Regulatory Filings • Aug 15, 2024
Regulatory Filings
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August 14, 2024
U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: CĪON Investment Corporation File No. 814-00941 Rule 17g-1(g) Fidelity Bond Filing
Ladies and Gentlemen:
On behalf of CĪON Investment Corporation (the "Company"), enclosed herewith for filing, pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), are the following:
If you have any questions regarding this submission, please do not hesitate to contact me at (212) 418-4700.
Very truly yours,
/s/ Stephen Roman
Stephen Roman Chief Compliance Officer and Secretary
The undersigned, Stephen Roman, Secretary of CĪON Investment Corporation, a Maryland corporation (the "Company"), does hereby certify that:
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 14th day of August 2024.
/s/ Stephen Roman
Stephen Roman Chief Compliance Officer and Secretary
WHEREAS, Section 17(g) of the Investment Company Act of 1940, as amended (the "1940 Act"), and Rule 17g-1(a) thereunder, require a business development company ("BDC"), such as the Company, to provide and maintain a bond which shall be issued by a reputable fidelity insurance company, authorized to do business in the place where the bond is issued, to protect the Company against larceny and embezzlement, covering each officer and employee of the BDC who may singly, or jointly with others, have access to the securities or funds of the BDC, either directly or through authority to draw upon such funds of, or to direct generally, the disposition of such securities, unless the officer or employee has such access solely through his position as an officer or employee of a bank (each, a "Covered Person"); and
WHEREAS, Rule 17g-1 under the 1940 Act ("Rule 17g-1") specifies that the bond may be in the form of (i) an individual bond for each covered person, or a schedule or blanket bond covering such persons, (ii) a blanket bond which names the Company as the only insured (a "single insured bond"), or (iii) a bond which names the Company and one or more other parties as insureds (a "joint insured bond"), as permitted by Rule 17g-1; and
WHEREAS, Rule 17g-1 requires that a majority of directors who are not "interested persons" of the BDC, as such term is defined under the 1940 Act (the "Non-Interested Directors"), approve periodically (but not less than once every 12 months) the reasonableness of the form and amount of the bond, with due consideration to the value of the aggregate assets of the Company to which any covered person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of securities and other investments to be held by the Company, and pursuant to factors contained in Rule 17g-1; and
WHEREAS, under Rule 17g-1, the Company is required to make certain filings with the SEC and give certain notices to each member of the Board in connection with the bond, and designate an officer who shall make such filings and give such notices.
NOW THEREFORE BE IT RESOLVED, that having considered the expected aggregate value of the securities and funds of the Company to which officers or employees of the Company may have access (either directly or through authority to draw upon such funds or to direct generally the disposition of such securities), the type and terms of the arrangements made for the custody of such securities and funds, the nature of securities and other investments to be held by the Company, the accounting procedures and controls of the Company, the nature and method of conducting the operations of the Company, and the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, it is determined that the amount, type, form, premium and coverage, covering the officers and employees of the Company and insuring the Company against loss from fraudulent or dishonest acts, including larceny and embezzlement, issued by AXIS Insurance Company having an aggregate coverage of \$3,000,000 (the "Fidelity Bond") is reasonable, and the Fidelity Bond be, and hereby is, approved by the Board, including a majority of the Non-Interested Directors;
FURTHER RESOLVED, that having considered the expected aggregate value of the securities and funds of the Company to which officers or employees of the Company may have access (either directly or through authority to draw upon such funds or to direct generally the disposition of such
securities), the type and terms of the arrangements made for the custody of such securities and funds, the nature of securities and other investments to be held by the Company, the accounting procedures and controls of the Company, the nature and method of conducting the operations of the Company, and the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder, it is determined that the amount, type, form, premium and coverage, covering the officers and employees of the Company and insuring the Company against loss from fraudulent or dishonest acts, including larceny and embezzlement, issued by AXIS Insurance Company having an aggregate coverage of \$3,000,000 is reasonable, and the Fidelity Bond be, and hereby is, approved by a majority of the Non-Interested Directors;
FURTHER RESOLVED, that the officers of the Company be, and they hereby are, authorized to take all appropriate actions to provide and maintain the Fidelity Bond on behalf of the Company;
FURTHER RESOLVED, that the Chief Compliance Officer of the Company or his designee be and hereby is, designated as the party responsible for making the necessary filings and giving the notices with respect to such bond required by paragraph (g) of Rule 17g-1 under the 1940 Act;
FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to make or cause to be made, and to execute and deliver, all such additional agreements, documents, instruments and certifications and to take all such steps, and to make all such payments, fees and remittances, as any one or more of such officers may at any time or times deem necessary or desirable in order to effectuate the purpose and intent of the foregoing resolutions; and
FURTHER RESOLVED, that any and all actions previously taken by the Company or any of its directors, Authorized Officers or other employees in connection with the documents, and actions contemplated by the foregoing resolutions be, and they hereby are, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of the Company.

Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation.

This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the Office of Foreign Assets Control (OFAC).
THE OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") OF THE US DEPARTMENT OF THE TREASURY ADMINISTERS AND ENFORCES ECONOMIC AND TRADE SANCTIONS BASED ON US FOREIGN POLICY AND NATIONAL SECURITY GOALS AGAINST TARGETED FOREIGN COUNTRIES AND REGIMES, TERRORISTS, INTERNATIONAL NARCOTICS TRAFFICKERS, THOSE ENGAGED IN ACTIVITIES RELATED TO THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION, AND OTHER THREATS TO THE NATIONAL SECURITY, FOREIGN POLICY OR ECONOMY OF THE UNITED STATES.
WHENEVER COVERAGE PROVIDED BY THIS POLICY WOULD BE IN VIOLATION OF ANY U.S. ECONOMIC OR TRADE SANCTIONS, SUCH COVERAGE SHALL BE NULL AND VOID.
FOR MORE INFORMATION, PLEASE REFER TO:
HTTPS://WWW.TREASURY.GOV/RESOURCE-CENTER/SANCTIONS/PAGES/DEFAULT.ASPX
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK STATE INSURANCE DEPARTMENT. HOWEVER, SUCH FORMS AND RATES MUST MEET THE MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND REGULATIONS.
| FINANCIAL INSTITUTION Standard Form No. 14, Revised to October, 1987 |
BOND | |||
|---|---|---|---|---|
| Bond No. P-001-000331749-05 |
||||
| AXIS Insurance Company (admitted) |
||||
| 233 South Wacker Drive, Suite 4930, Chicago, IL 60606 |
||||
| (866) 259-5435 |
||||
| A Stock Insurer |
||||
| (Herein called Underwriter) |
||||
| DECLARATIONS | ||||
| Item 1. Name of Insured (herein called |
Insured): CION |
Investment Corporation |
||
| Principal Address: |
100 Park New York, |
Avenue, 25th Floor NY 10017 |
||
| Item 2. Bond Period: from 12:01 a.m. on |
07/02/2024 (MONTH, DAY, YEAR) |
to 12:01 a.m. on |
07/02/2025 (MONTH, DAY, YEAR) |
|
| Item 3. The Aggregate Limit of Liability of the |
Underwriter during the |
Bond Period shall be |
\$3,000,000 | |
| Item 4. Subject to Sections 4 and 11 hereof, |
the Single Loss Limit of Liability is \$1,500,000 and the Single Loss Deductible is \$25,000
Provided, however, that if any amounts are inserted below opposite specified Insuring Agreements or Coverages, those amounts shall be controlling. Any amount set forth below shall be part of and not in addition to amounts set forth above. (If an Insuring Agreement or Coverage is to be deleted, insert "Not Covered.")
