INVESTMENT COMPANY BLANKET BOND
The Underwriter, in consideration of an agreed premium,
and subject to the Declarations made a part hereof, the
General Agreements, Conditions and Limitations and other
terms of this bond, agrees with the Insured, in accordance
with the Insuring Agreements hereof to which an amount of
insurance is applicable as set forth in Item 3 of the
Declarations and with respect to loss sustained by the
Insured at any time but discovered during the Bond Period,
to indemnify and hold harmless the Insured for:
INSURING AGREEMENTS
(A) FIDELITY
Loss resulting from any dishonest or fraudulent act(s),
including Larceny or Embezzlement committed by an Employee,
committed anywhere and whether committed alone or in
collusion with others, including loss of Property resulting
from such acts of an Employee, which Property is held by the
Insured for any purpose or in any capacity and whether so
held gratuitously or not and whether or not the Insured is
liable therefor. Dishonest or fraudulent act(s) as used in
this Insuring Agreement shall mean only dishonest or fraudulent
act(s) committed by such Employee with the manifest intent:
(a)
to cause the Insured to sustain such loss; and
(b)
to obtain financial benefit for the Employee, or for any other
person or organization intended by the Employee to receive
such benefit, other than salaries, commissions, fees, bonuses,
promotions, awards, profit sharing, pensions or other employee
benefits earned in the normal course of employment.
(B) AUDIT EXPENSE
Expense incurred by the Insured for that part of the costs of
audits or examinations required by any governmental regulatory
authority to be conducted either by such authority or by an
independent accountant by reason of the discovery of loss
sustained by the Insured through any dishonest or fraudulent
act(s), including Larceny or Embezzlement of any of the Employees.
The total liability of the Underwriter for such expense by reason
of such acts of any Employee or in which such Employee is
concerned or implicated or with respect to any one audit or
examination is limited to the amount stated opposite Audit Expense
in Item 3 of the Declarations; it being understood, however,
that such expense shall be deemed to be a loss sustained by the
Insured through any dishonest or fraudulent act(s), including
Larceny or Embezzlement of one or more of the Employees and the
liability under this paragraph shall be in addition to the Limit
of liability stated in Insuring Agreement (A) in Item 3 of the
Declarations.
(C) ON PREMISES
Loss of Property (occurring with or without negligence or
violence) through robbery, burglary, Larceny, theft, holdup,
or other fraudulent means, misplacement, mysterious unexplainable
disappearance, damage thereto or destruction thereof, abstraction
or removal from the possession, custody or control of the Insured,
and loss of subscription, conversion, redemption or deposit
privileges through the misplacement or loss of Property, while
the Property is (or is supposed or believed by the Insured to be)
lodged or deposited within any offices or premises located
anywhere, except in an office listed in Item 4 of the Declarations
or amendment thereof or in the mail or with a carrier for hire
other than an armored motor vehicle company, for the purpose of
transportation.
Offices and Equipment
(1) Loss of or damage to, furnishings, fixtures, stationery,
supplies or equipment, within any of the Insured's offices
covered under this bond caused by Larceny or theft in, or by
burglary, robbery or holdup of such office, or attempt thereat,
or by vandalism or malicious mischief; or
(2) loss through damage to any such office by Larceny or theft
in, or by burglary, robbery or holdup of such office or attempt
thereat, or to the interior of any such office by vandalism or
malicious mischief provided, in any event, that the Insured is
the owner of such offices, furnishings, fixtures, stationery,
supplies or equipment or is legally liable for such loss or
damage, always excepting, however, all loss or damage through fire.
(D) IN TRANSIT
Loss of Property (occurring with or without negligence or violence)
through robbery, Larceny, theft, holdup, misplacement, mysterious
unexplainable disappearance, being lost or otherwise
made away with, damage thereto or destruction thereof, and loss
of subscription, conversion, redemption or deposit privileges
through the misplacement or loss of Property, while the Property
is in transit anywhere in the custody of any person or
persons acting as messenger, except while in the mail or with a
carrier for hire, other than an armored motor vehicle company,
for the purpose of transportation, such transit to begin
immediately upon receipt of such Property by the transporting
person or persons, and to end immediately upon delivery thereof at
destination.
