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General Agreements
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(continued)
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Additional Offices Or Employees - Consolidation, Merger Or Purchase Or Acquisition Of Assets Or
Liabilities - Notice To
Company
|
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C.
|
|
If the ASSURED, other than an Investment Company, while this Bond is in force, merges or consolidates with, or purchases
or acquires assets or liabilities of another institution, the ASSURED shall not have the coverage afforded under this Bond for loss which has:
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(1)
|
|
occurred or will occur on premises, or
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(2)
|
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been caused or will be caused by an employee, or
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(3)
|
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arisen or will arise out of the assets or liabilities,
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of such institution, unless the ASSURED:
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a.
|
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gives the COMPANY written notice of the proposed consolidation, merger or purchase or acquisition of assets or liabilities prior to the
proposed effective date of such action, and
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b.
|
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obtains the written consent of the COMPANY to extend some or all of the coverage provided by this Bond to such additional exposure, and
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c.
|
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on obtaining such consent, pays to the COMPANY an additional premium.
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Change Of Control - Notice To Company
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D.
|
|
When the ASSURED learns of a change in control (other than in an Investment
Company), as set forth in Section 2(a) (9) of the Investment Company Act of 1940, the ASSURED shall within sixty (60) days give written notice to the COMPANY setting forth:
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(1)
|
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the names of the transferors and transferees (or the names of the beneficial owners if the voting securities are registered in another
name),
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(2)
|
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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
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(3)
|
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the total number of outstanding voting securities.
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Failure to give the required notice shall result in termination of coverage for any loss involving a transferee, to be effective
on the date of such change in control.
|
Court Costs And Attorneys Fees
|
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E.
|
|
The COMPANY will indemnify the ASSURED for court costs and reasonable attorneys fees
incurred and paid by the ASSURED in defense, whether or not successful, whether or not fully litigated on the merits and whether or not settled, of any claim, suit or legal proceeding with respect to which the ASSURED would be entitled to recovery
under this Bond. However, with respect to INSURING CLAUSE 1., this Section shall only apply in the event that:
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(1)
|
|
an Employee admits to being guilty of Larceny or Embezzlement,
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(2)
|
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an Employee is adjudicated to be guilty of Larceny or Embezzlement, or
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|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
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Page 7 of 19
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Conditions and Limitations
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Definitions
|
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1.
|
|
As used in this Bond:
|
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|
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a.
|
|
Computer System means a computer and all input, output, processing, storage,
off-line media libraries, and communication facilities which are connected to the computer and which are under the control and supervision of the operating system(s) or application(s) software used by the
ASSURED.
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b.
|
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Counterfeit means an imitation of an actual valid original which is intended to deceive and be taken as the original.
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c.
|
|
Custodian means the institution designated by an Investment Company to maintain possession and control of its
assets.
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d.
|
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Customer means an individual, corporate, partnership, trust customer, shareholder or subscriber of an Investment
Company which has a written agreement with the ASSURED for Voice Initiated Funds Transfer Instruction.
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e.
|
|
Employee means:
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(1)
|
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an officer of the ASSURED,
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(2)
|
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a natural person while in the regular service of the ASSURED at any of the ASSUREDS premises and compensated directly by the ASSURED
through its payroll system and subject to the United States Internal Revenue Service Form W-2 or equivalent income reporting plans of other countries, and whom the ASSURED has the right to control and direct
both as to the result to be accomplished and details and means by which such result is accomplished in the performance of such service,
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(3)
|
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a guest student pursuing studies or performing duties in any of the ASSUREDS premises,
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(4)
|
|
an attorney retained by the ASSURED and an employee of such attorney while either is performing legal services for the ASSURED,
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(5)
|
|
a natural person provided by an employment contractor to perform employee duties for the ASSURED under the ASSUREDS supervision at any
of the ASSUREDS premises,
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(6)
|
|
an employee of an institution merged or consolidated with the ASSURED prior to the effective date of this Bond,
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(7)
|
|
a director or trustee of the ASSURED, but only while performing acts within the scope of the customary and usual duties of any officer or other employee of the ASSURED 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, or
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|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
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Page 8 of 19
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Conditions and Limitations
|
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Definitions
(continued)
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(8)
|
|
each natural person, partnership or corporation authorized by written agreement with the ASSURED to perform services as
electronic data processor of checks or other accounting records related to such checks but only while such person, partnership or corporation is actually performing such services and not:
|
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|
|
a.
|
|
creating, preparing, modifying or maintaining the ASSUREDS computer software or programs, or
|
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|
|
b.
|
|
acting as transfer agent or in any other agency capacity in issuing checks, drafts or securities for the ASSURED,
|
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|
(9)
|
|
any partner, officer or employee of an investment advisor, an underwriter (distributor), a transfer agent or shareholder
accounting recordkeeper, or an administrator, for an Investment Company while performing acts coming within the scope of the customary and usual duties of an officer or employee of an Investment Company or acting as a member of any
committee duly elected or appointed to examine, audit or have custody of or access to Property of an Investment Company.