| Amount applicable to: |
Single Loss Limit of Liability |
Single Loss Deductible |
|---|---|---|
| Insuring Agreement (A) – FIDELITY |
\$1,500,000 | \$25,000 |
| Insuring Agreement (B) – ON PREMISES |
\$1,500,000 | \$25,000 |
| Insuring Agreement (C) – IN TRANSIT |
\$1,500,000 | \$50,000 |
| Insuring Agreement (D)—FORGERY OR ALTERATION |
\$1,500,000 | \$25,000 |
| Insuring Agreement (E)—SECURITIES |
\$1,500,000 | \$25,000 |
| Insuring Agreement (F) – COUNTERFEIT CURRENCY |
\$1,500,000 | \$25,000 |
| Coverage on Partners |
Not Covered |
|
| Optional Insuring Agreements and Coverages: |
||
| Audit Expense |
\$25,000 | \$5,000 |
| Claim Expense |
\$25,000 | \$5,000 |
| Computer Systems Fraud |
\$1,500,000 | \$25,000 |
| Customer Funds Transfer Fraud |
\$1,500,000 | \$25,000 |
| Stop Payment Order Liability |
\$25,000 | \$5,000 |
| Unauthorized Signatures |
\$25,000 | \$5,000 |
| Uncollectible Items of Deposit |
\$25,000 | \$5,000 | |
|---|---|---|---|
| Aggregate Limit of Liability |
|||
| Social Engineering Fraud |
\$250,000 | \$250,000 | \$25,000 |
If "Not Covered" is inserted above opposite any specified Insuring Agreement or Coverage, such Insuring Agreement or Coverage and any other reference thereto in this bond shall be deemed to be deleted therefrom.
Item 5. The liability of the Underwriter is subject to the terms of the following riders attached hereto. All of the terms and conditions of this bond apply to such riders except to the extent the rider explicitly provides otherwise.
| State Fraud Statement |
AXIS 104 0415 |
|
|---|---|---|
| Policyholder Notice - Economic And Trade Sanctions |
AXIS 906 0316 |
|
| Financial Institution Bond (Standard Form No. 14) |
TSB 5062b 1087 |
|
| Signature Page |
AXIS 102AIC 0615 |
|
| 1 | Audit Expense Insuring Agreement Rider |
AXIS 1012153 0119 |
| 2 | Claim Expense Insuring Agreement Rider |
AXIS 1012155 0119 |
| 3 | Amend Fidelity Insuring to Include Larceny and Embezzlement Agreement Rider |
AXIS 1012168 0119 |
| 4 | Amend Counterfeit Currency or Money Insuring Agreement Rider |
AXIS 1012171 0119 |
| 5 | Unauthorized Signatures Insuring Agreement Rider |
AXIS 1012176 0622 |
| 6 | Protected Information Exclusion Rider |
AXIS 1012180 0119 |
| 7 | Notice of Loss by Rider |
AXIS 1012189 0119 |
| 8 | Change of Ownership or Control Notice Rider |
AXIS 1012191 0119 |
| 9 | Customer Funds Transfer Fraud Insuring Agreement with Call Back for Transfers in Excess of the Deductible Rider |
AXIS 1012198 0322 |
| 10 | Amend Ownership or Covered Property Condition Rider |
AXIS 1012199 0119 |
| 11 | Stop Payment Order Liability Insuring Agreement Rider |
AXIS 1012200 0119 |
| 12 | Uncollectible Items of Deposit Insuring Agreement Rider |
AXIS 1012202 0722 |
| 13 | Amend Definition of Employee to Include Affiliated Persons Rider |
AXIS 1012203 0119 |
| 14 | Notice of Cancellation to Third Party Rider |
AXIS 1012206 0119 |
| 15 | Investment Company No Deductible Rider |
AXIS 1012214 0119 |
| 16 | Social Engineering Fraud Insuring Agreement Rider |
AXIS 1012225 0221 |
| 17 | New York Statutory Rider |
AXIS 1012253 0119 |
| 18 | Computer Systems Fraud Insuring Agreement Rider |
AXIS 1012861 0221 |
| 19 | Amend Exclusion (M) Rider |
AXIS 1012869 0421 |
| 20 | Amend Definition of Property Rider (Does Not Include Non Fungible Tokens) |
AXIS 1012870 0521 |
| 21 | Central Handling of Securities Rider |
SR 5967e 1087 |
| 22 | ERISA Rider |
SR 6145b 0690 |
| 23 | New York Statutory Rider |
SR 6180d 0709 |
| 24 | Cryptocurrency Exclusion Rider |
SR 6343 0321 |
The Underwriter, in consideration of an agreed premium, and in reliance upon all statements made and information furnished to the Underwriter by the Insured in applying for this bond, and subject to the Declarations, Insuring Agreements, General Agreements, Conditions and Limitations and other terms hereof, agrees to indemnify the Insured for:
(A) Loss resulting directly from dishonest or fraudulent acts committed by an Employee acting alone or in collusion with others.
Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent:
As used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment, including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
(B) (1) Loss of Property resulting directly from
while the Property is lodged or deposited within offices or premises located anywhere.
provided that
(C) Loss of Property resulting directly from robbery, common-law or statutory larceny, theft, misplacement, mysterious unexplainable disappearance, being lost or made away with, and damage thereto or destruction thereof, while the Property is in transit anywhere in the custody of
A. Loss sustained by any nominee organized by the Insured for the purpose of handling certain of its business transactions and composed exclusively of its Employees shall, for all the purposes of this bond and whether or not any partner of such nominee is implicated in such loss, be deemed to be loss sustained by the Insured.
B. If the Insured shall, while this bond is in force, establish any additional offices, other than by consolidation or merger with, or purchase or acquisition of assets or liabilities of, another institution such offices shall be automatically covered hereunder from the date of such establishment without the requirement of notice to the Underwriter or the payment of additional premium for the remainder of the premium period.
(iii) Negotiable Instruments not payable to bearer, or not endorsed, or with restrictive endorsements.
Coverage under this Insuring Agreement begins immediately upon the receipt of such Property by the natural person or Transportation Company and ends immediately upon delivery to the designated recipient or its agent.
(1) Forgery or alteration of, on or in any Negotiable Instrument (except an Evidence of Debt), Acceptance, Withdrawal Order, receipt for the withdrawal of Property, Certificate of Deposit or Letter of Credit.
(2) transferring, paying or delivering any funds or Property or establishing any credit or giving any value on the faith of any written instructions or advices directed to the Insured and authorizing or acknowledging the transfer, payment, delivery or receipt of funds or Property, which instructions or advices purport to have been signed or endorsed by any customer of the Insured or by any financial institution but which instructions or advices either bear a signature which is a Forgery or have been altered without the knowledge and consent of such customer or financial institution.
A mechanically reproduced facsimile signature is treated the same as a handwritten signature.
(E) Loss resulting directly from the insured having, in good faith, for its own account or for the account of others
(1) acquired, sold or delivered, or given value, extended credit or assumed liability, on the faith of, any original
(2) guaranteed in writing or witnessed any signature upon any transfer, assignment, bill of sale, power of attorney, Guarantee, or any items listed in (a) through (c) above.
(3) acquired, sold or delivered, or given value, extended credit or assumed liability, on the faith of any item listed in (a) and (b) above which is a Counterfeit.
A mechanically reproduced facsimile signature is treated the same as a handwritten signature.
(F) Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money of the United States of America, Canada or of any other country in which the Insured maintains a branch office.
If the Insured shall, while this bond is in force, consolidate or merge with, or purchase or acquire assets or liabilities of, another institution, the Insured shall not have such coverage as is afforded under this bond for loss which
(c) has arisen or will arise out of the assets or liabilities
acquired by the Insured as a result of such consolidation, merger or
(iii) upon obtaining such consent, pay to the Underwriter an additional premium.
C. When the Insured learns of a change in control, it shall give written notice to the Underwriter.
As used in this General Agreement, control means the power to determine the management or policy of a controlling holding company or the Insured by virtue of voting stock ownership. A change in ownership of voting stock which results in direct or indirect ownership by a stockholder or an affiliated group of stockholders of ten percent (10%) or more of such stock shall be presumed to result in a change of control for the purpose of the required notice.
Failure to give the required notice shall result in termination of coverage for any loss involving a transferee, to be effective upon the date of the stock transfer.
D. The Insured represents that the information furnished in the application for this bond is complete, true and correct. Such application constitutes part of this bond.
Any misrepresentation, omission, concealment or incorrect statement of a material fact, in the application or otherwise, shall be grounds for the rescission of this bond.
E. If two or more Insureds are covered under this bond, the first named Insured shall act for all Insureds. Payment by the Underwriter to the first named Insured of loss sustained by any Insured shall fully release the Underwriter on account of such loss. If the first named Insured ceases to be covered under this bond, the Insured next named shall thereafter be considered as the first named Insured. Knowledge possessed or discovery made by any Insured shall constitute knowledge or discovery by all Insureds for all purposes of this bond. The liability of the Underwriter for loss or losses sustained by all Insureds shall not exceed the amount for which the Underwriter would have been liable had all such loss or losses been sustained by one Insured.