(E) FORGERY OR ALTERATION
Loss through FORGERY or ALTERATION of, on or in any bills of
exchange, checks, drafts, acceptances, certificates of deposit.
promissory notes, or other written promises, orders or directions to
pay sums certain in money, due bills, money orders,
warrants, orders upon public treasuries, letters of credit, written
instructions, advices or applications directed to the Insured,
authorizing or acknowledging the transfer, payment, delivery or
receipt of funds or Property, which instructions or advices or
applications purport to have been signed or endorsed
by any customer of the Insured, shareholder or subscriber to
shares, whether certificated or uncertificated, of any Investment
Company or by any financial or banking institution or stockbroker
but which instructions, advices or applications either
bear the forged signature or endorsement or have been altered
without the knowledge and consent of such customer,
shareholder or subscriber to shares, whether certificated or
uncertificated, of an Investment Company, financial or banking
institution or stockbroker, withdrawal orders or receipts for
the withdrawal of funds or 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, excluding, however, any loss covered under Insuring
Agreement (F) hereof whether or not coverage for Insuring Agreement
(F) is provided for in the Declarations of this bond. Any check or
draft (a) made payable to a fictitious payee and endorsed in the name
of such fictitious payee or (b) procured in a transaction with the
maker or drawer thereof or with one acting as an agent of such maker
or drawer or anyone impersonating another and made or drawn payable
to the one so impersonated and endorsed by anyone other than the one
impersonated, shall be deemed to be forged as to such endorsement.
Mechanically reproduced facsimile signatures are
treated the same as handwritten signatures.
(F) SECURITIES
Loss sustained by the Insured, including loss sustained by reason
of a violation of the constitution, by-laws, rules or regulations
of any Self Regulatory Organization of which the Insured is a member
or which would have been imposed upon the Insured by the
constitution, by-laws, rules or regulations of any Self Regulatory
Organization if the Insured had been a member thereof,
(1) through the Insured's having, in good faith and in the
course of business, whether for its own account or for the account
of others, in any representative, fiduciary, agency or
any other capacity, either gratuitously or otherwise, purchased or
otherwise acquired, accepted or received, or sold or delivered, or
given any value, extended any credit or assumed any liability, on
the faith of, or otherwise acted upon, any securities, documents or
other written instruments which prove to have been
(a)
counterfeited, or
(b)
forged as to the signature of any maker, drawer, issuer, endorser,
assignor, lessee, transfer agent or registrar, acceptor, surety or
guarantor or as to the signature of any person signing
in any other capacity, or
(c)
raised or otherwise altered, or lost, or stolen, or
(2) through the Insured's having, in good faith and in the
course of business, guaranteed in writing or witnessed any signatures
whether for valuable consideration or not and whether or not such
guaranteeing or witnessing is ultra vires the Insured, upon any
transfers, assignments, bills of sale, powers of attorney, guarantees,
endorsements or other obligations upon or in connection with any
securities, documents or other written instruments and which pass or
purport to pass title to such securities, documents or other written
instruments; EXCLUDING, losses caused by FORGERY or ALTERATION of,
on or in those instruments covered under Insuring Agreement (E) hereof.
Securities, documents or other written instruments shall be deemed
to mean original (including original counterparts) negotiable or
non-negotiable agreements which in and of themselves represent an
equitable interest, ownership, or debt, including an assignment
thereof which instruments are in the ordinary course of business,
transferable by delivery of such agreements with any necessary
endorsement or assignment. The word "counterfeited" as used in this
Insuring Agreement shall be deemed to mean any security, document or
other written instrument which is intended to deceive and to be taken
for an original. Mechanically produced facsimile signatures are treated
the same as handwritten signatures.
(G) COUNTERFEIT CURRENCY
Loss through the receipt by the Insured, in good faith, of any
counterfeited money orders or altered paper currencies or coin of the
United States of America or Canada issued or purporting to have been
issued by the United States of America or Canada or issued pursuant
to a United States of America or Canadian statute for use as currency.
(H) STOP PAYMENT
Loss against any and all sums which the Insured shall become
obligated to pay by reason of the Liability imposed upon the
Insured by law for damages: For having either complied with or
failed to comply with any written notice of any customer, shareholder
or subscriber of the Insured or any Authorized Representative of
such customer, shareholder or subscriber to stop payment of any check
or draft made or drawn by such customer, shareholder or subscriber or
any Authorized Representative of such customer, shareholder or
subscriber, or For having refused to pay any check or draft made
or drawn by any customer, shareholder or subscriber of the Insured
or any Authorized Representative of such customer, shareholder or
subscriber.
(I) UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from payments of dividends or fund shares, or
withdrawals permitted from any customer's, shareholder's or
subscriber's account based upon Uncollectible Items of Deposit
of a customer, shareholder or subscriber credited by the Insured or
the Insured's agent to such customer's, shareholder's
or subscriber's Mutual Fund Account; or loss resulting from any Item
of Deposit processed through an Automated Clearing House which is
reversed by the customer, shareholder or subscriber and deemed
uncollectible by the Insured.
Loss includes dividends and interest accrued not to exceed 15% of
the Uncollectible Items which are deposited.
This Insuring Agreement applies to all Mutual Funds with "exchange
privileges" if all Fund(s) in the exchange program are insured by a
National Union Fire Insurance Company of Pittsburgh,
PA for Uncollectible Items of Deposit. Regardless of the number of
transactions between Fund(s), the minimum number of days
of deposit within the Fund(s) before withdrawal as declared in the
Fund(s) prospectus shall begin from the date a
deposit was first credited to any Insured Fund(s).
GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES-CONSOLIDATION OR MERGER-NOTICE
1.
If the Insured shall, while this bond is in force, establish
any additional office or offices, such office or offices shall be
automatically covered hereunder from the dates of their
establishment, respectively. No notice to the Underwriter of an
increase during any premium period in the number of offices
or in the number of Employees at any of the offices covered
hereunder need be given and no additional premium need be
paid for the remainder of such premium period.
2.
If an Investment Company, named as Insured herein, shall,
while this bond is in force, merge or consolidate with, or
purchase the assets of another institution, coverage for such
acquisition shall apply automatically from the date of acquisition.
The Insured shall notify the Underwriter of such acquisition
within 60 days of said date, and an additional premium shall
be computed only if such acquisition involves additional offices
or employees.
B. WARRANTY
No statement made by or on behalf of the Insured, whether
contained in the application or otherwise, shall be deemed
to be a warranty of anything except that it is true to the
best of the knowledge and belief of the person making the
statement.
C. COURT COSTS AND ATTORNEYS' FEES (Applicable to all
Insuring Agreements or Coverages now or hereafter forming
part of this bond)
The Underwriter will indemnify the Insured against court costs
and reasonable attorneys' fees incurred and paid by the Insured
in defense, whether or not successful, whether or not
fully litigated on the merits and whether or not settled of any suit
or legal proceeding brought against the Insured to enforce the
Insured's liability or alleged liability on account of any loss,
claim or damage which, if established against the Insured, would
constitute a loss sustained by the Insured 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 being guilty of any dishonest or fraudulent
act(s), including Larceny or Embezzlement; or
(2)
an Employee is adjudicated to be guilty of any dishonest or
fraudulent act(s), including Larceny or Embezzlement;
(3)
in the absence of (1) or (2) above an arbitration panel agrees,
after a review of an agreed statement of facts, that an Employee
would be found guilty of dishonesty if such Employee
were prosecuted.
The Insured shall promptly give notice to the Underwriter of
any such suit or legal proceeding and at the request of the
Underwriter shall furnish it 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
suit or 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 suit or legal proceeding.
If the amount of the Insured's liability or alleged liability
is greater than the amount recoverable under this bond, or if
a Deductible Amount is applicable, or both, the liability of the
Underwriter under this General Agreement is limited to the
proportion of court costs and attorneys' fees incurred and paid
by the Insured or by the Underwriter that the amount recoverable
under this bond bears to the total of such amount
plus the amount which is not so recoverable. Such indemnity shall
be in addition to the Limit of Liability for the
applicable Insuring Agreement or Coverage.
D. FORMER EMPLOYEE
Acts of an Employee, as defined in this bond, are covered under
Insuring Agreement (A) only while the Employee is in the Insured's
employ. Should loss involving a former Employee of the Insured be
discovered subsequent to the termination of employment, coverage
would still apply under Insuring Agreement (A) if the direct
proximate cause of the loss occurred while the former Employee
performed duties within the scope of his/her employment.
THE FOREGOING INSURING AGREEMENTS AND
GENERAL AGREEMENTS ARE SUBJECT TO
THE FOLLOWING CONDITIONS
AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms, as used in this bond, shall have the
respective meanings stated in this Section:
(a) "Employee" means:
(1)
any of the Insured's officers, partners, or employees, and
(2)
any of the officers or employees 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)
attorneys retained by the Insured to perform legal services
for the Insured and the employees of such attorneys while
such attorneys or the employees of such attorneys are
performing such services for the Insured, and
(4)
guest students pursuing their studies or duties in any of
the Insured's offices, and
(5)
directors or trustees of the Insured, the investment advisor,
underwriter (distributor), transfer agent, or shareholder
accounting record keeper, or administrator authorized by
written agreement to keep financial and/or other required
records, but only while performing acts coming within the
scope of the usual duties of an officer or employee or
while 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, and
(6)
any individual or individuals assigned to perform the usual
duties of an employee within the premises of the Insured,
by contract, or by any agency furnishing temporary personnel
on a contingent or part-time basis, and
(7)
each natural person, partnership or corporation 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 any such processor
who acts as transfer agent or in any other agency capacity
in issuing checks, drafts or securities for the Insured,
unless included under Sub-section (9) hereof, and
(8)
those persons so designated in Section 15, Central Handling
of Securities, and
(9)
any officer, partner or Employee of
a) an investment advisor,
b) an underwriter (distributor),
c) a transfer agent or shareholder
accounting record-keeper, or
d) an administrator authorized by debts, debentures, scrip,
certificates, interim written agreement to keep financial
and/or other required receipts, warrants, rights, puts,
calls, straddles, spreads, transfers, coupons,
records, drafts, bills of exchange, acceptances, notes,
checks, withdrawal orders, money for an Investment Company
named as Insured while performing acts coming orders,
warehouse receipts, bills of lading, conditional sales contracts,
abstracts of title, within the scope of the usual duties of
an officer or Employee of any insurance policies, deeds,
mortgages under real estate and/or chattels and upon
Investment Company named as Insured herein, or while acting
as a member of interests therein, and assignments of such
policies, mortgages and instruments, and any committee duly
elected or appointed to examine or audit or have other valuable
papers, including books of account and other records used by the
custody of or access to the Property of any such Investment
Company, Insured in the conduct of its business, and all other
instruments similar to or in the provided that only Employees
or partners of a transfer agent, nature of the foregoing
including Electronic Representations of such instruments
shareholder accounting record-keeper or administrator which is
an affiliated enumerated above (but excluding all data
processing records) in which the Insured person as defined in
the Investment Company Act of 1940, of an has an interest or
in which the Insured acquired or should have acquired an
Investment Company named as Insured or is an affiliated person
of the adviser, interest by reason of a predecessor's declared
financial condition at the time of underwriter or administrator
of such Investment Company, and which is not the Insured's
consolidation or merger with, or purchase of the principal
assets of, such a bank, shall be included within the definition
of Employee. predecessor or which are held by the Insured for
any purpose or in any capacity Each employer of temporary
personnel and whether so held by the Insured for any purpose
or in any capacity and whether so or processors as set forth
in Sub-Sections (6) and of Section 1(a) and held gratuitously
or not and whether or not the Insured is liable therefor.
