the scope of the usual duties of an
officer or employee of an Insured, or (ii) such officer, director,
trustee, partner or employee is acting as a member of any committee
duly elected or appointed to examine or audit or have custody of or
access to the Property of the Insured, or (iii) such director or
trustee (or anyone acting in a similar capacity) is acting outside
the scope of the usual duties of a director or trustee; PROVIDED,
that the term “Employee” shall not include any officer, director,
trustee, partner or employee of a transfer agent, shareholder
accounting recordkeeper or administrator (x) which is not an
“affiliated person” (as defined in Section 2(a) of the Investment
Company Act of 1940) of an Investment Company named as an Insured
or of the adviser or underwriter of such Investment Company, or (y)
which is a “Bank” (as defined in Section 2(a) of the Investment
Company Act of 1940), and
|
(6) |
each individual assigned, by contract or by any
agency furnishing temporary personnel, in either case on a
contingent or part-time basis, to perform the usual duties of an
employee in any office of the Insured, and |
|
(7) |
each individual assigned to perform
the usual duties of an employee or officer of any entity authorized
by written agreement with the Insured to perform services as
electronic data processor of checks or other accounting records of
the Insured, but excluding a processor which acts as transfer agent
or in any other agency capacity for the Insured in issuing checks,
drafts or securities, unless included under subsection (5) hereof,
and |
|
(8) |
each officer, partner or employee of |
|
(a) |
any Depository or Exchange, |
|
(b) |
any nominee in whose name is
registered any Security included in the systems for the central
handling of securities established and maintained by any
Depository, and |
|
(c) |
any recognized service company
which provides clerks or other personnel to any Depository or
Exchange on a contract basis, |
while such officer, partner or employee is performing services for
any Depository in the operation of systems for the central handling
of securities, and
|
(9) |
in the case of an Insured which is
an “employee benefit plan” (as defined in Section 3 of the Employee
Retirement Income Security Act of 1974 (“ERISA”)) for officers,
directors or employees of another Insured (“In-House Plan”), any
“fiduciary” or other “plan official” (within the meaning of Section
412 of ERISA) of such In-House Plan, provided that such fiduciary
or other plan official is a director, partner, officer, trustee or
employee of an Insured (other than an In-House Plan). |
Each employer of temporary personnel and each entity referred to in
subsections (6) and (7) and their respective partners, officers and
employees shall collectively be deemed to be one person for all the
purposes of this Bond.
Brokers, agents, independent contractors, or representatives of the
same general character shall not be considered Employees, except as
provided in subsections (3), (6), and (7).
|
O. |
“Exchange” means any national securities
exchange registered under the Securities Exchange Act of
1934. |
|
P. |
“Forgery” means the physical signing on a
document of the name of another person with the intent to deceive.
A Forgery may be by means of mechanically reproduced facsimile
signatures as well as handwritten signatures. Forgery does not
include the signing of an individual’s own name, regardless of such
individual’s authority, capacity or purpose. |
|
Q. |
“Items of Deposit” means one or more
checks or drafts. |
|
R. |
“Investment Company” or “Fund”
means an investment company registered under the Investment Company
Act of 1940. |
|
S. |
“Limit of Liability” means, with respect
to any Insuring Agreement, the limit of liability of the
Underwriter for any Single Loss covered by such Insuring Agreement
as set forth under the heading “Limit of Liability” in Item 3 of
the Declarations or in any Rider for such Insuring
Agreement. |
|
T. |
“Mysterious Disappearance” means any
disappearance of Property which, after a reasonable investigation
has been conducted, cannot be explained. |
|
U. |
“Non-Fund” means any corporation, business
trust, partnership, trust or other entity which is not an
Investment Company. |
|
V. |
“Officially Designated” means designated
by the Shareholder of Record: |
|
(1) |
in the initial account
application, |
|
(2) |
in writing accompanied by a
signature guarantee, or |
|
(3) |
in writing or by Electronic
Transmission, where such designation is verified via a callback to
the Shareholder of Record by the Insured at a predetermined
telephone number provided by the Shareholder of Record to the
Insured in writing at least 30 days prior to such callback. |
|
W. |
“Original” means the first rendering or
archetype and does not include photocopies or electronic
transmissions even if received and printed. |
|
X. |
“Phone/Electronic Transaction” means any
(1) redemption of shares issued by an Investment Company, (2)
election concerning dividend options available to Fund
shareholders, (3) exchange of shares in a registered account of one
Fund into shares in an identically registered account of another
Fund in the same complex pursuant to exchange privileges of the two
Funds, or (4) purchase of shares issued by an Investment Company,
which redemption, election, exchange or purchase is requested by
voice over the telephone or through an Electronic
Transmission. |
|
Y. |
“Phone/Electronic Transaction Security
Procedures” means security procedures for Phone/Electronic
Transactions as set forth in the Application and/or as otherwise
provided in writing to the Underwriter. |
|
Z. |
“Property” means the following tangible
items: money, postage and revenue stamps, precious metals,
Securities, bills of exchange, acceptances, checks, drafts, or
other written orders or directions to pay sums certain in money,
certificates of deposit, due bills, money orders, letters of
credit, financial futures contracts, conditional sales contracts,
abstracts of title, insurance policies, deeds, mortgages, and
assignments of any of the foregoing, and other valuable papers,
including books of account and other records used by the Insured in
the conduct of its business, and all other instruments similar to
or in the nature of the foregoing (but excluding all data
processing records), (1) in which the Insured has a legally
cognizable interest, (2) in which the Insured acquired or should
have acquired such an interest by reason of a predecessor’s
declared financial condition at the time of the Insured’s
consolidation or merger with, or purchase of the principal assets
of, such predecessor or (3) which are held by the Insured for any
purpose or in any capacity. |
|
AA. |
“Securities” means original negotiable or
non-negotiable agreements or instruments which represent an
equitable or legal interest, ownership or debt (including stock
certificates, bonds, promissory notes, and assignments thereof),
which are in the ordinary course of business transferable by
physical delivery with appropriate endorsement or assignment.
“Securities” does not include bills of exchange, acceptances,
certificates of deposit, checks, drafts, or other written orders or
directions to pay sums certain in money, due bills, money orders,
or letters of credit. |
|
BB. |
“Security Company” means an entity which
provides or purports to provide the transport of Property by secure
means, including, without limitation, by use of armored vehicles or
guards. |
|
CC. |
“Self-Regulatory Organization” means any
association of investment advisers or securities dealers registered
under the federal securities laws, or any Exchange. |
|
DD. |
“Shareholder of Record” means the record
owner of shares issued by an Investment Company or, in the case of
joint ownership of such shares, all record owners, as designated
(1) in the initial account application, or (2) in writing
accompanied by a signature guarantee, or (3) pursuant to procedures
as set forth in the Application and/or as otherwise provided in
writing to the Underwriter. |
|
(1) |
all loss caused by any one act
(other than a Dishonest or Fraudulent Act) committed by one person,
or |
|
(2) |
all loss caused by Dishonest or
Fraudulent Acts committed by one person, or |
|
(3) |
all expenses incurred with respect
to any one audit or examination, or |
|
(4) |
all loss caused by any one
occurrence or event other than those specified in subsections
(1) through (3) above. |
All acts or omissions of one or more persons which directly or
indirectly aid or, by failure to report or otherwise, permit the
continuation of an act referred to in subsections (1) and (2) above
of any other person shall be deemed to be the acts of such other
person for purposes of this subsection.