F. The Insured shall notify the Underwriter at the earliest practicable moment, not to exceed 30 days after notice thereof, of any legal proceeding brought to determine the Insured's liability for any loss, claim or damage, which, if established, would constitute a collectible loss under this bond. Concurrently, the Insured shall furnish copies of all pleadings and pertinent papers to the Underwriter.
The Underwriter, at its sole option, may elect to conduct the defense of such legal proceeding, in whole or in part. The defense by the Underwriter shall be in the Insured's name through attorneys selected by the Underwriter. The Insured shall provide all reasonable information and assistance required by the Underwriter for such defense.
If the Underwriter elects to defend the Insured, in whole or in part, any judgment against the Insured on those counts or causes of action which the Underwriter defended on behalf of the Insured or any settlement in which the Underwriter participates and all attorneys' fees, costs and expenses incurred by the Underwriter in the defense of the litigation shall be a loss covered by this bond.
If the Insured does not give the notices required in subsection (a) of Section 5 of this bond and in the first paragraph of this General Agreement, or if the Underwriter elects not to defend any causes of action, neither a judgment against the Insured, nor a settlement of any legal proceeding by the Insured, shall determine the existence, extent or amount of coverage under this bond for loss sustained by the Insured, and the Underwriter shall not be liable for any attorneys' fees, costs and expenses incurred by the Insured.
With respect to this General Agreement, subsections (b) and (d) of Section 5 of this bond apply upon the entry of such judgment or the occurrence of such settlement instead of upon discovery of loss. In addition, the Insured must notify the Underwriter within 30 days after such judgment is entered against it or after the Insured settles such legal proceeding, and, subject to subsection (e) of Section 5, the Insured may not bring legal proceedings for the recovery of such loss after the expiration of 24 months from the date of such final judgment or settlement.
Section 1. As used in this bond:
(c) Certificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:
(d) Counterfeit means an imitation of an actual valid original which is intended to deceive and to be taken as the original.
purposes of this bond, excepting, however, the second paragraph of Section 12. A Federal Reserve Bank or clearing house shall not be construed to be a processor.); and
(6) a Partner of the Insured, unless not covered as stated in Item 4 of the Declarations.
(f) Evidence of Debt means an instrument, including a Negotiable Instrument, executed by a customer of the Insured and held by the Insured which in the regular course of business is treated as evidencing the customer's debt to the Insured.
(g) Financial Interest in the Insured of the Insured's general partner(s), or limited partner(s), committing dishonest or fraudulent acts covered by this bond or concerned or implicated therein means:
provided, however, that if such "net worth" adjusted to give effect to loss covered by this bond and such value of all other Money, securities and property as set forth in (g)(1)(b) preceding, plus the amount of coverage afforded by this bond on account of such loss, is not sufficient to enable the Insured to meet its obligations, including its obligations to its partners other than to such general partner(s), then the Financial Interest in the Insured, as above defined, of such general partner(s) shall be reduced in an amount necessary, or eliminated if need be, in order to enable the Insured upon payment of loss under this bond to meet such obligations, to the extent that such payment will enable the Insured to meet such obligations, without any benefit accruing to such general partner(s) from such payment; and
(2) as respects limited partners the value of such limited partner's(') investment in the Insured.
(h) Forgery means the signing of the name of another person or organization with intent to deceive; it does not mean a signature which consists in whole or in part of one's own name signed with or without authority, in any capacity, for any purpose.
(i) Guarantee means a written undertaking obligating the signer to pay the debt of another to the Insured or its assignee or to a financial institution from which the Insured has purchased participation in the debt, if the debt is not paid in accordance with its terms.
(j) Instruction means a written order to the issuer of an Uncertificated Security requesting that the transfer, pledge, or release from pledge of the Uncertificated Security specified be registered.
(k) Letter of Credit means an engagement in writing by a bank or other person made at the request of a customer that the bank or other person will honor drafts or other demands for payment upon compliance with the conditions specified in the Letter of Credit.
(l) Money means a medium of exchange in current use authorized or adopted by a domestic or foreign government as a part of its currency.