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|
|
The term Employee shall not include any partner, officer or employee of a transfer agent, shareholder accounting
recordkeeper or administrator:
|
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|
|
a.
|
|
which is not an affiliated person (as defined in Section 2(a) of the Investment Company Act of 1940) of an Investment
Company or of the investment advisor or underwriter (distributor) of such Investment Company, or
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|
|
b.
|
|
which is a bank (as defined in Section 2(a) of the Investment Company Act of 1940).
|
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|
|
This Bond does not afford coverage in favor of the employers of persons as set forth in e. (4), (5) and (8) above, and upon payment to
the ASSURED by the COMPANY resulting directly from Larceny or Embezzlement committed by any of the partners, officers or employees of such employers, whether acting alone or in collusion with others, an assignment of such of the
ASSUREDS rights and causes of action as it may have against such employers by reason of such acts so committed shall, to the extent of such payment, be given by the ASSURED to the COMPANY, and the ASSURED shall execute all papers necessary to
secure to the COMPANY the rights provided for herein.
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|
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|
|
Each employer of persons as set forth in e.(4), (5) and (8) above and the partners, officers and other employees of such
employers shall collectively be deemed to be one person for all the purposes of this Bond; excepting, however, the fifth paragraph of Section 13.
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|
|
Independent contractors not specified in e.(4), (5) or (8) above, intermediaries, agents, brokers or other representatives of the same general character shall not be considered Employees.
|
|
|
|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
|
Page 9 of 19
|
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Conditions and Limitations
|
|
|
|
|
|
|
|
|
Definitions
(continued)
|
|
|
|
|
|
f.
|
|
Forgery means the signing of the name of another natural person with the intent to deceive but does not mean a signature which
consists in whole or in part of ones own name, with or without authority, in any capacity for any purpose.
|
|
|
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|
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g.
|
|
Investment Company means any investment company registered under the Investment Company Act of 1940 and listed under the NAME OF
ASSURED on the DECLARATIONS.
|
|
|
|
|
|
|
h.
|
|
Items of Deposit means one or more checks or drafts drawn upon a financial institution in the United States of America.
|
|
|
|
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|
|
i.
|
|
Larceny or Embezzlement means larceny or embezzlement as defined in Section 37 of the Investment Company Act of 1940.
|
|
|
|
|
|
|
j.
|
|
Property means money, revenue and other stamps; securities; including any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of deposit, certificate of interest or participation in any profit- sharing agreement, collateral trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust
certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any interest or instruments commonly known as a security under the Investment Company Act of 1940, any other certificate of
interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing; bills of exchange; acceptances; checks; withdrawal orders; money orders;
travelers letters of credit; bills of lading; abstracts of title; insurance policies, deeds, mortgages on real estate and/or upon chattels and interests therein; assignments of such policies, deeds or mortgages; other valuable papers,
including books of accounts and other records used by the ASSURED in the conduct of its business (but excluding all electronic data processing records); and, all other instruments similar to or in the nature of the foregoing in which the ASSURED
acquired an interest at the time of the ASSUREDS consolidation or merger with, or purchase of the principal assets of, a predecessor or which are held by the ASSURED for any purpose or in any capacity and whether so held gratuitously or not
and whether or not the ASSURED is liable therefor.
|
|
|
|
|
|
|
k.
|
|
Relative means the spouse of an Employee or partner of the ASSURED and any unmarried child supported wholly by, or living in
the home of, such Employee or partner and being related to them by blood, marriage or legal guardianship.
|
|
|
|
|
|
|
l.
|
|
Securities, documents or other written instruments means original (including original counterparts) negotiable or non-negotiable instruments, or assignments thereof, which in and of
themselves represent an equitable interest, ownership, or debt and which are in the ordinary course of business transferable by delivery of such instruments with any necessary endorsements or assignments.
|
|
|
|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
|
Page 10 of 19
|
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|
|
Conditions and Limitations
|
|
|
|
|
|
|
|
|
Definitions
(continued)
|
|
|
|
|
|
m.
|
|
Subsidiary means any organization that, at the inception date of this Bond, is named in the APPLICATION or is created during the BOND
PERIOD and of which more than fifty percent (50%) of the outstanding securities or voting rights representing the present right to vote for election of directors is owned or controlled by the ASSURED either directly or through one or more of its
subsidiaries.