their partners, officers and employees shall collectively be
deemed to be one (c) "Forgery" means the signing of the name
of person for all the purposes of this bond, excepting, however,
the last paragraph another with intent to deceive; it does
not include the signing of one's own name with of Section 13.
or without authority, in any capacity, for any purpose.
Brokers, or other agents under contract or representatives of
the same general (d) "Larceny and Embezzlement" as it applies
character shall not be considered Employees. to any named
Insured means those acts as set forth in Section 37 of the
Investment
(b) "Property" means money (i.e.. currency,
Company Act of 1940. coin, bank notes, Federal Reserve notes),
postage and revenue stamps, U.S. Savings (e) "Items of Deposit"
means any one or more checks and drafts. Items of Deposit shall
Stamps, bullion, precious metals of all kinds and in any form
and articles made not be deemed uncollectible until the
Insured's collection procedures have failed.
therefrom, jewelry, watches, necklaces, bracelets, gems,
precious and semi-precious SECTION 2. EXCLUSIONS
stones, bonds, securities, evidences of
THIS BOND DOES NOT COVER: securities transactions upon
Security Exchanges or over the counter
(a) loss effected directly or indirectly by means market,
(c) Investment Companies,
of forgery or alteration of, on or in any or (d) Investment
Advisors, or
instrument, except when covered by (2) of any rule or
regulation made
Insuring Agreement (A), (E), (F) or (G). pursuant to any
such law, unless such
(b) loss due to riot or civil commotion outside loss,
in the absence of such laws, the United States of America
and Canada; rules or regulations, would be
or loss due to military, naval or usurped covered under
Insuring Agreements power, war or insurrection unless
such loss (A) or (E). occurs in transit in the
circumstances recited in Insuring Agreement (D), and (g)
loss of Property or loss of privileges
unless, when such transit was initiated, through the
misplacement or loss of there was no knowledge of such
riot, civil Property as set forth in Insuring Agreement
commotion, military, naval or usurped (C) or (D) while
the Property is in the power, war or insurrection on the
part of custody of any armored motor vehicle any person
acting for the Insured in company, unless such loss shall
be in initiating such transit. excess of the amount
recovered or (c) loss, in time of peace or war, directly or
received by the Insured under (a) the indirectly caused by or
resulting from the Insured's contract with said armored motor
effects of nuclear fission or fusion or vehicle company, (b)
insurance carried by radioactivity; provided, however, that
this said armored motor vehicle company for paragraph shall
not apply to loss resulting the benefit of users of its
service, and (c) from industrial uses of nuclear energy.
all other insurance and indemnity in force in (d) loss resulting
from any wrongful act or acts whatsoever form carried by or
for the of any person who is a member of the benefit of
users of said armored motor Board of Directors of the Insured
or a vehicle company's service, and then this member of any
equivalent body by bond shall cover only such excess. whatsoever
name known unless such (h) potential income, including but not
limited to person is also an Employee or an elected interest and
dividends, not realized by the official, partial owner or partner
of the Insured because of a loss covered under Insured in some
other capacity, nor, in any this bond, except as included under
Insuring event, loss resulting from the act or acts of Agreement
(I). any person while acting in the capacity of a (i) all damages
of any type for which the member of such Board or equivalent body.