(o) Property means Money, Certificated Securities, Uncertificated Securities of any Federal Reserve Bank of the United States, Negotiable Instruments, Certificates of Deposit, documents of title, Acceptances, Evidences of Debt, security agreements, Withdrawal Orders, certificates of origin or title, Letters of Credit, insurance policies, abstracts of title, deeds and mortgages on real estate, revenue and other stamps, tokens, unsold state lottery tickets, books of account and other records whether recorded in writing or electronically, gems, jewelry, precious metals of all kinds and in any form, and tangible items of personal property which are not herein before enumerated.
(p) Statement of Uncertificated Security means a written statement of the issuer of an Uncertificated Security containing:
(1) a description of the Issue of which the Uncertificated Security is a part;
(3) the name and address of the registered owner and registered pledgee;
(q) Transportation Company means any organization which provides its own or leased vehicles for transportation or which provides freight forwarding or air express services.
(r) Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:
(3) either one of a class or series or by its terms divisible into a class or series of shares, participations, interests or obligations.
(s) Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a customer of the Insured authorizing the Insured to debit the customer's account in the amount of funds stated therein. EXCLUSIONS
(a) loss resulting directly or indirectly from forgery or alteration, except when covered under Insuring Agreements (A), (D), or (E);
(b) loss due to riot or civil commotion outside the United States of America and Canada; or loss due to military, naval or usurped power, war or insurrection unless such loss occurs in transit in the circumstances recited in Insuring Agreement (C), and unless, when such transit was initiated, there was no knowledge of such riot, civil commotion, military, naval or usurped power, war or insurrection on the part of any person acting for the Insured in initiating such transit;
(c) loss resulting directly or indirectly from the effects of nuclear fission or fusion or radioactivity; provided, however, that this paragraph shall not apply to loss resulting from industrial uses of nuclear energy;
(d) loss resulting from any act or acts of any person who is a member of the Board of Directors of the Insured or a member of any equivalent body by whatsoever name known unless such person is also an Employee or an elected official of the Insured in some other capacity, nor, in any event, loss resulting from the act or acts of any person while acting in the capacity of a member of such Board or equivalent body;
(e) loss resulting directly or indirectly from the complete or partial nonpayment of, or default upon, any loan or transaction involving the Insured as a lender or borrower, or extension of credit, including the purchase, discounting or other acquisition of false or genuine accounts, invoices, notes, agreements or Evidences of Debt, whether such loan, transaction or extension was procured in good faith or through trick, artifice, fraud or false pretenses, except when covered under Insuring Agreements (A), (D) or (E);
(2) of any rule or regulation made pursuant to any such law, unless it is established by the Insured that the act or acts which caused the said loss involved fraudulent or dishonest conduct which would have caused a loss to the Insured in a similar amount in the absence of such laws, rules or regulations;
(g) loss resulting directly or indirectly from the failure of a financial or depository institution, or its receiver or liquidator, to pay or deliver, on demand of the Insured, funds or Property of the Insured held by it in any capacity, except when covered under Insuring Agreements (A) or (B)(1)(a);
(h) loss caused by an Employee, except when covered under Insuring Agreement (A) or when covered under Insuring Agreement (B) or (C) and resulting directly from misplacement, mysterious unexplainable disappearance or destruction of or damage to Property;
(i) loss resulting directly or indirectly from transactions in a customer's account, whether authorized or unauthorized, except the unlawful withdrawal and conversion of Money, securities or precious metals, directly from a customer's account by an Employee provided such unlawful withdrawal and conversion is covered under Insuring Agreement (A);
(j) damages resulting from any civil, criminal or other legal proceeding in which the Insured is alleged to have engaged in racketeering activity except when the Insured establishes that the act or acts giving rise to such damages were committed by an Employee under circumstances which result directly in a loss to the Insured covered by Insuring Agreement (A). For the purposes of this exclusion, "racketeering activity" is defined in 18 United States Code 1961 et seq., as amended;
(k) loss resulting directly or indirectly from the use or purported use of credit, debit, charge, access, convenience, identification, cash management or other cards
whether such cards were issued, or purport to have been issued, by the Insured or by anyone other than the Insured, except when covered under Insuring Agreement (A);