All acts or occurrences or events which have as a common nexus any
fact, circumstance, situation, transaction or series of facts,
circumstances, situations, or transactions shall be deemed to be
one act, one occurrence, or one event.
|
FF. |
“Telefacsimile” means a system of
transmitting and reproducing fixed graphic material (as, for
example, printing) by means of signals transmitted over telephone
lines or over the Internet. |
|
GG. |
“Written” means expressed through letters
or marks placed upon paper and visible to the eye. |
THIS BOND DOES NOT COVER:
|
A. |
Loss resulting from (1) riot or
civil commotion outside the United States of America and Canada, or
(2) war, revolution, insurrection, action by armed forces, or
usurped power, wherever occurring; except if such loss occurs while
the Property is in transit, is otherwise covered under Insuring
Agreement D, and when such transit was initiated, the Insured or
any person initiating such transit on the Insured’s behalf had no
knowledge of such riot, civil commotion, war, revolution,
insurrection, action by armed forces, or usurped power. |
|
B. |
Loss
in time of peace or war resulting from nuclear fission or fusion or
radioactivity, or biological or chemical agents or hazards, or
fire, smoke, or explosion, or the effects of any of the
foregoing. |
|
C. |
Loss
resulting from any Dishonest or Fraudulent Act committed by any
person while acting in the capacity of a member of the Board of
Directors or any equivalent body of the Insured or of any other
entity. |
|
D. |
Loss
resulting from any nonpayment or other default of any loan or
similar transaction made by the Insured or any of its partners,
directors, officers or employees, whether or not authorized and
whether procured in good faith or through a Dishonest or Fraudulent
Act, unless such loss is otherwise covered under Insuring Agreement
A, E, or F. |
|
E. |
Loss
resulting from any violation by the Insured or by any Employee of
any law, or any rule or regulation pursuant thereto or adopted by a
Self-Regulatory Organization, regulating the issuance, purchase or
sale of securities, securities transactions upon security exchanges
or over the counter markets, Investment Companies, or investment
advisers, unless such loss, in the absence of such law, rule or
regulation, would be covered under Insuring Agreement A, E, or
F. |
|
F. |
Loss
resulting from Property that is the object of a Dishonest or
Fraudulent Act or Mysterious Disappearance while in the custody of
any Security Company, unless such loss is covered under this Bond
and is in excess of the amount recovered or received by the Insured
under (1) the Insured’s contract with such Security Company, and
(2) insurance or indemnity of any kind carried by such Security
Company for the benefit of, or otherwise available to, users of its
service, in which case this Bond shall cover only such excess,
subject to the applicable Limit of Liability and Deductible
Amount. |
|
G. |
Potential income, including but not limited to
interest and dividends, not realized by the Insured because of a
loss covered under this Bond, except when covered under Insuring
Agreement H. |
|
H. |
Loss
in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages, or (2) taxes,
fines, or penalties, including without limitation two-thirds of
treble damage awards pursuant to judgments under any statute or
regulation. |
|
I. |
Loss
resulting from the surrender of Property away from an office of the
Insured as a result of kidnap, ransom, or extortion, or a
threat |
|
(1) |
to do bodily harm to any person,
except where the Property is in transit in the custody of any
person acting as messenger as a result of a threat to do bodily
harm to such person, if the Insured had no knowledge of such threat
at the time such transit was initiated, or |
|
(2) |
to do damage to the premises or
Property of the Insured, |
unless such loss is otherwise covered under Insuring Agreement
A.
|
J. |
All
costs, fees, and other expenses incurred by the Insured in
establishing the existence of or amount of loss covered under this
Bond, except to the extent certain audit expenses are covered under
Insuring Agreement B. |
|
K. |
Loss
resulting from payments made to or withdrawals from any account,
involving funds erroneously credited to such account, unless such
loss is otherwise covered under Insuring Agreement A. |
|
L. |
Loss
resulting from uncollectible Items of Deposit which are drawn upon
a financial institution outside the United States of America, its
territories and possessions, or Canada. |
|
M. |
Loss
resulting from the Dishonest or Fraudulent Acts or other acts or
omissions of an Employee primarily engaged in the sale of shares
issued by an Investment Company to persons other than (1) a person
registered as a broker under the Securities Exchange Act of 1934 or
(2) an “accredited investor” as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, which is not an
individual. |
|
N. |
Loss
resulting from the use of credit, debit, charge, access,
convenience, identification, cash management or other cards,
whether such cards were issued or purport to have been issued by
the Insured or by anyone else, unless such loss is otherwise
covered under Insuring Agreement A. |
|
O. |
Loss
resulting from any purchase, redemption or exchange of securities
issued by an Investment Company or other Insured, or any other
instruction, request, acknowledgement, notice or transaction
involving securities issued by an Investment Company or other
Insured or the dividends in respect thereof, when any of the
foregoing is requested, authorized or directed or purported to be
requested, authorized or directed by voice over the telephone or by
Electronic Transmission, unless such loss is otherwise covered
under Insuring Agreement A or Insuring Agreement I. |
|
P. |
Loss
resulting from any Dishonest or Fraudulent Act or committed by an
Employee as defined in Section 1.N(2), unless such loss (1) could
not have been reasonably discovered by the due diligence of the
Insured at or prior to the time of acquisition by the Insured of
the assets acquired from a predecessor, and (2) arose out of a
lawsuit or valid claim brought against the Insured by a person
unaffiliated with the Insured or with any person affiliated with
the Insured. |
|
Q. |
Loss
resulting from the unauthorized entry of data into, or the deletion
or destruction of data in, or the change of data elements or
programs within, any Computer System, unless such loss is otherwise
covered under Insuring Agreement A. |
|
R. |
Loss
resulting from the theft, disappearance, destruction, disclosure,
or unauthorized use of confidential or personal information
(including, but not limited to, trade secrets, personal shareholder
or client information, shareholder or client lists, personally
identifiable financial or medical information, intellectual
property, or any other type of non-public information), whether
such information is owned by the Insured or held by the Insured in
any capacity (including concurrently with another person);
provided, however, this exclusion shall not apply to loss arising
out of the use of such information to support or facilitate the
commission of an act otherwise covered by this Bond. |
|
S. |
All
costs, fees, and other expenses arising from a data security breach
or incident, including, but not limited to, forensic audit
expenses, fines, penalties, expenses to comply with federal and
state laws and expenses related to notifying affected
individuals. |
|
T. |
Loss
resulting from vandalism or malicious mischief. |
|
U. |
Loss
resulting from the theft, disappearance, or destruction of
Cryptocurrency or from the change in value of Cryptocurrency,
unless such loss (1) is sustained by any investment company
registered under the Investment Company Act of 1940 that is named
as an Insured and (2) is otherwise covered under Insuring Agreement
A. |
|
SECTION 3. |
ASSIGNMENT OF RIGHTS |
Upon payment to the Insured hereunder for any loss, the Underwriter
shall be subrogated to the extent of such payment to all of the
Insured’s rights and claims in connection with such loss; provided,
however, that the Underwriter shall not be subrogated to any such
rights or claims one named Insured under this Bond may have against
another named Insured under this Bond. At the request of the
Underwriter, the Insured shall execute all assignments or other
documents and take such action as the Underwriter may deem
necessary or desirable to secure and perfect such rights and
claims, including the execution of documents necessary to enable
the Underwriter to bring suit in the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind
the Underwriter without the Underwriter’s written consent.
