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Directors and Officers Liability Loss Prevention Manuals:

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Employment Practices Loss Prevention Guidelines Manual

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Fiduciary Liability Loss Prevention Manual

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Crime/Kidnap, Ransom & Extortion Loss Prevention Manual

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1.

Immediately contact the originating bank and request a recall of the wire transfer and confirm that recall in writing.

2.

Immediately file a complaint with the FBI at www.ic3.gov. This reporting triggers the FBI’s Recovery Asset Team and the FBI’s assistance seeking return of the wire transfer.

3.

Preserve records of the incident, including emails sent and received in their original electronic state. Correspondence and forensic information contained in these electronic files help investigators shed light on the perpetrator(s), and parties responsible for the incident.

4.

Once the above steps are complete, contact Chubb per the instructions in your policy.

1.

Verify Email Requests by Telephone: Require those responsible for paying invoices or changing bank routing information to verify payment details over the phone, rather than by email or documents sent electronically. Making a phone call to a known, pre-existing telephone number remains the single best protection against fraud.

2.

Segregate Wire Transfer Responsibilities: Establish a standing policy that requires at least three people to review and approve wire transfer requests, pay an invoice or change a business partner’s bank account information. Such requests should be entered by the initiator of the wire and verified by two independent signatories.

3.

Turn on MFA for Cloud Email: Multifactor Authentication is available from all major email providers. It provides a layer of security to email accounts beyond a user’s account name and password, making it harder for criminals to impersonate you, your executives and your employees.

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Foreign agents;

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Front organizations;

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Terrorists;

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Terrorist organizations; and

●

Narcotics traffickers;

I.

INSURING CLAUSES

1.

Employee

2.

On Premises

a.

robbery, burglary, misplacement, mysterious unexplainable disappearance, damage or destruction; or

b.

false pretenses, or common law or statutory larceny, committed by a natural person while on the premises of the Assured,

3.

In Transit

a.

an armored motor vehicle, including loading and unloading thereof;

b.

the custody of a natural person acting as a messenger of the Assured; or

c.

the custody of a Transportation Company and being transported in a conveyance other than an armored motor vehicle, provided that covered Property transported in such manner is limited to the following:

(1)

Written records;

(2)

Certificated Securities issued in registered form, which are not endorsed or are restrictively endorsed; or

(3)

Negotiable Instruments not payable to bearer, which are not endorsed or are restrictively endorsed.

4.

Forgery Or Alteration

a.

transferred, paid, or delivered any Property; or

b.

established any credit or given any value, in reliance on any Written and Original:

(1)

Negotiable Instrument (other than an Evidence of Debt);

(2)

Acceptance;

(3)

Withdrawal Order or receipt for the withdrawal of Property;

(4)

Certificate of Deposit;

(5)

Letter of Credit; or

(6)

instruction or advice directed to the Assured and purportedly signed by any Customer, any financial institution, or any Employee,

i.

bears a Forgery; or

ii.

is fraudulently materially altered.

a.

acquired, sold or delivered, given value, extended credit or assumed liability in reliance on any Written

(1)

Certificated Security;

(2)

deed, mortgage or other instrument conveying title to, or creating or discharging a lien on, real property;

(3)

Evidence of Debt; or

(4)

Instruction, which

i.

bears a Forgery, but only to the extent the Forgery directly causes the loss;

ii.

is fraudulently materially altered, but only to the extent the alteration directly causes the loss; or

iii.

is lost or stolen;

b.

guaranteed in writing or witnessed any signature on any:

(2)

assignment;

(3)

bill of sale;

(4)

power of attorney; or

(5)

endorsement upon any item listed in a.(1) through a.(4) above,

c.

acquired, sold or delivered, or given value, extended credit or assumed liability in reliance on any item listed in a.(1) or a.(2) above which is a Counterfeit Original, but only to the extent the Counterfeit Original directly causes the loss.

6.

Counterfeit Money

7.

Computer System Fraud

a.

withdrawal, transfer, payment, or delivery of Property; or

b.

creation, deletion, debiting, or crediting of an account of the Assured or Customer, which results directly from a Network Intrusion.

8.

Claims Expense

9.

Audit Expense

10.

Uncollectible Items Of Deposit

a.

redemptions or withdrawals to be permitted;

b.

shares to be issued; or

c.

dividends to be paid,

11.

Voice Initiated Funds Transfer Instruction

a.

the Customer;

b.

an Employee acting on instructions of such Customer; or

c.

a financial institution acting on behalf of such Customer with authority to make such instructions,

II.

GENERAL AGREEMENTS

1.