(l) loss involving automated mechanical devices which, on behalf of the Insured, disburse Money, accept deposits, cash checks, drafts or similar written instruments or make credit card loans, except when covered under Insuring Agreement (A);
(m) loss through the surrender of Property away from an office of the Insured as a result of a threat
except when covered under Insuring Agreement (A);
(n) loss resulting directly or indirectly from payments made or withdrawals from a depositor's or customer's account involving erroneous credits to such account, unless such payments or withdrawals are physically received by such depositor or customer or representative of such depositor or customer who is within the office of the Insured at the time of such payment or withdrawal, or except when covered under Insuring Agreement (A);
(o) loss involving items of deposit which are not finally paid for any reason, including but not limited to Forgery or any other fraud, except when covered under Insuring Agreement (A);
(p) loss resulting directly or indirectly from counterfeiting, except when covered under Insuring Agreements (A), (E) or (F);
(q) loss of any tangible item of personal property which is not specifically enumerated in the paragraph defining Property if such property is specifically insured by other insurance of any kind and in any amount obtained by the Insured, and in any event, loss of such property occurring more than 60 days after the Insured takes possession of such property, except when covered under Insuring Agreements (A) or (B)(2);
except when covered under Insuring Agreement (A);
(s) potential income, including but not limited to interest and dividends, not realized by the Insured or by any customer of the Insured;
(t) damages of any type for which the Insured is legally liable, except compensatory damages, but not multiples thereof, arising directly from a loss covered under this bond;
(w) loss involving any Uncertificated Security except an Uncertificated Security of any Federal Reserve Bank of the United States or when covered under Insuring Agreement (A);
(x) loss resulting directly or indirectly from any dishonest or fraudulent act or acts committed by any non-Employee who is a securities, commodities, money, mortgage, real estate, loan, insurance, property management, investment banking broker, agent or other representative of the same general character;
(y) loss caused directly or indirectly by a Partner of the Insured unless the amount of such loss exceeds the Financial Interest in the Insured of such Partner and the Deductible Amount applicable to this bond, and then for the excess only;
(z) loss resulting directly or indirectly from any actual or alleged representation, advice, warranty or guarantee as to the performance of any investments;
(aa) loss due to liability imposed upon the Insured as a result of the unlawful disclosure of non-public material information by the Insured or any Employee, or as a result of any Employee acting upon such information, whether authorized or unauthorized.
Section 3. This bond applies to loss discovered by the Insured during the Bond Period. Discovery occurs when the Insured first becomes aware of facts which would cause a reasonable person to assume that a loss of a type covered by this bond has been or will be incurred, regardless of when the act or acts causing or contributing to such loss occurred, even though the exact amount or details of loss may not then be known.
Discovery also occurs when the Insured receives notice of an actual or potential claim in which it is alleged that the Insured is liable to a third party under circumstances which, if true, would constitute a loss under this bond.
Section 4.
The Underwriter's total liability for all losses discovered during the Bond Period shown in Item 2 of the Declarations shall not exceed the Aggregate Limit of Liability shown in Item 3 of the Declarations. The Aggregate Limit of Liability shall be reduced by the amount of any payment made under the terms of this bond.
Upon exhaustion of the Aggregate Limit of Liability by such payments:
The Aggregate Limit of Liability shall not be increased or reinstated by any recovery made and applied in accordance with subsections (a), (b) and (c) of Section 7. In the event that a loss of Property is settled by the Underwriter through the use of a lost instrument bond, such loss shall not reduce the Aggregate Limit of Liability.
Subject to the Aggregate Limit of Liability, the Underwriter's liability for each Single Loss shall not exceed the applicable Single Loss Limit of Liability shown in Item 4 of the Declarations. If a Single Loss is covered under more than one Insuring Agreement or Coverage, the maximum payable shall not exceed the largest applicable Single Loss Limit of Liability.
Single Loss means all covered loss, including court costs and attorneys' fees incurred by the Underwriter under General Agreement F, resulting from
(a) At the earliest practicable moment, not to exceed 30 days, after discovery of loss, the Insured shall give the Underwriter notice thereof.
(b) Within 6 months after such discovery, the Insured shall furnish to the Underwriter proof of loss, duly sworn to, with full particulars.
(c) Lost Certificated Securities listed in a proof of loss shall be identified by certificate or bond numbers if such securities were issued therewith.