|
|
|
|
|
|
|
n.
|
|
Transportation Company means any organization which provides its own or its leased vehicles for transportation or which provides
freight forwarding or air express services.
|
|
|
|
|
|
|
o.
|
|
Voice Initiated Election means any election concerning dividend options available to Investment Company shareholders or
subscribers which is requested by voice over the telephone.
|
|
|
|
|
|
|
p.
|
|
Voice Initiated Redemption means any redemption of shares issued by an Investment Company which is requested by voice over the
telephone.
|
|
|
|
|
|
|
q.
|
|
Voice Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election.
|
|
|
|
|
|
|
For the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise
indicated.
|
General Exclusions - Applicable to All Insuring Clauses
|
|
|
|
2.
|
|
This bond does not directly or indirectly cover:
|
|
|
|
|
|
a.
|
|
loss not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety;
|
|
|
|
|
|
|
b.
|
|
loss due to 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 Section 2.b., 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;
|
|
|
|
|
|
|
c.
|
|
loss resulting from the effects of nuclear fission or fusion or radioactivity;
|
|
|
|
|
|
|
d.
|
|
loss of potential income including, but not limited to, interest and dividends not realized by the ASSURED or by any customer of the
ASSURED;
|
|
|
|
|
|
|
e.
|
|
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;
|
|
|
|
|
|
|
f.
|
|
costs, fees and expenses incurred by the ASSURED in establishing the existence of or amount of loss under this Bond, except to the extent
covered under INSURING CLAUSE 11.;
|
|
|
|
|
|
|
g.
|
|
loss resulting from indirect or consequential loss of any nature;
|
|
|
|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
|
Page 11 of 19
|
|
|
|
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|
|
|
|
|
|
|
Conditions and Limitations
|
|
|
|
|
|
|
|
|
|
|
General Exclusions - Applicable to All Insuring Clauses
(continued)
|
|
|
|
h.
|
|
loss resulting from dishonest acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an
Employee, acting alone or in collusion with others;
|
|
|
|
i.
|
|
loss, or that part of any loss, resulting solely from any violation by the ASSURED or by any Employee:
|
|
|
|
|
|
|
(1)
|
|
of any law regulating:
|
|
|
|
|
|
|
|
|
a.
|
|
the issuance, purchase or sale of securities,
|
|
|
|
|
|
|
|
|
b.
|
|
securities transactions on security or commodity exchanges or the over the counter market,
|
|
|
|
|
|
|
|
|
c.
|
|
investment companies,
|
|
|
|
|
|
|
|
|
d.
|
|
investment advisors, or
|
|
|
|
|
|
|
(2)
|
|
of any rule or regulation made pursuant to any such law; or
|
|
|
|
|
j.
|
|
loss of confidential information, material or data;
|
|
|
|
|
k.
|
|
loss resulting from voice requests or instructions received over the telephone, provided however, this Section 2.k. shall
not apply to INSURING CLAUSE 7. or 9.
|
Specific Exclusions - Applicable To All Insuring Clauses Except Insuring Clause 1.
|
|
3.
|
|
This Bond does not directly or indirectly cover:
|
|
|
|
a.
|
|
loss caused by an Employee, provided, however, this Section 3.a. shall not apply to loss covered under INSURING
CLAUSE 2. or 3. which results directly from misplacement, mysterious unexplainable disappearance, or damage or destruction of Property;
|
|
|
|
|
b.
|
|
loss through the surrender of property away from premises of the ASSURED as a result of a threat:
|
|
|
|
|
|
|
(1)
|
|
to do bodily harm to any natural person, except loss of Property in transit in the custody of any person acting as
messenger of the ASSURED, provided that when such transit was initiated there was no knowledge by the ASSURED of any such threat, and provided further that this Section 3.b. shall not apply to INSURING CLAUSE 7., or
|
|
|
|
|
|
|
(2)
|
|
to do damage to the premises or Property of the ASSURED;
|
|
|
|
|
c.
|
|
loss resulting from payments made or withdrawals from any account involving erroneous credits to such account;
|
|
|
|
|
d.
|
|
loss involving Items of Deposit which are not finally paid for any reason provided however, that this Section 3.d.
shall not apply to INSURING CLAUSE 10.;
|
|
|
|
|
e.
|
|
loss of property while in the mail;
|
|
|
|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
|
Page 12 of 19
|
|
|
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|
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|
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|
|
Conditions and Limitations
|
|
|
|
|
|
|
|
|
|
|
Specific Exclusions - Applicable To All Insuring Clauses Except Insuring Clause 1.