|
SECTION 4. |
LOSS—NOTICE—PROOF—LEGAL PROCEEDINGS |
This Bond is for the use and benefit only of the Insured and the
Underwriter shall not be liable hereunder to anyone other than the
Insured. As soon as practicable and not more than sixty (60) days
after discovery of any loss covered hereunder, the Insured shall
give the Underwriter written notice thereof and, as soon as
practicable and within one year after such discovery, shall also
furnish to the Underwriter affirmative proof of loss with full
particulars. The Underwriter may extend the sixty-day notice period
or the one-year proof of loss period if the Insured requests an
extension and shows good cause therefor.
The Insured shall provide the Underwriter with such information,
assistance, and cooperation as the Underwriter may reasonably
request.
See also General Agreement C (Court Costs and Attorneys’ Fees).
The Underwriter shall not be liable hereunder for loss of
Securities unless each of the Securities is identified in such
proof of loss by a certificate or bond number or by such
identification means as the Underwriter may require. The
Underwriter shall have a reasonable period after receipt of a
proper affirmative proof of loss within which to investigate the
claim, but where the Property is Securities and the loss is clear
and undisputed, settlement shall be made within forty-eight (48)
hours even if the loss involves Securities of which duplicates may
be obtained.
The Insured shall not bring legal proceedings against the
Underwriter to recover any loss hereunder prior to sixty (60) days
after filing such proof of loss or subsequent to twenty-four (24)
months after the discovery of such loss or, in the case of a legal
proceeding to recover hereunder on account of any judgment against
the Insured in or settlement of any suit mentioned in General
Agreement C or to recover court costs or attorneys’ fees paid in
any such suit, twenty-four (24) months after the date of the final
judgment in or settlement of such suit. If any limitation in this
Bond is prohibited by any applicable law, such limitation shall be
deemed to be amended to be equal to the minimum period of
limitation permitted by such law.
Notice hereunder shall be given to Manager, Professional Liability
Claims, ICI Mutual Insurance Company, RRG, 1401 H St. NW,
Washington, DC 20005, with an electronic copy to
LegalSupport@icimutual.com.
For all purposes under this Bond, a loss is discovered, and
discovery of a loss occurs, when the Insured
|
(1) |
becomes aware of facts, or |
|
(2) |
receives notice of an actual or
potential claim by a third party which alleges that the Insured is
liable under circumstances, |
which would cause a reasonable person to assume that a loss of a
type covered by this Bond has been or is likely to be incurred,
regardless of when the act or acts causing or contributing to such
loss occurred, even though the exact amount or details of the loss
may not be known.
|
SECTION 6. |
VALUATION OF PROPERTY |
For the purpose of determining the amount of any loss hereunder,
the value of any Property shall be the market value of such
Property at the close of business on the first business day before
the discovery of such loss; except that
|
(1) |
the value of any Property replaced
by the Insured prior to the payment of a claim therefor shall be
the actual market value of such Property at the time of
replacement, but not in excess of the market value of such Property
on the first business day before the discovery of the loss of such
Property; |
|
(2) |
the value of Securities which must
be produced to exercise subscription, conversion, redemption or
deposit privileges shall be the market value of such privileges
immediately preceding the expiration thereof if the loss of such
Securities is not discovered until after such expiration, but if
there is no quoted or other ascertainable market price for such
Property or privileges referred to in clauses (1) and (2), their
value shall be fixed by agreement between the parties or by
arbitration before an arbitrator or arbitrators acceptable to the
parties; and |
|
(3) |
the value of books of accounts or
other records used by the Insured in the conduct of its business
shall be limited to the actual cost of blank books, blank pages or
other materials if the books or records are reproduced plus the
cost of labor for the transcription or copying of data furnished by
the Insured for reproduction. |
|
SECTION 7. |
LOST SECURITIES |
The maximum liability of the Underwriter hereunder for lost
Securities shall be the payment for, or replacement of, such
Securities having an aggregate value not to exceed the applicable
Limit of Liability. If the Underwriter shall make payment to the
Insured for any loss of Securities, the Insured shall assign to the
Underwriter all of the Insured’s right, title and interest in and
to such Securities. In lieu of such payment, the Underwriter may,
at its option, replace such lost Securities, and in such case the
Insured shall cooperate to effect such replacement. To effect the
replacement of lost Securities, the Underwriter may issue or
arrange for the issuance of a lost instrument bond. If the value of
such Securities does not exceed the applicable Deductible Amount
(at the time of the discovery of the loss), the Insured will pay
the usual premium charged for the lost instrument bond and will
indemnify the issuer of such bond against all loss and expense that
it may sustain because of the issuance of such bond.
If the value of such Securities exceeds the applicable Deductible
Amount (at the time of discovery of the loss), the Insured will pay
a proportion of the usual premium charged for the lost instrument
bond, equal to the percentage that the applicable Deductible Amount
bears to the value of such Securities upon discovery of the loss,
and will indemnify the issuer of such bond against all loss and
expense that is not recovered from the Underwriter under the terms
and conditions of this Bond, subject to the applicable Limit of
Liability.
If any recovery is made, whether by the Insured or the Underwriter,
on account of any loss within the applicable Limit of Liability
hereunder, the Underwriter shall be entitled to the full amount of
such recovery to reimburse the Underwriter for all amounts paid
hereunder with respect to such loss. If any recovery is made,
whether by the Insured or the Underwriter, on account of any loss
in excess of the applicable Limit of Liability hereunder plus the
Deductible Amount applicable to such loss from any source other
than suretyship, insurance, reinsurance, security or indemnity
taken by or for the benefit of the Underwriter, the amount of such
recovery, net of the actual costs and expenses of recovery,
shall
be applied to reimburse the Insured in full for the portion of such
loss in excess of such Limit of Liability, and the remainder, if
any, shall be paid first to reimburse the Underwriter for all
amounts paid hereunder with respect to such loss and then to the
Insured to the extent of the portion of such loss within the
Deductible Amount. The Insured shall execute all documents which
the Underwriter deems necessary or desirable to secure to the
Underwriter the rights provided for herein.