Automatic Increase – Limit Of Liability

a.

the creation of a new Investment Company; or

b.

an increase in the gross assets of Investment Companies covered under the Bond,

2.

Joint Assured

3.

Notice To Company Of Legal Proceedings Against Assured – Election To Defend

4.

Representations Made By Assured

III.

DEFINITIONS

(1)

the Investment Company listed under Name of Assured in the Declarations (the “first named

(2)

any other Investment Company listed in the Application.

(1)

the Assured’s Computer System; or

(2)

an Electronic Communication System.

(1)

represented by an instrument issued in bearer or registered form;

(2)

of a type commonly dealt in on securities exchanges or markets or commonly recognized in any area in which it is issued or dealt in as a medium for investment; and

(3)

either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.

(1)

online portal or mobile application provided by the Assured for purposes of accessing a Customer’s

(2)

electronic mailing system hosted by the Assured or by a third party cloud service provider.

(1)

as an officer of the Assured;

(2)

to the Assured’s board of directors; or

(3)

as a trustee of the Assured.

(1)

Fedwire, Clearing House Interbank Payment System (CHIPS), Society for Worldwide Interbank Financial Telecommunication (SWIFT), and similar automated interbank communication systems in which the Assured participates;

(2)

Customer Communication System; or

(3)

any communication system similar to those set forth in (1) and (2) of this definition in which the

(1)

while in the regular service of an Assured in the ordinary course of such Assured’s business, whom such Assured compensates directly by salary or wage and has the right to control and direct in the performance of such service;

(2)

Director while in the regular service of an Assured in the ordinary course of such Assured’s business, or while acting as a member of any committee duly elected or appointed to examine or audit or have custody of or access to Property of the Assured;

(3)

intern while in the regular service of an Assured in the ordinary course of such Assured’s business;

(4)

provided by an employment contractor while in the regular service of an Assured in the ordinary course of such Assured’s business under the Assured’s supervision at any of the Assured’s premises;

(5)

employee of the Assured’s contracted:

a.

investment advisor;

b.

underwriter (distributor);

c.

transfer agent;

d.

shareholder accounting record-keeper; or

e.

fund administrator,

(6)

attorney of a law firm retained by the Assured while performing legal services for the Assured; or

(7)

Processor, but only while such Processor is performing services and not:

a.

creating, preparing, modifying, or maintaining the Assured’s computer applications or software programs; or

b.

acting as a transfer agent or in any other agency capacity in issuing checks, drafts, or securities for the Assured.

(1)

any employee of a fund administrator for any employee benefit plan; or

(2)

any employee of a transfer agent, shareholder accounting record-keeper, or fund administrator which is:

a.

not an “affiliated person” (as defined in Section 2(a) of the Investment Company Act of 1940) of an

b.

a “bank” (as defined in Section 2(a) of the Investment Company Act of 1940).

(1)

affixing the handwritten signature, or a reproduction of the handwritten signature, of another natural person without authorization and with the intent to deceive; or

(2)

affixing the name of an organization as an endorsement to a check without authority and with the intent to deceive,

(1)

a description of the issue of which the Uncertificated Security is a part;

(2)

the number of shares or units transferred to the registered owner, pledged by the registered owner to the registered pledgee, or released from pledge by the registered pledgee;

(3)

the name, address and taxpayer identification number, if any, of the registered owner and registered pledgee; and

(4)

the date the transfer, pledge or release was registered.

(1)

signed by the maker or drawer;

(2)

containing an unconditional promise or order to pay a sum certain in Money and no other promise, order, obligation or power given by the maker or drawer;

(3)

payable on demand or at a definite time; and

(4)

payable to order or bearer.

(1)

unauthorized access; or

(2)

entry of an unauthorized application or software program,

(1)

any one act of burglary, robbery or attempt at either, in which no Employee is implicated;

(2)

any one act or series of related acts on the part of any natural person resulting in the damage, destruction, or misplacement of Property;

(3)

all acts other than those specified in (1) and (2) of this definition, caused by any natural person or in which such natural person is implicated; or

(4)

any one event not specified in (1), (2) or (3) of this definition.

(1)

not represented by an instrument and the transfer of which is registered on 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.

(1)

made over a telecommunications device; and

(2)

directed to those natural persons specifically authorized to receive such instructions by such telecommunications device.

IV.

EXCLUSIONS

1.