(continued)
|
|
|
|
|
|
|
|
f.
|
|
loss resulting from the failure for any reason of a financial or depository institution, its receiver or other liquidator to pay or deliver
funds or other Property to the ASSURED provided further that this Section 3.f. shall not apply to loss of Property resulting directly from robbery, burglary, misplacement, mysterious unexplainable disappearance, damage,
destruction or removal from the possession, custody or control of the ASSURED.
|
|
|
|
|
|
|
|
|
g.
|
|
loss of Property while in the custody of a Transportation Company, provided however, that this Section 3.g. shall not
apply to INSURING CLAUSE 3.;
|
|
|
|
|
|
|
|
|
h.
|
|
loss resulting from entries or changes made by a natural person with authorized access to a Computer System 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 by the ASSURED to design, develop, prepare, supply, service, write or implement programs for the ASSUREDs
Computer System; or
|
|
|
|
|
|
|
|
|
i.
|
|
loss resulting directly or indirectly from the input of data into a Computer System terminal, either on the premises of the
customer of the ASSURED or under the control of such a customer, by a customer or other person who had authorized access to the customers authentication mechanism.
|
Specific Exclusions - Applicable To All Insuring Clauses Except Insuring Clauses 1., 4., And 5.
|
|
|
|
|
|
4.
|
|
This bond does not directly or indirectly cover:
|
|
|
|
|
|
|
|
a.
|
|
loss resulting from 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; provided, however, this Section 4.a. shall not apply to INSURING CLAUSE 8.;
|
|
|
|
|
|
|
|
|
b.
|
|
loss resulting from forgery or any alteration;
|
|
|
|
|
|
|
|
|
c.
|
|
loss involving a counterfeit provided, however, this Section 4.c. shall not apply to INSURING CLAUSE 5. or 6.
|
Limit Of Liability/Non-Reduction And Non-Accumulation Of Liability
|
|
|
|
|
|
5.
|
|
At all times prior to termination of this Bond, this Bond shall continue in force for the
limit stated in the applicable sections of ITEM 2. of the DECLARATIONS, notwithstanding any previous loss for which the COMPANY may have paid or be liable to pay under this Bond provided, however, that the liability of the COMPANY under this Bond
with respect to all loss resulting from:
|
|
|
|
|
|
|
|
|
a.
|
|
any one act of burglary, robbery or hold-up, or attempt thereat, in which no Employee is
concerned or implicated, or
|
|
|
|
|
|
|
|
|
b.
|
|
any one unintentional or negligent act on the part of any one person resulting in damage to or destruction or misplacement of
Property, or
|
|
|
|
|
|
|
|
|
c.
|
|
all acts, other than those specified in a. above, of any one person, or
|
|
|
|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
|
Page 13 of 19
|
|
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|
|
|
|
|
Conditions and Limitations
|
|
|
|
|
|
|
|
|
|
|
Limit Of Liability/Non-Reduction And Non-Accumulation Of Liability (continued)
|
|
|
|
|
|
|
|
d.
|
|
any one casualty or event other than those specified in a., b., or c. above,
|
|
|
|
|
|
|
|
shall be deemed to be one loss and shall be limited to the
applicable LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of the total amount of such loss or losses and shall not be cumulative in amounts from year to year or from period to period.
|
|
|
|
|
|
|
|
|
All acts, as specified in c. above, of any one person which
|
|
|
|
|
|
|
|
|
i.
|
|
directly or indirectly aid in any way wrongful acts of any other person or persons, or
|
|
|
|
|
|
|
|
|
ii.
|
|
permit the continuation of wrongful acts of any other person or persons
|
|
|
|
|
|
|
|
|
whether such acts are committed with or without the knowledge of the wrongful acts of the person so aided, and whether such acts
are committed with or without the intent to aid such other person, shall be deemed to be one loss with the wrongful acts of all persons so aided.
|
Discovery
|
|
|
|
|
|
6.
|
|
This Bond applies only to loss first discovered by an officer of the ASSURED during the BOND
PERIOD. Discovery occurs at the earlier of an officer of the ASSURED being aware of:
|
|
|
|
|
|
|
|
|
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,
|
|
|
|
|
|
|
|
|
regardless of when the act or acts causing or contributing to such loss occurred, even though the amount of loss does not exceed
the applicable DEDUCTIBLE AMOUNT, or the exact amount or details of loss may not then be known.
|
Notice To Company - Proof - Legal Proceedings Against Company
|
|
|
|
|
|
7.
|
|
a.
|
|
The ASSURED shall give the COMPANY notice thereof at the earliest practicable moment, not to exceed
sixty (60) days after discovery of loss, in an amount that is in excess of 50% of the applicable DEDUCTIBLE AMOUNT, as stated in ITEM 2. of the DECLARATIONS.