|
SECTION 9. |
NON-REDUCTION AND
NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY |
Prior to its termination, this Bond shall continue in force up to
the Limit of Liability for each Insuring Agreement for each Single
Loss, notwithstanding any previous loss (other than such Single
Loss) for which the Underwriter may have paid or be liable to pay
hereunder; PROVIDED, however, that regardless of the number of
years this Bond shall continue in force and the number of premiums
which shall be payable or paid, the liability of the Underwriter
under this Bond with respect to any Single Loss shall be limited to
the applicable Limit of Liability irrespective of the total amount
of such Single Loss and shall not be cumulative in amounts from
year to year or from period to period.
|
SECTION 10. |
MAXIMUM LIABILITY OF
UNDERWRITER; OTHER BONDS OR POLICIES |
The maximum liability of the Underwriter for any Single Loss
covered by any Insuring Agreement under this Bond shall be the
Limit of Liability applicable to such Insuring Agreement, subject
to the applicable Deductible Amount and the other provisions of
this Bond. Recovery for any Single Loss may not be made under more
than one Insuring Agreement. If any Single Loss covered under this
Bond is recoverable or recovered in whole or in part because of an
unexpired discovery period under any other bonds or policies issued
by the Underwriter to the Insured or to any predecessor in interest
of the Insured, the maximum liability of the Underwriter shall be
the greater of either (1) the applicable Limit of Liability under
this Bond, or (2) the maximum liability of the Underwriter under
such other bonds or policies.
|
SECTION 11. |
OTHER INSURANCE |
Notwithstanding anything to the contrary herein, if any loss
covered by this Bond shall also be covered by other insurance or
suretyship for the benefit of the Insured, the Underwriter shall be
liable hereunder only for the portion of such loss in excess of the
amount recoverable under such other insurance or suretyship, but
not exceeding the applicable Limit of Liability of this Bond.
|
SECTION 12. |
DEDUCTIBLE AMOUNT |
The Underwriter shall not be liable under any Insuring Agreement
unless the amount of the loss covered thereunder, after deducting
the net amount of all reimbursement and/or recovery received by the
Insured with respect to such loss (other than from any other bond,
suretyship or insurance policy or as an advance by the Underwriter
hereunder) shall exceed the applicable Deductible Amount; in such
case the Underwriter shall be liable only for such excess, subject
to the applicable Limit of Liability and the other terms of this
Bond.
No Deductible Amount shall apply to any loss covered under Insuring
Agreement A sustained by any Investment Company named as an
Insured.
The Underwriter may terminate this Bond as to any Insured or all
Insureds only by written notice to such Insured or Insureds and, if
this Bond is terminated as to any Investment Company, to each such
Investment Company terminated thereby and to the Securities and
Exchange Commission, Washington, D.C., in all cases not less than
sixty (60) days prior to the effective date of termination
specified in such notice.
The Insured may terminate this Bond only by written notice to the
Underwriter not less than sixty (60) days prior to the effective
date of the termination specified in such notice. Notwithstanding
the foregoing, when the Insured terminates this Bond as to any
Investment Company, the effective date of termination shall be not
less than sixty (60) days from the date the Underwriter provides
written notice of the termination to each such Investment Company
terminated thereby and to the Securities and Exchange Commission,
Washington, D.C.
This Bond will terminate as to any Insured that is a Non-Fund
immediately and without notice upon (1) the takeover of such
Insured’s business by any State or Federal official or agency, or
by any receiver or liquidator, or (2) the filing of a petition
under any State or Federal statute relative to bankruptcy or
reorganization of the Insured, or assignment for the benefit of
creditors of the Insured.
Premiums are earned until the effective date of termination. The
Underwriter shall refund the unearned premium computed at short
rates in accordance with the Underwriter’s standard short rate
cancellation tables if this Bond is terminated by the Insured or
pro rata if this Bond is terminated by the Underwriter.
Upon the detection by any Insured that an Employee has committed
any Dishonest or Fraudulent Act(s), the Insured shall immediately
remove such Employee from a position that may enable such Employee
to cause the Insured to suffer a loss by any subsequent Dishonest
or Fraudulent Act(s). The Insured, within two (2) business days of
such detection, shall notify the Underwriter with full and complete
particulars of the detected Dishonest or Fraudulent Act(s).
For purposes of this section, detection occurs when any partner,
officer, or supervisory employee of any Insured, who is not in
collusion with such Employee, becomes aware that the Employee has
committed any Dishonest or Fraudulent Act(s).
This Bond shall terminate as to any Employee by written notice from
the Underwriter to each Insured and, if such Employee is an
Employee of an Insured Investment Company, to the Securities and
Exchange Commission, in all cases not less than sixty (60) days
prior to the effective date of termination specified in such
notice.
|
SECTION 14. |
RIGHTS AFTER
TERMINATION |
At any time prior to the effective date of termination of this Bond
as to any Insured, such Insured may, by written notice to the
Underwriter, elect to purchase the right under this Bond to an
additional period of twelve (12) months within which to discover
loss sustained by such Insured prior to the effective date of such
termination and shall pay an additional premium therefor as the
Underwriter may require.
Such additional discovery period shall terminate immediately and
without notice upon the takeover of such Insured’s business by any
State or Federal official or agency, or by any receiver or
liquidator. Promptly after such termination the Underwriter shall
refund to the Insured any unearned premium.
The right to purchase such additional discovery period may not be
exercised by any State or Federal official or agency, or by any
receiver or liquidator, acting or appointed to take over the
Insured’s business.
|
SECTION 15. |
CENTRAL HANDLING OF
SECURITIES |
The Underwriter shall not be liable for loss in connection with the
central handling of securities within the systems established and
maintained by any Depository (“Systems”), unless the amount of such
loss exceeds the amount recoverable or recovered under any bond or
policy or participants’ fund insuring the Depository against such
loss (the “Depository’s Recovery”); in such case the Underwriter
shall be liable hereunder only for the Insured’s share of such
excess loss, subject to the applicable Limit of Liability, the
Deductible Amount and the other terms of this Bond.
For determining the Insured’s share of such excess loss, (1) the
Insured shall be deemed to have an interest in any certificate
representing any security included within the Systems equivalent to
the interest the Insured then has in all certificates representing
the same security included within the Systems; (2) the Depository
shall have reasonably and fairly apportioned the Depository’s
Recovery among all those having an interest as recorded by
appropriate entries in the books and records of the Depository in
Property involved in such loss, so that each such interest shall
share in the Depository’s Recovery in the ratio that the value of
each such interest bears to the total value of all such interests;
and (3) the Insured’s share of such excess loss shall be the amount
of the Insured’s interest in such Property in excess of the
amount(s) so apportioned to the Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or
Exchange or any nominee in whose name is registered any security
included within the Systems.