Insured is legally liable, except direct (e) loss resulting from
the complete or partial compensatory damages arising from a loss
non-payment of, or default upon, any loan covered under this bond.
or transaction in the nature of, or amounting (j) loss through
the surrender of Property to, a loan made by or obtained from the
away from an office of the Insured as a Insured or any of its
partners, directors or result of a threat Employees, whether
authorized or unauthorized and whether procured in good (1) to do
bodily harm to any person, faith or through trick, artifice, fraud
or false except loss of Property in transit in pretenses. unless
such loss is covered the custody of any person acting as under
Insuring Agreement (A), (E) or (F). messenger provided that when
such (f) loss resulting from any violation by the transit was
initiated there was no Insured or by any Employee knowledge by
the Insured of any such threat, or
(1) of law regulating (a) the issuance, (2) to do damage to
the premises or purchase or sale of securities, (b) Property of
the Insured, except when covered under Insuring Agreement (A).
(k)
all costs, fees and other expenses incurred by the Insured in
establishing the existence of or amount of loss covered under
this bond unless such indemnity is provided for under Insuring
Agreement (B).
(l)
loss resulting from payments made or withdrawals from the account
of a customer of the Insured, shareholder or subscriber to shares
involving funds erroneously credited to such account, unless such
payments are made to or withdrawn by such depositor or
representative of such person, who is within the premises of the
drawee bank of the Insured or within the office of the Insured
at the time of such payment or withdrawal or unless such payment
is covered under Insuring Agreement (A).
(m)
any loss resulting from Uncollectible Items of Deposit which are
drawn from a financial institution outside the fifty states of
the United States of America, District of Columbia, and territories
and possessions of the United States of America, and Canada.
SECTION 3. ASSIGNMENT OF RIGHTS
This bond does not afford coverage in favor of any Employers of
temporary personnel or of processors as set forth in sub-sections
(6) and (7) of Section 1(a) of this bond, as aforesaid, and upon
payment to the Insured by the Underwriter on account of any loss
through dishonest or fraudulent act(s) including 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 Insured's 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 Insured to
the Underwriter, and the Insured shall execute all papers necessary
to secure to the Underwriter the rights herein provided for.
SECTION 4. LOSS -NOTICE -PROOF-
LEGAL PROCEEDINGS
This bond is for the use and benefit only of the Insured named in the
Declarations and the Underwriter shall not be liable hereunder for
loss sustained by anyone other than the Insured unless the Insured,
in its sole discretion and at its option, shall include such loss in
the Insured's proof of loss. At the earliest practicable moment after
discovery of any loss hereunder the Insured shall give the Underwriter
written notice thereof and shall also within six months after such
discovery furnish to the Underwriter affirmative proof of loss with
full particulars. If claim is made under this bond for loss of
securities or shares, the Underwriter shall not be liable unless
each of such securities or shares is identified in such proof of
loss by a certificate or bond number or, where such securities or
shares are uncertificated, by such identification means as agreed
to by the Underwriter. The Underwriter shall have thirty days after
notice and proof of loss within which to investigate the claim,
but where the loss is clear and undisputed, settlement shall be
made within forty-eight hours; and this shall apply notwithstanding
the loss is made up wholly or in part of securities of which
duplicates may be obtained. Legal proceedings for recovery of any
loss hereunder shall not be brought prior to the expiration of sixty
days after such proof of loss is filed with the Underwriter nor after
the expiration of twenty-four months from the discovery of such loss,
except that any action or proceeding to recover hereunder on account
of any judgment against the Insured in any suit mentioned in General
Agreement C or to recover attorneys' fees paid in any such suit, shall
be begun within twenty-four months from the date upon which the
judgment in such suit shall become final. If any limitation embodied
in this bond is prohibited by any law controlling the construction
hereof, such limitation shall be deemed to be amended so as to be equal
to the minimum period of limitation permitted by such law.
Discovery occurs when the Insured
(a)
becomes aware of facts, or
(b)
receives written notice of an actual or potential claim by a third
party which alleges that the Insured is liable under circumstance
which would cause a reasonable person to assume that a loss covered
by the bond has been or will be incurred even though the exact amount
or details of loss may not be then known.
SECTION 5. VALUATION OF PROPERTY
The value of any Property, except books of accounts or other records
used by the Insured in the conduct of its business, for the loss of
which a claim shall be made hereunder, shall be determined by the
verage market value of such Property on the business day next preceding
the discovery of such loss; provided, however, that the value of any
Property replaced by the Insured prior to the payment of claim therefor
shall be the actual market value at the time of replacement; and further
provided that in case of a loss or misplacement of interim certificates,
warrants, rights, or other securities, the production which is necessary
to the exercise of subscription, conversion, redemption or deposit
privileges, the value thereof shall be the market value of such
privileges immediately preceding the expiration thereof if said loss or
misplacement 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 or by arbitration.
In case of any loss or damage to Property consisting of books of accounts
or other records used by the Insured in the conduct of its business, the
Underwriter shall be liable under this bond only if such books or records
are actually reproduced and then for not more than the cost of blank
books, blank pages or other materials plus the cost of labor for the
actual transcription or copying of data which shall have been furnished
by the Insured in order to reproduce such books and other records.