General Exclusions – Applicable To All Insuring Clauses

a.

riot or civil commotion outside the United States of America and Canada, or any loss due to military, naval or usurped power, war or insurrection. This Exclusion 1.a., however, shall not apply to loss which occurs in transit in the circumstances recited in Insuring Clause 3, provided that when such transit was initiated there was no knowledge on the part of any person acting for the Assured of such riot, civil commotion, military, naval or usurped power, war or insurrection;

b.

the effects of nuclear fission or fusion, radioactivity, or chemical or biological contamination;

c.

the loss of potential income. This Exclusion 1.c., however, shall not apply to interest and dividends accrued to the benefit of the Assured or any Customer prior to the discovery of a covered loss, whether or not such accrued interest or dividends have been paid into the account of such Assured or Customer as of the discovery of such covered loss;

d.

damages of any type for which the Assured is legally liable, except compensatory damages, but not multiples thereof, arising from a loss covered under this Bond;

e.

all costs, fees and expenses incurred by the Assured:

(1)

in establishing the existence of or amount of loss covered under this Bond, except for loss covered under Insuring Clause 8 or 9; or

(2)

as a party to any legal proceeding, even if such legal proceeding results in a loss covered by this Bond;

f.

indirect or consequential loss of any nature, except for loss covered under Insuring Clause 8 or 9. This Exclusion 1.f., however, shall not apply to interest and dividends accrued to the benefit of the Assured or any Customer prior to the discovery of a covered loss, whether or not such accrued interest or dividends have been paid into the account of such Assured or Customer as of the discovery of such covered loss;

g.

any violation by the Assured or by any Employee:

(1)

of any law regulating:

i.

the issuance, purchase or sale of securities;

ii.

securities transactions on security or commodity exchanges or the over the counter market;

iii.

investment companies; or

iv.

investment advisors; or

(2)

of any rule or regulation made pursuant to any such law;

h.

the loss or disclosure of confidential information, material or data, while in the care, custody or control of the Assured, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information, retirement or health savings account information, or any similar type of non-public information. This Exclusion 1.h., however, shall not apply when such information, material or data is used to support or facilitate the commission of any act otherwise covered under this Bond;

i.

fees, costs, fines, penalties or any other expenses incurred by an Assured which result, directly or indirectly, from the access to or disclosure of an Assured’s or another entity’s or person’s confidential or personal information, including but not limited to patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information, retirement or health savings account information, or any similar type of non-public information;

j.

liability resulting from disclosure of or acting on material nonpublic information;

k.

liability assumed by the Assured by agreement under any contract, unless loss under this Bond would be covered in the absence of such agreement;

l.

the dishonest acts of any Director who is not an Employee, acting alone or in collusion with others;

m.

any modification, damage, destruction, deletion, or corruption of any application or software program within the Assured’s Network, except for loss covered under Insuring Clause 7;

n.

a threat or series of threats to:

(1)

gain access to the Assured’s Computer System and sell or disclose confidential information stored within the Assured’s Computer System; or

(2)

modify, damage, destroy, delete, or corrupt any application or software program within the

o.

costs or expenses of any independent forensic analysts or network security consultants engaged to investigate or assess any actual or alleged threat;

p.

costs or expenses incurred to identify or remediate application or software program errors or vulnerabilities, or costs to update, replace, restore, upgrade, maintain, or improve a Computer System;

q.

costs or expenses incurred to replace, restore, recreate, collect, or recover any application or software program; or

r.

Cryptocurrency.

2.

Specific Exclusions – Applicable To All Insuring Clauses Except Insuring Clause 1 This Bond does not cover loss resulting directly or indirectly from:

a.

the acts of an Employee, except for loss covered under:

(1)

Insuring Clause 2 or 3 which results directly from misplacement, mysterious unexplainable disappearance, or damage or destruction of Property; or

(2)

Insuring Clause 11;

b.

the surrender of a ransom or extortion payment away from the Assured’s premises as a result of a threat to do bodily harm to any person, or to do damage to the premises or Property of the Assured, except for loss covered under Insuring Clause 3.b.;

c.

payments made or withdrawals from any account involving erroneous credits to such account, unless such payments or withdrawals are physically received by such depositor or representative of such depositor who is within the premises of the Assured at the time of such payment or withdrawal;

d.

any Uncertificated Security, except for loss covered under Insuring Clause 7;

e.

the loss of Property while:

(1)

in the mail;

(2)

in the custody of a Transportation Company, except for loss covered under Insuring Clause 3; or

(3)

located on the premises of an armored motor vehicle operator;

f.

damages resulting from any civil, criminal or other legal proceeding in which the Assured is adjudicated to have engaged in Racketeering activity;

g.

the failure for any reason of a financial or depository institution, its receiver or other liquidator to pay or deliver funds or Property to the Assured, except for loss of Securities covered under Insuring Clause 2;

h.

instructions issued by a Customer to the Assured when such instructions are made, sent, or originated by a natural person authorized by the Customer to make, send, or originate any instructions;

i.