|
SECTION 16. |
ADDITIONAL COMPANIES INCLUDED AS
INSURED |
If more than one entity is named as the Insured:
|
A. |
the total liability of the
Underwriter hereunder for each Single Loss shall not exceed the
Limit of Liability which would be applicable if there were only one
named Insured, regardless of the number of Insured entities which
sustain loss as a result of such Single Loss, |
|
B. |
the Insured first named in Item 1
of the Declarations shall be deemed authorized to make, adjust, and
settle, and receive and enforce payment of, all claims hereunder as
the agent of each other Insured for such purposes and for the
giving or receiving of any notice required or permitted to be given
hereunder; provided, that the Underwriter shall promptly furnish
each named Insured Investment Company with (1) a copy of this Bond
and any amendments thereto, (2) a copy of each formal filing of a
claim hereunder by any other Insured, and (3) notification of the
terms of the settlement of each such claim prior to the execution
of such settlement, |
|
C. |
the Underwriter shall not be
responsible or have any liability for the proper application by the
Insured first named in Item 1 of the Declarations of any payment
made hereunder to the first named Insured, |
|
D. |
for the purposes of Sections 4 and
13, knowledge possessed or discovery made by any partner, officer
or supervisory Employee of any Insured shall constitute knowledge
or discovery by every named Insured, |
|
E. |
if the first named Insured ceases
for any reason to be covered under this Bond, then the Insured next
named shall thereafter be considered as the first named Insured for
the purposes of this Bond, and |
|
F. |
each named Insured shall constitute
“the Insured” for all purposes of this Bond. |
|
SECTION 17. |
NOTICE AND CHANGE OF
CONTROL |
Within thirty (30) days after learning that there has been a change
in control of an Insured by transfer of its outstanding voting
securities the Insured shall give written notice to the Underwriter
of:
|
A. |
the names of the transferors and
transferees (or the names of the beneficial owners if the voting
securities are registered in another name), and |
|
B. |
the total number of voting
securities owned by the transferors and the transferees (or the
beneficial owners), both immediately before and after the transfer,
and |
|
C. |
the total number of outstanding
voting securities. |
As used in this Section, “control” means the power to exercise a
controlling influence over the management or policies of the
Insured.
|
SECTION 18. |
CHANGE OR MODIFICATION |
This Bond may only be modified by written Rider forming a part
hereof over the signature of the Underwriter’s authorized
representative. Any Rider which modifies the coverage provided by
Insuring Agreement A, Fidelity, in a manner which adversely affects
the rights of an Insured Investment Company shall not become
effective until at least sixty (60) days after the Underwriter has
given written notice thereof to the Securities and Exchange
Commission, Washington, D.C., and to each Insured Investment
Company affected thereby.
|
SECTION 19. |
COMPLIANCE WITH APPLICABLE TRADE
AND ECONOMIC SANCTIONS |
This Bond shall not be deemed to provide any coverage, and the
Underwriter shall not be required to pay any loss or provide any
benefit hereunder, to the extent that the provision of such
coverage, payment of such loss or provision of such benefit would
cause the Underwriter to be in violation of any applicable trade or
economic sanctions, laws or regulations, including, but not limited
to, any sanctions, laws or regulations administered and enforced by
the U.S. Department of Treasury Office of Foreign Assets Control
(OFAC).
|
SECTION 20. |
ANTI-BUNDLING |
If any Insuring Agreement requires that an enumerated type of
document be Counterfeit, or contain a Forgery or Alteration, the
Counterfeit, Forgery, or Alteration must be on or of the enumerated
document itself, not on or of some other document submitted with,
accompanying or incorporated by reference into the enumerated
document.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be
executed on the Declarations Page.
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
Tekla Capital Management LLC |
03660122B |
EFFECTIVE DATE |
BOND PERIOD |
AUTHORIZED REPRESENTATIVE |
|
|
|
July 1, 2022 |
July 1, 2022 to July 1, 2023 |
/S/ Catherine Dalton |
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that Item 1 of the Declarations, Name of
Insured, shall include the following:
Tekla Healthcare Investors
Tekla Life Sciences Investors
Tekla Healthcare Opportunities Fund
Tekla World Healthcare Fund
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0001.0-00 (01/02)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
Tekla Capital Management LLC |
03660122B |
EFFECTIVE DATE |
BOND PERIOD |
AUTHORIZED REPRESENTATIVE |
|
|
|
July 1, 2022 |
July 1, 2022 to July 1, 2023 |
/S/ Catherine Dalton |
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that this Bond (other than Insuring
Agreements C and D) does not cover loss resulting from or in
connection with any business, activities, or acts or omissions of
(including services rendered by) any Insured which is not an
Insured Fund (“Non-Fund Insured”) or any Employee of a Non-Fund
Insured, except loss, otherwise covered by the terms of this
Bond, resulting from or in connection with (1) services
rendered by a Non-Fund Insured to an Insured Fund, or to
shareholders of such Fund in connection with the issuance,
transfer, or redemption of their Fund shares, or (2) in the case of
a Non-Fund Insured substantially all of whose business is rendering
the services described in (1) above, the general business,
activities or operations of such Non-Fund Insured, excluding
(a) the rendering of services (other than those described in (1)
above) to any person, or (b) the sale of goods or property of any
kind.
It is further understood and agreed that with respect to any
Non-Fund Insured, Insuring Agreements C and D only cover loss of
Property which a Non-Fund Insured uses or holds, or in which a
Non-Fund Insured has an interest, in each case wholly or partially
in connection with the rendering of services by a Non-Fund Insured
to an Insured Fund, or to shareholders of such Fund in connection
with the issuance, transfer, or redemption of their Fund
shares.
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0003.0-02 (07/20)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
Tekla Capital Management LLC |
03660122B |
EFFECTIVE DATE |
BOND PERIOD |
AUTHORIZED REPRESENTATIVE |
|
|
|
July 1, 2022 |
July 1, 2022 to July 1, 2023 |
/S/ Catherine Dalton |
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that the Deductible Amount for Insuring
Agreement E, Forgery or Alteration, and Insuring Agreement F,
Securities, shall not apply with respect to loss through Forgery of
a signature on the following documents:
|
(1) |
letter
requesting redemption of $25,000 or less payable by check to the
Shareholder of Record and sent to an Authorized Address; or |
|
(2) |
letter
requesting redemption of $25,000 or less by wire transfer to the
Shareholder of Record of an Authorized Bank Account; or |
|
(3) |
written
request to a trustee or custodian for a Designated Retirement
Account (“DRA”) which holds shares of an Insured Fund, where such
request (a) purports to be from or at the instruction of the
Owner of such DRA, and (b) directs such trustee or custodian
to transfer $25,000 or less from such DRA to a trustee or custodian
for another DRA established for the benefit of such Owner; |
provided, that the Limit of Liability for a Single Loss as
described above shall be $25,000 and that the Insured shall bear
20% of each such loss. This Rider shall not apply in the case of
any such Single Loss which exceeds $25,000; in such case the
Deductible Amounts and Limits of Liability set forth in Item 3 of
the Declarations shall control.