SECTION 6. VALUATION OF PREMISES AND FURNISHINGS
In case of damage to any office of the Insured, or loss of or damage to
the furnishings, fixtures, stationery, supplies, equipment, safes or
vaults therein, the Underwriter shall not be liable for more than the
actual cash value thereof, or for more than the actual cost of their
replacement or repair. The Underwriter may, at its election, pay such
actual cash value or make such replacement or repair. If the Underwriter
and the Insured cannot agree upon such cash value or such cost of
replacement or repair, such shall be determined by arbitration.
SECTION 7. LOST SECURITIES
If the Insured shall sustain a loss of securities the total value of
which is in excess of the limit stated in Item 3 of the Declarations
of this bond, the liability of the Underwriter shall be limited to
payment for, or duplication of, securities having value equal to the
limit stated in Item 3 of the Declarations of this bond.
If the Underwriter shall make payment to the Insured for any loss of
securities, the Insured shall thereupon assign to the Underwriter all
of the Insured's rights, title and interests in and to said securities.
With respect to securities the value of which do not exceed the Deductible
Amount (at the time of the discovery of the loss) and for which the
Underwriter may at its sole discretion and option and at the request of
the Insured issue a Lost Instrument Bond or Bonds to effect replacement
thereof, the Insured will pay the usual premium charged therefor and will
indemnify the Underwriter against all loss or expense that the Underwriter
may sustain because of the issuance of such Lost Instrument Bond or Bonds.
With respect to securities the value of which exceeds the Deductible Amount
(at the time of discovery of the loss) and for which the Underwriter may
issue or arrange for the issuance of a Lost Instrument Bond or Bonds to
effect replacement thereof, the Insured agrees that it will pay as
premium therefor a proportion of the usual premium charged therefor,
said proportion being equal to the percentage that the Deductible
Amount bears to the value of the securities upon discovery of the loss,
and that it will indemnify the issuer of said Lost Instrument Bond or
Bonds against all loss and expense that is not recoverable from the
Underwriter under the terms and conditions of this INVESTMENT COMPANY
BLANKET BOND subject to the Limit of Liability hereunder.
SECTION 8. SALVAGE
In case of recovery, whether made by the Insured or by the Underwriter,
on account of any loss in excess of the 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 net amount of such recovery,
less the actual costs and expenses of making same, shall be applied to
reimburse the Insured in full for the excess portion of such loss, and
the remainder, if any, shall be paid first in reimbursement of the
Underwriter and thereafter in reimbursement of the Insured for that
part of such loss within the Deductible Amount. The Insured shall
execute all necessary papers to secure to the Underwriter the rights
provided for herein.
SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL
LIABILITY
At all times prior to termination hereof this bond shall continue in
force for the limit stated in the applicable sections of Item 3 of
the Declarations of this bond notwithstanding any previous 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 all loss resulting from
(a)
any one act of burglary, robbery or holdup, or attempt thereat, in
which no Partner or Employee is concerned or implicated shall be
deemed to be one loss, 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,
shall be deemed to be one loss, or
(c)
all wrongful acts, other than those specified in (a) above, of any
one person shall be deemed to be one loss, or
(d)
all wrongful acts, other than those specified in (a) above, of one
or more persons (which dishonest act(s) or act(s) of Larceny or
Embezzlement include, but are not limited to, the failure of an
Employee to report such acts of others) whose dishonest act or acts
intentionally or unintentionally, knowingly or unknowingly, directly
or indirectly, aid or aids in any way, or permits the continuation of,
the dishonest act or acts
of any other person or persons shall be deemed to be one loss with
the act or acts of the persons aided, or
(e) any one casualty or event other than those specified in
(a), (b), (c) or (d) preceding, shall be deemed to be one loss, and
shall be limited to the applicable Limit of Liability stated in Item
3 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. Sub-section (c) is not applicable to any
situation to which the language of sub-section (d) applies.
SECTION 10. LIMIT OF LIABILITY
With respect to any loss set forth in the PROVIDED clause of Section 9
of this bond which is recoverable or recovered in whole or in part
under any other bonds or policies issued by the Underwriter to the
Insured or to any predecessor in interest of the Insured and terminated
or cancelled or allowed to expire and in which the period for discovery
has not expired at the time any such loss thereunder is discovered, the
total liability of the Underwriter under this bond and under other bonds
or policies shall not exceed, in the aggregate, the amount carried
hereunder on such loss or the amount available to the Insured under
such other bonds or policies, as limited by the terms and conditions
thereof, for any such loss if the latter amount be the larger.
SECTION 11. OTHER INSURANCE
If the Insured shall hold, as indemnity against any loss covered
hereunder, any valid and enforceable insurance or suretyship, the
Underwriter shall be liable hereunder only for such amount of such
loss which is in excess of the amount of such other insurance or
suretyship, not exceeding, however, the Limit of Liability of this
bond applicable to such loss.