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b.
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The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to, with full particulars within six (6) months after such
discovery.
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c.
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Securities listed in a proof of loss shall be identified by certificate or bond numbers, if issued with them.
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d.
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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.
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e.
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This Bond affords coverage only in favor of the ASSURED. No claim, suit, action or legal proceedings shall be brought under this Bond by anyone other than the ASSURED.
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ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
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Page 14 of 19
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Conditions and Limitations
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Notice To Company - Proof - Legal Proceedings Against Company (continued)
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f.
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Proof of loss involving Voice Initiated Funds Transfer Instruction shall include electronic recordings of such instructions.
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Deductible Amount
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8.
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The COMPANY shall not be liable under any INSURING CLAUSES of this Bond on account of loss
unless the amount of such loss, after deducting the net amount of all reimbursement and/or recovery obtained or made by the ASSURED, other than from any Bond or policy of insurance issued by an insurance company and covering such loss, or by the
COMPANY on account thereof prior to payment by the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event for more than the applicable LIMITS OF LIABILITY
stated in ITEM 2. of the DECLARATIONS.
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There shall be no deductible applicable to any loss under INSURING CLAUSE 1. sustained by any Investment Company.
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Valuation
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9.
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BOOKS OF ACCOUNT OR OTHER RECORDS
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The value of any loss of Property consisting of books of account or other records used by the ASSURED in the conduct of
its business shall be the amount paid by the ASSURED for blank books, blank pages, or other materials which replace the lost books of account or other records, plus the cost of labor paid by the ASSURED for the actual transcription or copying of
data to reproduce such books of account or other records.
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The value of any loss of Property other than books of account or other records used by the ASSURED in the conduct of its
business, for which a claim is made shall be determined by the average market value of such Property on the business day immediately preceding discovery of such loss provided, however, that the value of any Property replaced by the
ASSURED with the consent of the COMPANY and prior to the settlement of any claim for such Property shall be the actual market value at the time of replacement.
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In the case of a loss of interim certificates, warrants, rights or other securities, the production of which is necessary to the
exercise of subscription, conversion, redemption or deposit privileges, the value of them shall be the market value of such privileges immediately preceding their expiration if said loss is not discovered until after their expiration. If no market
price is quoted for such Property or for such privileges, the value shall be fixed by agreement between the parties.
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OTHER PROPERTY
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The value of any loss of Property, other than as stated above, shall be the actual
cash value or the cost of repairing or replacing such Property with Property of like quality and value, whichever is less.
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ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
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Page 15 of 19
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Conditions and Limitations
(continued)
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Securities Settlement
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10.
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In the event of a loss of securities covered under this Bond, the COMPANY may, at its sole discretion, purchase replacement
securities, tender the value of the securities in money, or issue its indemnity to effect replacement securities.
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The indemnity required from the ASSURED under the terms of this Section against all loss, cost or expense arising from the
replacement of securities by the COMPANYS indemnity shall be:
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a.
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for securities having a value less than or equal to the applicable DEDUCTIBLE AMOUNT - one hundred (100%) percent;
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b.
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for securities having a value in excess of the DEDUCTIBLE AMOUNT but within the applicable LIMIT OF LIABILITY - the percentage that the
DEDUCTIBLE AMOUNT bears to the value of the securities;
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c.
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for securities having a value greater than the applicable LIMIT OF LIABILITY - the percentage that the DEDUCTIBLE AMOUNT and portion in
excess of the applicable LIMIT OF LIABILITY bears to the value of the securities.
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The value referred to in Section 10.a., b., and c. is the value in accordance with Section 9, Valuation, regardless of the value
of such securities at the time the loss under the COMPANYS indemnity is sustained.
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The COMPANY is not required to issue its indemnity for any portion of a loss of securities which is not covered by this Bond;
however, the COMPANY may do so as a courtesy to the ASSURED and at its sole discretion.
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The ASSURED shall pay the proportion of the Companys premium charge for the Companys indemnity as set forth in
Section 10.a., b., and c. No portion of the LIMIT OF LIABILITY shall be used as payment of premium for any indemnity purchased by the ASSURED to obtain replacement securities.
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Subrogation - Assignment
Recovery
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11.
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In the event of a payment under this Bond, the COMPANY shall be subrogated to all of the
ASSUREDS rights of recovery against any person or entity to the extent of such payment. On request, the ASSURED shall deliver to the COMPANY an assignment of the ASSUREDS rights, title and interest and causes of action against any person
or entity to the extent of such payment.
Recoveries, whether effected by the COMPANY
or by the ASSURED, shall be applied net of the expense of such recovery in the following order:
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a.