For purposes of this Rider:
|
(A) |
“Designated Retirement Account”
means any retirement plan or account described or qualified under
the Internal Revenue Code of 1986, as amended, or a subaccount
thereof. |
|
(B) |
“Owner” means the individual for
whose benefit the DRA, or a subaccount thereof, is
established. |
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0027.0-02 (07/18)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
Tekla Capital Management LLC |
03660122B |
EFFECTIVE DATE |
BOND PERIOD |
AUTHORIZED REPRESENTATIVE |
|
|
|
July 1, 2022 |
July 1, 2022 to July 1, 2023 |
/S/ Catherine Dalton |
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that this Bond does not cover any loss
resulting from or in connection with the acceptance of any Third
Party Check, unless
|
(1) |
such Third
Party Check is used to open or increase an account which is
registered in the name of one or more of the payees on such Third
Party Check, and |
|
(2) |
reasonable
efforts are made by the Insured, or by the entity receiving Third
Party Checks on behalf of the Insured, to verify all endorsements
on all Third Party Checks made payable in amounts greater than
$100,000 (provided, however, that the isolated failure to make such
efforts in a particular instance will not preclude coverage,
subject to the exclusions herein and in the Bond), |
and then only to the extent such loss is otherwise covered under
this Bond.
For purposes of this Rider, “Third Party Check” means a check made
payable to one or more parties and offered as payment to one or
more other parties.
It is further understood and agreed that notwithstanding anything
to the contrary above or elsewhere in the Bond, this Bond does not
cover any loss resulting from or in connection with the acceptance
of a Third Party Check where:
|
(1) |
any payee on
such Third Party Check reasonably appears to be a corporation or
other entity; or |
|
(2) |
such Third
Party Check is made payable in an amount greater than $100,000 and
does not include the purported endorsements of all payees on such
Third Party Check. |
It is further understood and agreed that this Rider shall not apply
with respect to any coverage that may be available under Insuring
Agreement A, “Fidelity.”
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0030.0-01 (01/02)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
Tekla Capital Management LLC |
03660122B |
EFFECTIVE DATE |
BOND PERIOD |
AUTHORIZED REPRESENTATIVE |
|
|
|
July 1, 2022 |
July 1, 2022 to July 1, 2023 |
/S/ Catherine Dalton |
Most property and casualty insurers, including ICI Mutual Insurance
Company, a Risk Retention Group (“ICI Mutual”), are subject to the
requirements of the Terrorism Risk Insurance Act of 2002, as
amended (the “Act”). The Act establishes a federal insurance
backstop under which ICI Mutual and these other insurers may be
partially reimbursed by the United States Government for future
“insured losses” resulting from certified “acts of
terrorism.” (Each of these bolded terms is defined by
the Act.) The Act also places certain disclosure and other
obligations on ICI Mutual and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by
certified “acts of terrorism” may be partially reimbursed by
the United Sates government under a formula established by the Act.
Under this formula, the United States government would generally
reimburse ICI Mutual for the Federal Share of Compensation of ICI
Mutual’s “insured losses” in excess of ICI Mutual’s
“insurer deductible” until total “insured losses” of
all participating insurers reach $100 billion (the “Cap on Annual
Liability”). If total “insured losses” of all property and
casualty insurers reach the Cap on Annual Liability in any one
calendar year, the Act limits U.S. Government reimbursement and
provides that the insurers will not be liable under their policies
for their portions of such losses that exceed such amount. Amounts
otherwise payable under this Bond may be reduced as a result.
This Bond has no express exclusion for “acts of terrorism.”
However, coverage under this Bond remains subject to all applicable
terms, conditions, and limitations of the Bond (including
exclusions) that are permissible under the Act.
The portion of the premium that is attributable to any coverage
potentially available under the Bond for “acts of terrorism”
is one percent (1%) and does not include any charges for the
portion of loss that may be covered by the U.S. Government under
the Act
As used herein, “Federal Share of Compensation” shall mean 80%
beginning on January 1, 2020.
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0053.1-01 (05/21)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
Tekla Capital Management LLC |
03660122B |
EFFECTIVE DATE |
BOND PERIOD |
AUTHORIZED REPRESENTATIVE |
|
|
|
July 1, 2022 |
July 1, 2022 to July 1, 2023 |
/S/ Catherine Dalton |
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding Section 2.Q of this
Bond, this Bond is amended by adding an additional Insuring
Agreement J as follows:
Loss (including loss of Property) resulting directly from Computer
Fraud; provided, that the Insured has adopted in writing and
generally maintains and follows during the Bond Period all Computer
Security Procedures. The isolated failure of the Insured to
maintain and follow a particular Computer Security Procedure in a
particular instance will not preclude coverage under this Insuring
Agreement, subject to the specific exclusions herein and in the
Bond.
|
1. |
Definitions. The following
terms used in this Insuring Agreement shall have the following
meanings: |
|
a. |
“Authorized User” means any person
or entity designated by the Insured (through contract, assignment
of User Identification, or otherwise) as authorized to use a
Covered Computer System, or any part thereof. An individual who
invests in an Insured Fund shall not be considered to be an
Authorized User solely by virtue of being an investor. |
|
b. |
“Computer Fraud” means the
unauthorized entry of data into, or the deletion or destruction of
data in, or change of data elements or programs within, a Covered
Computer System which: |
|
(1) |
is committed by any Unauthorized
Third Party anywhere, alone or in collusion with other Unauthorized
Third Parties; and |
|
(2) |
is committed with the conscious
manifest intent (a) to cause the Insured to sustain a loss,
and (b) to obtain financial benefit for the perpetrator
or any other person; and |
|
(3) |
causes (x) Property to be
transferred, paid or delivered; or (y) an account of
the Insured, or of its customer, to be added, deleted, debited or
credited; or (z) an unauthorized or fictitious account
to be debited or credited. |
|
c. |
“Computer Security Procedures”
means procedures for prevention of unauthorized computer access and
use and administration of computer access and use as provided in
writing to the Underwriter. |
|
d. |
“Covered Computer System” means any
Computer System as to which the Insured has possession, custody and
control. |
|
e. |
“Unauthorized Third Party” means
any person or entity that, at the time of the Computer Fraud, is
not an Authorized User. |
|
f. |
“User Identification” means any
unique user name (i.e., a series of characters) that is
assigned to a person or entity by the Insured. |
|
2. |
Exclusions. It is further
understood and agreed that this Insuring Agreement J shall not
cover: |
|
a. |
Any loss covered under Insuring
Agreement A, “Fidelity,” of this Bond; and |
|
b. |
Any loss resulting from the
intentional failure to adhere to one or more Computer Security
Procedures; and |
|
c. |
Any loss resulting from a Computer
Fraud committed by or in collusion with: |
|
(1) |
any Authorized User (whether a
natural person or an entity); or |
|
(2) |
in the case of any Authorized User
which is an entity, (a) any director, officer, partner,
employee or agent of such Authorized User, or (b) any entity
which controls, is controlled by, or is under common control with
such Authorized User (“Related Entity”), or (c) any director,
officer, partner, employee or agent of such Related Entity;
or |
|
(3) |
in the case of any Authorized User
who is a natural person, (a) any entity for which such
Authorized User is a director, officer, partner, employee or agent
(“Employer Entity”), or (b) any director, officer, partner,
employee or agent of such Employer Entity, or (c) any entity
which controls, is controlled by, or is under common control with
such Employer Entity (“Employer-Related Entity”), or (d) any
director, officer, partner, employee or agent of such
Employer-Related Entity; |
and
|
d. |
Any loss resulting from physical
damage to or destruction of any Covered Computer System, or any
part thereof, or any data, data elements or media associated
therewith; and |
|
e. |
Any loss resulting from Computer
Fraud committed by means of wireless access to any Covered Computer
System, or any part thereof, or any data, data elements or media
associated therewith; and |
|
f. |
Any loss not directly and
proximately caused by Computer Fraud (including, without
limitation, disruption of business and extra expense);
and |
|
g. |
Payments made to any
person(s) who has threatened to deny or has denied authorized
access to a Covered Computer System or otherwise has threatened to
disrupt the business of the Insured. |
For purposes of this Insuring Agreement, “Single Loss,” as defined
in Section 1.EE of this Bond, shall also include all loss
caused by Computer Fraud(s) committed by one person, or in
which one person is implicated, whether or not that person is
specifically identified. A series of losses involving unidentified
individuals, but arising from the same method of operation, may be
deemed by the Underwriter to involve the same individual and in
that event shall be treated as a Single Loss.