SECTION 12. DEDUCTIBLE
The Underwriter shall not be liable under any of the Insuring
Agreements of this bond on account of loss as specified,
respectively, in sub-sections (a), (b), (c),
(d) and (e) of Section 9, NON-REDUCTION AND NON-ACCUMULATION OF
LIABILITY AND TOTAL LIABILITY, unless the amount of such loss,
after deducting the net amount of all reimbursement and/or recovery
obtained or made by the Insured, other than from any bond or policy
of insurance issued by an insurance company and covering such loss,
or by the Underwriter on account thereof prior to payment by the
Underwriter of such loss, shall exceed the Deductible Amount set
forth in Item 3 of the Declarations hereof (herein called Deductible
Amount) and then for such excess only, but in no event for more than
the applicable Limit of Liability stated in Item 3 of the Declarations.
The Insured will bear, in addition to the Deductible Amount, premiums
on Lost Instrument Bonds as set forth in Section 7.
There shall be no deductible applicable to any loss under Insuring
Agreement A sustained by any Investment Company named as Insured herein.
SECTION 13. TERMINATION
The Underwriter may terminate this bond as an entirety by furnishing
written notice specifying the termination date which cannot be prior
to 60 days after the receipt of such written notice by each
Investment Company named as Insured and the Securities and Exchange
Commission, Washington, D.C. The Insured may terminate this bond as an
entirety by furnishing written notice to the Underwriter. When the
Insured cancels, the Insured shall furnish written notice to the
Securities and Exchange Commission, Washington. D.C. prior to 60
days before the effective date of the termination. The Underwriter
shall notify all other Investment Companies named as Insured of
the receipt of such termination notice and the termination cannot
be effective prior to 60 days after receipt of written notice by
all other Investment Companies. Premiums are earned until the
termination date as set forth herein. This Bond will terminate as to
any one Insured immediately upon taking over of such Insured by a
receiver or other liquidator or by State or Federal officials, or
immediately upon 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. or immediately
upon such Insured ceasing to exist, whether through merger into
another entity, or by disposition of all of its assets.
The Underwriter shall refund the unearned premium computed at short
rates in accordance with the standard short rate cancellation tables
if terminated by the Insured or pro rata if terminated for any other
reason.
This Bond shall terminate
(a)
as to any Employee as soon as any partner, officer or supervisory
Employee of the Insured, who is not in collusion with such Employee,
shall learn of any dishonest or fraudulent act(s), including Larceny
or Embezzlement on the part of such Employee without prejudice to the
loss of any Property then in transit in the custody of such Employee
(See Section 16[d]), or
(b)
as to any Employee 60 days after receipt by each Insured and by the
Securities and Exchange Commission of a written notice from the
Underwriter of its desire to terminate this bond as to such Employee,
or
(c)
as to any person, who is a partner, officer or employee of any
Electronic Data Processor covered under this bond, from and after
the time that the Insured or any partner or officer thereof not in
collusion with such person shall have knowledge or information that
such person has committed any dishonest or fraudulent act(s),
including Larceny or Embezzlement in the service of the Insured or
otherwise, whether such act be committed before or after the time
this bond is effective.
SECTION 14. RIGHTS AFTER TERMINATION OR CANCELLATION
At any time prior to the termination or cancellation of this bond as
an entirety, whether by the Insured or the Underwriter, the Insured
may give to the Underwriter notice that it desires under this bond
an additional period of 12 months within which to discover loss
sustained by the Insured prior to the effective date of such termination
or cancellation and shall pay an additional premium therefor.
Upon receipt of such notice from the Insured, the Underwriter
shall give its written consent thereto; provided, however, that
such additional period of time shall terminate immediately;
(a)
on the effective date of any other insurance obtained by the Insured,
its successor in business or any other party, replacing in whole or
in part the insurance afforded by this bond, whether or not such other
insurance provides coverage for loss sustained prior to its effective
date, or
(b)
upon takeover of the Insured's business by any State or Federal
official or agency, or by any receiver or liquidator, acting or
appointed for this purpose
without the necessity of the Underwriter giving notice of such
termination. In the event that such additional period of time is
terminated, as provided above, the Underwriter shall refund any
unearned premium.
The right to purchase such additional period for the discovery of
loss 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 for the operation or for the
liquidation thereof or for any other purpose.
SECTION 15. CENTRAL HANDLING OF SECURITIES
Securities included in the systems for the central handling
of securities established and maintained by Depository Trust
Company, Midwest Depository Trust Company, Pacific Securities
Depository Trust Company, and Philadelphia Depository Trust
Company, hereinafter called Corporations, to the extent of the
Insured's interest therein as effective by the making of appropriate
entries on the books and records of such Corporations shall be
deemed to be Property. The words "Employee" and "Employees" shall
be deemed to include the officers, partners, clerks and other
employees of the New York Stock Exchange, Boston Stock Exchange,
Midwest Stock Exchange, Pacific Stock Ex-change and Philadelphia
Stock Exchange, hereinafter called Exchanges, and of the above
named Corporations, and of any nominee in whose name is registered
any security included within the systems for the central handling
of securities established and maintained by such Corporations, and
any employee of any recognized service company, while such officers,
partners, clerks and other employees and employees of service
companies perform services for such Corporations in the operation
of such systems. For the purpose of the above definition a recognized
service company shall be any company providing clerks or other
personnel to said Exchanges or Corporation on a contract basis.