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 Assured or by any entity other than the Assured;

j.

Items of Deposit which are not finally paid for any reason including, but not limited to, Forgery or any other fraud, except for loss covered under Insuring Clause 10;

k.

the acts of any agent, broker, factor, commission merchant, independent contractor, intermediary, finder, or other representative of the same general character of the Assured; or

l.

the acts of any employee, agent, broker, factor, commission merchant, independent contractor, intermediary, finder, or other representative of the same general character of any third party, while conducting business with the Assured on behalf of such third party.

3.

Specific Exclusions – Applicable To All Insuring Clauses Except Insuring Clauses 1, 4, and 5 This Bond does not cover loss resulting directly or indirectly from:

a.

the complete or partial non-payment of or default on any loan whether such loan was procured in good faith or through trick, artifice, fraud, or false pretenses, except for loss covered under Insuring Clause 7;

b.

any Forgery or any alteration, except for loss covered under Insuring Clause 7; or

c.

any counterfeit, except for loss covered under Insuring Clause 6.

4.

Specific Exclusions – Applicable To Insuring Clause 7

a.

any transfer, payment, or delivery of Money or Securities:

(1)

authorized by an Employee; or

(2)

arising out of any misrepresentation received by any Employee, agent, broker, factor, commission merchant, independent contractor, intermediary, finder, or other representative of the same general character of the Assured,

b.

forged, altered or fraudulent Negotiable Instruments, Securities, documents or written instruments used as source documentation for input into a Computer System;

c.

any investment in Securities, or ownership in any corporation, partnership, real property, commodity or similar instrument, whether or not such investment is genuine or fraudulent;

d.

mechanical failure, faulty construction, error in design, latent defect, wear and tear, gradual deterioration, electrical disturbance, the Assured’s Network failure or breakdown, any malfunction or error in programming, or error or omission in processing;

e.

entries or changes made by a natural person with authorized access to the Assured’s Network who acts in good faith on instructions, unless such instructions are given to that person by a software contractor or its partner, officer, or employee authorized to design, develop, prepare, supply, service, write or implement programs for the Assured’s Network; or

f.

entries or changes made at an Electronic Funds Transfer System or a Customer Communication System by a:

(1)

Customer; or

(2)

natural person with authorized access to the Customer’s authentication credentials or mechanism.

5.

Specific Exclusions – Applicable To Insuring Clause 11

(1)

Customer; or

(2)

natural person with authorized access to the Customer’s verification credentials or mechanism.

V.

CONDITIONS AND LIMITATIONS

1.

Anti-Bundling

2.

Change Or Modification

3.

Conformity

4.

Cooperation Of Assured

a.

submit to examination by the Company and subscribe to the same under oath;

b.

produce for the Company’s examination all pertinent records; and

c.

cooperate with the Company in all matters pertaining to the loss.

5.

Covered Property

a.

owned by the Assured;

b.

held by the Assured in any capacity; or

c.

for which the Assured is legally liable.

6.

Deductible Amount

7.

Discovery

a.

facts which may subsequently result in a loss of a type covered by this Bond; or

b.

an actual or potential claim in which it is alleged that the Assured is liable to a third party,

8.

Limit Of Liability

a.

the Company’s liability for each Single Loss shall not exceed the applicable Single Loss Limit Of Liability as stated in Item 2 of the Declarations or as set forth under General Agreement 1, and shall not be cumulative in amounts from year to year or from Bond Period to Bond Period;

b.

if a Single Loss is covered under more than one Insuring Clause, the maximum payable shall not exceed the largest applicable Single Loss Limit Of Liability; and

c.

the Company’s liability for loss or losses sustained by more than one Assureds, or all Assureds, shall not exceed the total amount for which the Company would be liable under this Bond if such loss or losses were sustained by any one Assured.

9.

Notice To Company – Proof – Legal Proceedings Against Company

a.

The Assured shall give the Company notice at the earliest practicable moment, not to exceed sixty (60) days after discovery of a loss, in an amount that is in excess of 50% of the applicable Deductible Amount, as stated in Item 2 of the Declarations.

b.

The Assured shall furnish to the Company proof of loss, duly sworn to, with full particulars, within six

c.

Certificated Securities listed in a proof of loss shall be identified by certificate or bond numbers, if issued with them.

d.

Legal proceedings for the recovery of any loss under this Bond shall not be brought prior to the expiration of sixty (60) days after the proof of loss is filed with the Company or after the expiration of twenty-four (24) months from the discovery of such loss.

e.