It is further understood and agreed that nothing in this Rider
shall affect the exclusion set forth in Section 2.O of this
Bond.
Coverage under this Insuring Agreement shall terminate upon
termination of this Bond. Coverage under this Insuring Agreement
may also be terminated without terminating this Bond as an
entirety:
|
(a) |
by written notice from the
Underwriter not less than sixty (60) days prior to the effective
date of termination specified in such notice; or |
|
(b) |
immediately by written notice from
the Insured to the Underwriter. |
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0019.0-04 (07/18)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
Tekla Capital Management LLC |
03660122B |
EFFECTIVE
DATE |
BOND PERIOD |
AUTHORIZED REPRESENTATIVE |
July 1, 2022 |
July 1, 2022 to July 1,
2023 |
/S/ Catherine
Dalton |
SOCIAL ENGINEERING FRAUD
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that this Bond is amended by adding an
additional Insuring Agreement M, as follows:
M. Social Engineering Fraud
Loss resulting directly from the Insured, in good faith,
transferring, paying, or delivering money from its own account as a
direct result of a Social Engineering Fraud;
PROVIDED, that the entity receiving such request generally
maintains and follows during the Bond Period all Social Engineering
Security Procedures.
The Limit of Liability for a Single Loss under this Insuring
Agreement M shall be the lesser of (a) 50% of the amount by
which such Single Loss exceeds the Deductible Amount or (b)
$1,000,000 (One Million Dollars) or limit, and the Insured shall
bear the remainder of any such Single Loss. The Deductible Amount
for this Insuring Agreement M is $25,000 (Twenty-Five Thousand
Dollars).
Notwithstanding any other provision of this Bond, the aggregate
Limit of Liability under this Bond with respect to any and all loss
or losses under this Insuring Agreement M shall be $1,000,000 (One
Million Dollars) for the Bond Period, irrespective of the total
amount of such loss or losses.
This Insuring Agreement M does not cover loss covered under any
other Insuring Agreement of this Bond.
It is further understood and agreed that for purposes of this
rider:
|
1. |
“Communication” means an
instruction that (a) directs an Employee to transfer, pay, or
deliver money from the Insured’s own account, (b) contains a
material misrepresentation of fact, and (c) is relied upon by the
Employee, believing it to be true. |
|
2. |
“Social Engineering Fraud” means
the intentional misleading of an Employee through the use of a
Communication, where such Communication: |
|
(a) |
is transmitted to the Employee in
writing, by voice over the telephone, or by Electronic
Transmission; |
|
(b) |
is made by an individual who
purports to be (i) an Employee who is duly authorized by the
Insured to instruct another Employee to transfer, pay, or deliver
money, or (ii) an officer or employee of a Vendor who is duly
authorized by the Insured to instruct an Employee to transfer, pay,
or deliver money; and |
|
(c) |
is unauthorized, dishonest or
fraudulent and is made with the manifest intent to deceive. |
|
3. |
“Social Engineering Security
Procedures” means security procedures intended to prevent Social
Engineering Fraud as set forth in the Application and/or as
otherwise provided in writing to the Underwriter. |
|
4. |
“Vendor” means any entity or
individual that provides goods or services to the Insured under a
pre-existing, written agreement. |
Except as above stated, nothing herein shall be held to alter,
waive, or extend any of the terms of this Bond.
RN0054.0-00 (07/18)
Fidelity Bond Agreement
AGREEMENT made this 1st day of June 2022, by and among Tekla
Healthcare Investors, Tekla Life Sciences Investors, Tekla
Healthcare Opportunities Fund, Tekla World Healthcare Fund and
Tekla Capital Management LLC (each an “Insured” and collectively
the “Insureds”).
WHEREAS, each of among Tekla Healthcare Investors, Tekla Life
Sciences Investors, Tekla Healthcare Opportunities Fund and Tekla
World Healthcare Fund (each a “Fund” and collectively the “Funds”)
is a management investment company registered under the Investment
Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, pursuant to the requirements of Rule 17g-1 under the 1940
Act, each Fund is required to maintain a fidelity bond against
larceny and embezzlement covering certain of its officers and
employees; and
WHEREAS, Rule 17g-1 provides that a registered management
investment company may obtain a joint insured bond covering itself
and one or more other registered investment companies which are
managed by the same persons and one or more other parties, provided
that each such other party is engaged in the management or
distribution of the shares of such registered investment companies;
and
WHEREAS, each Fund is managed by Tekla Capital Management LLC
(“TCM”); and
WHEREAS, the Insureds have entered into a joint insured bond issued
by ICIM Services (the “Bond”); and
WHEREAS, the Insureds desire to provide for: (1) the method by
which the amount of coverage provided under the Bond will be
determined from time to time and (2) an equitable and proportionate
allocation of any proceeds received under the Bond in the event
that one or more Insureds suffer loss and consequently are entitled
to recover under the Bond;
NOW THEREFORE, it is hereby agreed among the parties hereto as
follows:
Amount of Coverage Maintained. The amount of fidelity
coverage under the Bond shall at all times be at least equal in the
amount to the total amount of coverage which each Fund would have
been required to provide and maintain individually pursuant to the
schedule set forth in paragraph (d) of Rule 17g-1 under the 1940
Act had each Fund not been a named insured under the Bond.
Allocation of Recovery. In the event recovery is received
under the Bond as a result of loss sustained by one or more of the
Funds and TCM, each Fund shall receive an equitable and
proportionate share of the recovery which shall be at least equal
to the amount which each Fund would have received had it provided
and maintained a single insured bond with the minimum coverage
required by Rule 17g-1(d)(1).
Allocation of Premiums. No premium shall be paid by a Fund
under the Bond unless such Fund’s Board of Trustees, including
majority of those Trustees who are not “interested persons” of the
Fund, as defined by Section 2(a) (19) of the 1940 Act, shall
approve the portion of the premium to be paid by such Fund.