The Underwriter shall not be liable on account of any loss(es) in
connection with the central handling of securities within the systems
established and maintained by such Corporations, unless such loss(es)
shall be in excess of the amount(s) recoverable or recovered under any
bond or policy of insurance indemnifying such Corporations, against
such loss(es), and then the Underwriter shall be liable hereunder only
for the Insured's share of such excess loss(es), but in no event for
more than the Limit of Liability applicable hereunder. For the purpose
of determining the Insured's share of excess loss(es) it shall be deemed
that the Insured has an interest in any certificate representing any
security included within such systems equivalent to the interest the
Insured then has in all certificates representing the same security
included within such systems and that such Corporations shall use their
best judgement in apportioning the amount(s) recoverable or recovered
under any bond or policy of insurance indemnifying such Corporations
against such loss(es) in connection with the central handling of
securities within such systems among all those having an interest
as recorded by appropriate entries in the books and records of such
Corporations in Property involved in such loss(es) on the basis that
each such interest shall share in the amount(s) so recoverable or
recovered in the ratio that the value of each such interest bears to
the total value of all such interests and that the Insured's share of
such excess loss(es) shall be the amount of the Insured's interest
in such Property in excess of the amount(s) so apportioned to the
Insured by such Corporations.
This bond does not afford coverage in favor of such Corporations or
Exchanges or any nominee in whose name is registered any security
included within the systems for the central handling of securities
established and maintained by such Corporations, and upon payment
to the Insured by the Underwriter on account of any loss(es) within
the systems, an assignment of such of the Insured's rights and
causes of action as it may have against such Corporations or Exchanges
shall to the extent of such payment, be given by the Insured to the
Underwriter, and the Insured shall execute all papers necessary to
secure to the Underwriter the rights provided for herein.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one corporation, co-partnership or person or any
combination of them be included as the Insured herein:
(a)
the total liability of the Underwriter hereunder for loss or losses
sustained by any one or more or all of them shall not exceed the
limit for which the Underwriter would be liable hereunder if all
such loss were sustained by any one of them,
(b)
the one first named herein shall be deemed authorized to make, adjust
and receive and enforce payment of all claims hereunder and shall
be deemed to be the agent of the others for such purposes and for
the giving or receiving of any notice required or permitted to be
given by the terms hereof, provided that the Underwriter shall
furnish each named Investment Company with a copy of the bond and
with any amendment thereto, together with a copy of each formal
filing of the settlement of each such claim prior to the execution
of such settlement,
(c)
the Underwriter shall not be responsible for the proper application
of any payment made hereunder to said first named Insured,
(d)
knowledge possessed or discovery made by any partner, officer or
supervisory Employee of any Insured shall for the purposes of Section
4 and Section 13 of this bond constitute knowledge or discovery by
all the Insured, and
(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.
SECTION 17. NOTICE AND CHANGE OF CONTROL
Upon the Insured's obtaining knowledge of a transfer of its
outstanding voting securities which results in a change in control
(as set forth in Section 2(a) (9) of the Investment Company Act of
1940) of the Insured, the Insured shall within thirty (30) days of
such knowledge give written notice to the Underwriter setting forth:
(a)
the names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are requested 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. Failure to give the required notice shall result in
termination of coverage of this bond, effective upon the date of
stock transfer for any loss in which any transferee is concerned
or implicated. Such notice is not required to be given in the
case of an Insured which is an Investment Company.
SECTION 18. CHANGE OR MODIFICATION
This bond or any instrument amending or effecting same may
not be changed or modified orally. No changes in or modification
thereof shall be effective unless made by written endorsement
issued to form a part hereof over the signature of the Underwriter's
Authorized Representative. When a bond covers only one Investment
Company no change or modification which would adversely affect the
rights of the Investment Company shall be effective prior to 60
days after written notification has been furnished to the Securities
nd Exchange Commission, Washington, D.C. by the Insured or by the
Underwriter. If more than one Investment Company is named as the
Insured herein, the Underwriter shall give written notice to each
Investment Company and to the Securities and Exchange Commission,
Washington, D.C. not less than 60 days prior to the effective date
of any change or modification which would adversely affect the rights
of such Investment Company.
IN WITNESS WHEREOF, the Underwriter has caused this bond to be
executed on the Declarations Page. `
Grafico Azioni ProShares Short S&P500 (AMEX:SH)
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Grafico Azioni ProShares Short S&P500 (AMEX:SH)
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