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first, to the satisfaction of the ASSUREDS loss which would otherwise have been paid but for the fact that it is in excess of the
applicable LIMIT OF LIABILITY,
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b.
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second, to the COMPANY in satisfaction of amounts paid in settlement of the ASSUREDS claim,
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c.
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third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE AMOUNT, and
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ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
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Page 16 of 19
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Conditions and Limitations
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Subrogation - Assignment Recovery
(continued)
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d.
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fourth, to the ASSURED in satisfaction of any loss suffered by the ASSURED which was not covered under this Bond.
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Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a recovery under this section.
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Cooperation Of Assured
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12.
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At the COMPANYS request and at reasonable times and places designated by the COMPANY,
the ASSURED shall:
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a.
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submit to examination by the COMPANY and subscribe to the same under oath,
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b.
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produce for the COMPANYS examination all pertinent records, and
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c.
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cooperate with the COMPANY in all matters pertaining to the loss.
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The ASSURED shall execute all papers and render assistance to secure to the COMPANY the rights and causes of action provided for
under this Bond. The ASSURED shall do nothing after loss to prejudice such rights or causes of action.
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Termination
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13.
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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 Securities and Exchange Commission, Washington, D.C., not less than sixty (60) days prior to the effective date of such termination.
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 ASSURED Investment Companies and to the Securities and Exchange Commission, Washington, D.C., not less than sixty (60) days prior to the effective
date of such termination.
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This Bond will terminate as to any one ASSURED, other than an Investment Company:
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a.
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immediately on the taking over of such ASSURED by a receiver or other liquidator or by State or Federal officials, or
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b.
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immediately on the filing of a petition under any State or Federal statute relative to bankruptcy or reorganization of the ASSURED, or
assignment for the benefit of creditors of the ASSURED, or
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c.
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immediately upon such ASSURED ceasing to exist, whether through merger into another entity, disposition of all of its assets or
otherwise.
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The COMPANY shall refund the unearned premium computed at short rates in accordance with the standard short rate cancellation tables if terminated by the ASSURED or pro rata if terminated for any other reason.
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ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
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Page 17 of 19
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Conditions and Limitations
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Termination
(continued)
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If any partner, director, trustee, or officer or supervisory employee of an ASSURED not acting in collusion with an Employee
learns of any dishonest act committed by such Employee at any time, whether in the employment of the ASSURED or otherwise, whether or not such act is of the type covered under this Bond, and whether against the ASSURED or any other person
or entity, the ASSURED:
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a.
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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
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b.
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within forty-eight (48) hours of learning that an Employee has committed any dishonest act, shall notify the COMPANY, of such
action and provide full particulars of such dishonest act.
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The COMPANY may terminate coverage as respects any Employee sixty (60) days after written notice is received by each
ASSURED Investment Company and the Securities and Exchange Commission, Washington, D.C. of its desire to terminate this Bond as to such Employee.
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Other Insurance
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14.
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Coverage under this Bond shall apply only as excess over any valid and collectible
insurance, indemnity or suretyship obtained by or on behalf of:
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a.
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the ASSURED,
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b.
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a Transportation Company, or
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c.
|
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another entity on whose premises the loss occurred or which employed the person causing the loss or engaged the messenger conveying the
Property involved.
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Conformity
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15.
|
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If any limitation within this Bond is prohibited by any law controlling this Bonds
construction, such limitation shall be deemed to be amended so as to equal the minimum period of limitation provided by such law.
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Change or Modification
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16.
|
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This Bond or any instrument amending or affecting this Bond may not be changed or modified
orally. No change in or modification of this Bond shall be effective except when made by written endorsement to this Bond signed by an authorized representative of the COMPANY.
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If this Bond is for a sole ASSURED, no change or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to the Securities
and Exchange Commission, Washington, D.C., by the acting party.
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|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
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Page 18 of 19
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Conditions And Limitations
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Change or Modification
(continued)
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If this Bond is for a joint ASSURED, no charge or modification which would adversely affect the rights of the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment
Companies and to the Securities and Exchange Commission, Washington, D.C., by the COMPANY.
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|
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98)
|
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Page 19 of 19
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FEDERAL INSURANCE COMPANY
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Endorsement No.: 1
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Bond Number: 82413283
|
NAME OF ASSURED: GOLDMAN SACHS ETF TRUST
NEW YORK AMENDATORY ENDORSEMENT
It is agreed that this Bond is amended as follows:
1.
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By adding to Section 13, Termination, the following:
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Bonds In Effect Sixty (60) Days Or Less
If this Bond has been in effect for less than sixty (60) days and if it is not a renewal Bond, the COMPANY may terminate it for any reason
by mailing or delivering to the ASSURED and to the authorized agent or broker, if any, written notice of termination at least sixty (60) days before the effective date of termination.