Amendment. This Agreement may not be amended or modified in
any manner except by a written agreement executed by the
parties.
Filing with the Commission. A copy of this Agreement and any
amendment thereto shall be filed with the Securities and Exchange
Commission within 10 days after the execution thereof.
Applicable Law. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the
laws of the Commonwealth of Massachusetts.
Limitations of Liability of Trustees and Shareholders. A
copy of each Fund’s Declaration of Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and it is
hereby agreed that this Agreement is executed on behalf of the
Board of Trustees of each Fund as Trustees and not individually and
that the obligations of this Agreement are not binding upon any of
the Trustees, officers or shareholders of either Fund individually
but are binding only upon the assets and property of each Fund.
Term. The term of this Agreement shall commence on the date
hereof and shall terminate upon the termination or cancellation of
the Bond.
IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed in its name and behalf by its authorized
representative as of the day and year first above written.
Tekla Healthcare
Investors |
Tekla Life Sciences
Investors |
By: /s/ Laura
Woodward |
By: /s/ Laura
Woodward |
Name: |
Laura Woodward |
Name: |
Laura Woodward |
Title: |
Chief Compliance Officer |
Title: |
Chief Compliance Officer |
Tekla Healthcare Opportunities Fund |
Tekla World Healthcare Fund |
By: /s/ Laura
Woodward |
By: /s/ Laura
Woodward |
Name: |
Laura Woodward |
Name: |
Laura Woodward |
Title: |
Chief Compliance Officer |
Title: |
Chief Compliance Officer |
Tekla Capital Management LLC
By: /s/ Daniel R. Omstead
Name: |
Daniel R. Omstead |
Title: |
President |
Tekla Capital Management LLC
100 Federal Street, 19th Floor
Boston, MA 02110
August 11, 2022
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Att: The Office of Filings and Information Services
RE: Statement of the amount of a single insured bond and period for
which premiums have been paid for:
Tekla Healthcare Investors (SEC File Number 811-04889)
Tekla Life Sciences Investors (SEC File Number 811-06565)
Tekla Healthcare Opportunities Fund (SEC File Number 811-22955)
Tekla World Healthcare Fund (SEC File Number 811-23037)
Dear Sir/Madam:
Pursuant to Rule 17g-1 under the Investment Company Act of 1940,
please find the following statement showing the amount of the
single insured bond which the investment company would have
provided and maintained had it not been named as an insured under a
joint insured bond:
|
|
Total
Assets |
|
|
Minimum
Amount of |
|
|
|
March 31, 2022 |
|
|
Single Insured Bond |
|
|
|
|
|
|
|
|
|
Tekla
Healthcare Investors |
|
$ |
1,029,804,121 |
|
|
$ |
1,250,000 |
|
|
Tekla Life Sciences
Investors |
|
$ |
448,411,235 |
|
|
$ |
750,000 |
|
|
Tekla Healthcare
Opportunities Fund |
|
$ |
1,218,858,838 |
|
|
$ |
1,250,000 |
|
|
Tekla World
Healthcare Fund |
|
$ |
679,499,911 |
|
|
$ |
900,000 |
|
|
|
|
|
|
|
|
$ |
4,150,000 |
|
|
The premiums have been paid for Tekla Healthcare Investors, Tekla
Life Sciences Investors, Tekla Healthcare Opportunities Fund and
Tekla World Healthcare fund for the period from July 1, 2022 to
July 1, 2023.
Very truly yours,
/s/ Laura Woodward
Laura Woodward
Chief Compliance Officer
TEKLA HEALTHCARE INVESTORS
TEKLA LIFE SCIENCES INVESTORS
TEKLA HEALTHCARE OPPORTUNITIES FUND
and
TEKLA WORLD HEALTHCARE FUND
Minutes of the Virtual Meetings of the Boards of Trustees
June 9, 2022
Pursuant to the foregoing notice, meetings of the Boards of
Trustees of Tekla Healthcare Investors (“HQH”), of Tekla Life
Sciences Investors (“HQL”), of Tekla Healthcare Opportunities Fund
(“THQ”) and of Tekla World Healthcare Fund (“THW”) (each, a “Fund”
and together, the “Funds”) were held on June 9, 2022. Although the
Boards participated together for convenience in order to hear
common presentations, each took action independently of the other
Boards. Unless otherwise indicated, each resolution set forth below
was adopted by the Board of each Fund.
After discussion, upon motion duly made and seconded, it was
unanimously approved first by the Independent Trustees, voting
alone, and then by the full Board of each Fund:
RESOLVED, that upon due consideration of all relevant
factors, including but not limited to the value of the aggregate
assets of the Fund to which each “Covered Person” (which for the
purpose of these resolutions, shall mean each officer and employee
of the Fund and of the Adviser, who may, singly or jointly with
others, have access to securities or funds of the Fund, either
directly or through authority to draw upon such funds or to direct
generally the disposition of such securities of the Fund), may have
access, the type and terms of the Fund’s arrangements for the
custody and safekeeping of assets and the nature of the portfolio
securities of the Fund, the fidelity bond in which the Fund is
named as an insured for any larceny or embezzlement committed by
any Covered Person is hereby determined to be reasonable in form
and amount and its continuance approved; and
FURTHER RESOLVED, that the participation of the Fund in the
Allocation Agreement, in the form provided to the Board for
purposes of this meeting, is hereby approved and that the
appropriate officers of the Fund be, and each of them hereby is,
authorized and directed to execute the Allocation Agreement, in the
form presented at this meeting and with such changes as such
officers, in consultation with Fund counsel, shall deem necessary
or desirable and proper, the execution and delivery of such
agreement to constitute conclusive evidence of the authority
therefore; and
FURTHER RESOLVED, that after having given due consideration
to all relevant factors, including the number of other persons
named as insureds, the nature of the business activities of such
persons, the amount of the fidelity bond and the premium for such
bond, the ratable allocation of the premium among the Funds and the
Adviser, and the extent to which the share of the premium allocated
to the Fund is less than the premium that the Fund would have had
to pay if it had provided and maintained a single insured bond, the
Board, including all of the
Independent Trustees, hereby approves the allocation of the premium
for the bond of 80 percent to the Funds and 20 percent to the
Adviser; and
FURTHER RESOLVED, that the officers of the Fund be, and each
of them hereby is, authorized and directed to take all such actions
and to execute and deliver such applications, documents and
instruments, including any changes that such officers, in
consultation with Fund counsel, shall deem necessary or desirable
and proper in connection with such bond; and
FURTHER RESOLVED, that the officers of the Fund be, and each
hereby is, designated as an officer directed to make filings and to
give the notices required of the Fund by Rule 17g-1 under the
Investment Company Act of 1940, as amended.
Tekla Healthcare Opportu... (NYSE:THQ)
Historical Stock Chart
From Jan 2023 to Feb 2023
Tekla Healthcare Opportu... (NYSE:THQ)
Historical Stock Chart
From Feb 2022 to Feb 2023