This Bond affords coverage only in favor of the Assured. No claim, suit, action or legal proceeding shall be brought under the Bond by anyone other than the Assured.

f.

All such notices shall be given in writing to one of the following addresses:

(1)

ChubbClaimsFirstNotice@chubb.com; or

(2)

Attn: Chubb Claims Department Chubb

g.

All other notices to the Company under this Bond shall be given in writing to the following address:

(1)

NA.FinancialLines@chubb.com; or

(2)

Attn: Chubb Underwriting Department Chubb

10.

Other Insurance

a.

Coverage under this Bond shall apply only as excess over any other valid and collectible insurance, indemnity or suretyship obtained by or on behalf of:

(1)

the Assured;

(2)

a Transportation Company; or

(3)

another entity on whose premises the loss occurred or which employed the person causing the loss or engaged the messenger conveying the Property involved.

b.

Solely with respect to Insuring Clause 7, in the event of a loss covered under this Bond and also covered under other valid and collectible insurance issued by the Company, or a parent, subsidiary or affiliate of the Company to the Assured, the Single Loss Limit Of Liability under this Bond shall be reduced by any payment under any other such valid and collectible insurance and only the remainder, if any, shall be applicable to such loss covered hereunder.

11.

Securities Settlement

a.

for Securities having a value less than or equal to the applicable Deductible Amount – one hundred (100%) percent;

b.

for Securities having a value in excess of the applicable Deductible Amount but within the Single Loss Limit Of Liability – the percentage that the Deductible Amount bears to the value of the Securities; or

c.

for Securities having a value greater than the applicable Single Loss Limit Of Liability – the percentage that the Deductible Amount and portion in excess of the Single Loss Limit Of Liability bears to the value of the Securities.

12.

Subrogation – Assignment – Recovery

a.

first, to the satisfaction of the Assured’s covered loss which would otherwise have been paid but for the fact that it is in excess of the Single Loss Limit Of Liability;

b.

second, to the Company in satisfaction of amounts paid in settlement of the Assured’s claim;

c.

third, to the Assured in satisfaction of the applicable Deductible Amount; and

d.

fourth, to the Assured in satisfaction of any loss suffered by the Assured which was not covered under this Bond.

13.

Termination

a.

If the Bond is for a sole Assured, it shall not be terminated unless written notice shall have been given by the acting party to the affected party and to the U.S. Securities and Exchange Commission not less than sixty (60) days prior to the effective date of such termination.

b.

If the Bond is for a joint Assured, it shall not be terminated unless written notice shall have been given by the acting party to the affected party, and by the Company to all Assureds and to the U.S. Securities and Exchange Commission, not less than sixty (60) days prior to the effective date of such termination.

c.

If any Director, not acting in collusion with an Employee, discovers any dishonest or fraudulent act committed by such Employee, whether in the employment of the Assured or otherwise, and whether against the Assured or any other person or entity, the Assured:

i.

shall immediately remove such Employee from a position that would enable such Employee to cause the Assured to suffer a loss covered by this Bond; and

ii.

within forty-eight (48) hours of discovering an Employee has committed any dishonest or fraudulent act, shall notify the Company of such action and provide full particulars of such dishonest or fraudulent act.

d.

This Bond terminates as to any Employee sixty (60) days after receipt by each Assured and the U.S. Securities and Exchange Commission of written notice from the Company of its decision to terminate this Bond as to any Employee.

14.

Valuation

a.

Books Of Account Or Other Records

b.

Money

c.

Other Property

d.

Securities

VI.

COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS

1.

The term “fraudulent insurance act” means an act committed by any person who, knowingly and with the intent to defraud, presents, causes to be presented or prepares with knowledge or belief that it will be presented to or by an insurer, purported insurer, broker or any agent thereof, any written, electronic, electronic impulse, facsimile, magnetic, oral, or telephonic communication or statement as part of, or in support of, an application for the issuance of, or the rating of an insurance policy for personal or commercial insurance, or a claim for payment or other benefit pursuant to an insurance policy for commercial or personal insurance which such person knows to contain materially false information concerning any fact material thereto; or conceals, for the purpose of misleading, information concerning any fact material thereto.

2.

Pursuant to Kansas Insurance Code 40-2,118, an insurer that has knowledge or a good faith belief that a fraudulent insurance act is being or has been committed shall provide to the commissioner, on a form prescribed by the commissioner, any and all information and such additional information relating to such fraudulent insurance act as the commissioner may require.

3.

Any other person that has knowledge or a good faith belief that a fraudulent insurance act is being or has been committed may provide to the commissioner, on a form prescribed by the commissioner, any and all information and such additional information relating to such fraudulent insurance act as the commissioner may request.