Bonds In Effect More Than Sixty (60) Days
If this Bond has been in effect for sixty (60) days or more, or if it is a renewal of a Bond issued by the COMPANY, it may be terminated
by the COMPANY by mailing or delivering to the ASSURED and to the authorized agent or broker, if any, written notice of termination at least sixty (60) days before the effective date of termination. Furthermore, when the Bond is a renewal or
has been in effect for sixty (60) days or more, the COMPANY may terminate only for one or more of the reasons stated in 1-7 below.
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1.
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Nonpayment of premium;
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2.
|
Conviction of a crime arising out of acts increasing the hazard insured against;
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|
3.
|
Discovery of fraud or material misrepresentation in the obtaining of this Bond or in the presentation of a
claim thereunder;
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|
4.
|
Violation of any provision of this Bond that substantially and materially increases the hazard insured against,
and which occurred subsequent to inception of the current BOND PERIOD;
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|
5.
|
If applicable, material physical change in the property insured, occurring after issuance or last annual
renewal anniversary date of this Bond, which results in the property becoming uninsurable in accordance with the COMPANYs objective, uniformly applied underwriting standards in effect at the time this Bond was issued or last renewed; or
material change in the nature or extent of this Bond occurring after issuance or last annual renewal anniversary date of this Bond, which causes the risk of loss to be substantially and materially increased beyond that contemplated at the time this
Bond was issued or last renewed;
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|
|
ICAP Bond - New York
Form 17-02-2863 (Rev.
7-03)
|
|
Page 1
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|
6.
|
A determination by the Superintendent of Insurance that continuation of the present premium volume of the
COMPANY would jeopardize the COMPANYs policyholders, creditors or the public, or continuing the Bond itself would place the COMPANY in violation of any provision of the New York Insurance Code; or
|
|
7.
|
Where the COMPANY has reason to believe, in good faith and with sufficient cause, that there is a probable risk
or danger that the Property will be destroyed by the ASSURED for the purpose of collecting the insurance proceeds.
|
Notice Of Termination
Notice of
termination under this SECTION shall be mailed to the ASSURED and to the authorized agent or broker, if any, at the address shown on the DECLARATIONS of this Bond. The COMPANY, however, may deliver any notice instead of mailing it.
Return Premium Calculations
The
COMPANY shall refund the unearned premium computed pro rata if this Bond is terminated by the COMPANY.
2.
|
By adding a new Section reading as follows:
|
Section 17. Election To Conditionally Renew / Nonrenew This Bond
Conditional Renewal
If the
COMPANY conditionally renews this Bond subject to:
|
1.
|
Change of limits of liability ;
|
|
2.
|
Change in type of coverage;
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|
3.
|
Reduction of coverage;
|
|
5.
|
Addition of exclusion; or
|
|
6.
|
Increased premiums in excess of 10%, exclusive of any premium increase due to and commensurate with insured
value added; or as a result of experience rating, retrospective rating or audit; the COMPANY shall send notice as provided in Notices Of Nonrenewal And Conditional Renewal immediately below.
|
Notices Of Nonrenewal And Conditional Renewal
|
1.
|
If the COMPANY elects not to renew this Bond, or to conditionally renew this Bond as provided herein, the
COMPANY shall mail or deliver written notice to the ASSURED at least sixty (60) but not more than one hundred twenty (120) days before:
|
a. The expiration date; or
b.
The anniversary date if this Bond has been written for a term of more than one year.
|
|
|
ICAP Bond - New York
Form 17-02-2863 (Rev.
7-03)
|
|
Page 2
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2.
|
Notice shall be mailed or delivered to the ASSURED at the address shown on the DECLARATIONS of this Bond and
the authorized agent or broker, if any. If notice is mailed, proof of mailing shall be sufficient proof of notice.
|
|
3.
|
Paragraphs 1. and 2. immediately above shall not apply when the ASSURED, authorized agent or broker, or another
insurer has mailed or delivered written notice to the COMPANY that the Bond has been replaced or is no longer desired.
|
3.
|
By adding to General Agreement B., Representations Made By Assured, the following:
|
No misrepresentation shall be deemed material unless knowledge by the COMPANY would have lead to the COMPANYS refusal to write this Bond.
This Endorsement applies to loss discovered after 12:01 a.m. on December 19, 2019.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
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Date: December 24, 2019
|
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By
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Authorized
Representative
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ICAP Bond - New York
Form 17-02-2863 (Rev.
7-03)
|
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Page 3
|
ENDORSEMENT/RIDER
|
|
|
Effective date of
this endorsement/rider:
December 19, 2019
|
|
FEDERAL INSURANCE COMPANY
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Endorsement/Rider No. 2
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To be attached to and
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form a part of Bond No. 82413283
|
Issued to: GOLDMAN SACHS ETF TRUST
DELETING VALUATION-OTHER PROPERTY
AND AMENDING CHANGE OR MODIFICATION ENDORSEMENT
In consideration of the premium charged, it is agreed that this Bond is amended as follows:
1.
|
The paragraph titled Other Property in Section 9, Valuation, is deleted in its entirety.
|
2.
|
The third paragraph in Section 16, Change or Modification, is deleted in its entirety and replaced with
the following:
|
If this Bond is for a joint ASSURED, no change or modification which would adversely affect the rights of
the ASSURED shall be effective prior to sixty (60) days after written notice has been furnished to all insured Investment Companies and the Securities and Exchange Commission, Washington, D.C., by the COMPANY.
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.
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Authorized Representative
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17-02-2437 (12/2006) rev.
|
|
Page 1
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|
|
ENDORSEMENT/RIDER
|
|
|
Effective date of
this endorsement/rider: December 19, 2019
|
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FEDERAL INSURANCE COMPANY
|
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Endorsement/Rider
No. 3
|
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To be attached to and
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|
form a part of Policy
No. 82413283
|
Issued to: GOLDMAN SACHS ETF TRUST
COMPLIANCE WITH APPLICABLE TRADE
SANCTION LAWS
It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations
prohibit the coverage provided by this insurance.
The title and any headings in this endorsement/rider are solely for convenience and form no part of the
terms and conditions of coverage.
All other terms, conditions and limitations of this Policy shall remain unchanged.
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Authorized Representative
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|
14-02-9228 (2/2010)
|
|
Page 1
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|
ENDORSEMENT/RIDER
|
|
|
Effective date of
|
|
|
this endorsement/rider: December 19, 2019
|
|
FEDERAL INSURANCE COMPANY
|
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Endorsement/Rider No. 4
|
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|
To be attached to and
|
|
|
form a part of Bond No. 82413283
|
Issued to: GOLDMAN SACHS ETF TRUST
AUTOMATIC INCREASE IN LIMITS
ENDORSEMENT
In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. Additional Offices Or Employees-Consolidation,
Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To Company, is amended by adding the following subsection:
Automatic Increase in Limits
for Investment Companies
If an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940 (the Act),
due to:
(i)
|
the creation of a new Investment Company, other than by consolidation or merger with, or purchase or
acquisition of assets or liabilities of, another institution; or
|
(ii)
|
an increase in asset size of current Investment Companies covered under this Bond,
|
then the minimum required increase in limits shall take place automatically without payment of additional premium for the remainder of
the BOND PERIOD.
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of
coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.
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Authorized Representative
|
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|
|
14-02-14098 (04/2008)
|
|
Page 1
|
|
|
ENDORSEMENT/RIDER
|
|
|
Effective date of
this endorsement/rider:
December 19, 2019
|
|
FEDERAL INSURANCE COMPANY
|
|
|
|
|
Endorsement/Rider No. 5
|
|
|
|
|
To be attached to and
|
|
|
form a part of Bond No. 82413283
|
Issued to: GOLDMAN SACHS ETF TRUST
NEW YORK AMENDATORY ENDORSEMENT
In consideration of the premium charged, it is agreed that:
1.
|
Any reference in the policy to the Superintendent of Insurance is hereby deleted and replaced with the
Superintendent of Financial Services.
|
2.
|
Any reference in the policy to the Insurance Department is hereby deleted and replaced with the Department of
Financial Services.
|
The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and
conditions of coverage.
All other terms, conditions and limitations of this Bond shall remain unchanged.
|
|
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Authorized Representative
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|
14-02-19952 (05/2013)
|
|
Page 1
|
|
|
Important Notice:
The SEC Requires Proof of Your Fidelity Insurance Policy
Your company is now required to file an electronic copy of your fidelity insurance coverage (Chubbs ICAP Bond policy) to the Securities and Exchange
Commission (SEC), according to rules adopted by the SEC on June 12, 2006.
Chubb is in the process of providing your agent/broker with an electronic copy
of your insurance policy as well as instructions on how to submit this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker shortly.
The electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage as set forth in the
paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same as those set forth in the electronic copy, constitute the entire agreement between your company and Chubb.
If you have any questions, please contact your agent or broker.
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Form 14-02-12160 (ed. 7/2006)
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IMPORTANT NOTICE TO POLICYHOLDERS
All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter Chubb) distribute
their products through licensed insurance brokers and agents (producers). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link
located at the bottom of the page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from your producer.
Thank you for choosing Chubb.
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