(d) Legal proceedings for the recovery of any loss hereunder shall not be brought prior to the expiration of 60 days after the original proof of loss is filed with the Underwriter or after the expiration of 24 months from the discovery of such loss.
(e) 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 equal the minimum period of limitation provided by such law.
(f) This bond affords coverage only in favor of the Insured. No suit, action or legal proceedings shall be brought hereunder by any one other than the named Insured.
Section 6. Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of the country in which the loss was sustained or in the United States of America dollar equivalent thereof determined at the rate of exchange at the time of payment of such loss.
The Underwriter shall settle in kind its liability under this bond on account of a loss of any securities or, at the option of the Insured, shall pay to the Insured the cost of replacing such securities, determined by the market value thereof at the time of such settlement. However, if prior to such settlement the Insured shall be compelled by the demands of a third party or by market rules to purchase equivalent securities, and gives written notification of this to the Underwriter, the cost incurred by the Insured shall be taken as the value of those securities. In case of a loss of subscription, conversion or redemption privileges through the misplacement or loss of securities, the amount of such loss shall be the value of such privileges immediately preceding the expiration thereof. If such securities cannot be replaced or have no quoted market value, or if such privileges have no quoted market value, their value shall be determined by agreement or arbitration.
If the applicable coverage of this bond is subject to a Deductible Amount and/or is not sufficient in amount to indemnify the Insured in full for the loss of securities for which claim is made hereunder, the liability of the Underwriter under this bond is limited to the payment for, or the duplication of, so much of such securities as has a value equal to the amount of such applicable coverage.
In case of loss of, or damage to, any books of account or other records used by the Insured in 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 the 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.
In case of loss of, or damage to, any Property other than Money, securities, books of account or other records, or damage covered under Insuring Agreement (B)(2), the Underwriter shall not be liable for more than the actual cash value of such Property, or of items covered under Insuring Agreement (B)(2). The Underwriter may, at its election, pay the actual cash value of, replace or repair such property. Disagreement between the Underwriter and the Insured as to the cash value or as to the adequacy of repair or replacement shall be resolved by arbitration.
Any loss covered under this bond shall be reduced by a set-off consisting of any amount owed to the Employee causing the loss if such loss is covered under Insuring Agreement (A)
Section 7.
(a) In the event of payment under this bond, the Insured shall deliver, if so requested by the Underwriter, an assignment of such of the Insured's rights, title and interest and causes of action as it has against any person or entity to the extent of the loss payment.
(b) In the event of payment under this bond, the Underwriter shall be subrogated to all of the Insured's rights of recovery therefor against any person or entity to the extent of such payment.
(c) Recoveries, whether effected by the Underwriter or by the Insured, shall be applied net of the expense of such recovery first to the satisfaction of the Insured's loss which would otherwise have been paid but for the fact that it is in excess of either the Single or Aggregate Limit of Liability, secondly, to the Underwriter as reimbursement of amounts paid in settlement of the Insured's claim, and thirdly, to the Insured in satisfaction of any Deductible Amount. Recovery on account of loss of securities as set forth in the second paragraph of Section 6 or recovery from reinsurance and/or indemnity of the Underwriter shall not be deemed a recovery as used herein.
(d) Upon the Underwriter's request and at reasonable times and places designated by the Underwriter the Insured shall
(e) The Insured shall execute all papers and render assistance to secure to the Underwriter the rights and causes of action provided for herein. The Insured shall do nothing after discovery of loss to prejudice such rights or causes of action.
Section 8. With respect to any loss set forth in sub-section (c) of Section 4 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 canceled 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 such 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.
If the coverage of this bond supersedes in whole or in part the coverage of any other bond or policy of insurance issued by an Insurer other than the Underwriter and terminated, canceled or allowed to expire, the Underwriter, with respect to any loss sustained prior to such termination, cancelation or expiration and discovered within the period permitted under such other bond or policy for the discovery of loss thereunder, shall be liable under this bond only for that part of such loss covered by this bond as is in excess of the amount recoverable or recovered on account of such loss under such other bond or policy, anything to the contrary in such other bond or policy notwithstanding.
Section 9. Coverage afforded hereunder shall apply only as excess over any valid and collectible insurance or indemnity obtained by the Insured, or by one other than the Insured on Property subject to exclusion (q) or by a Transportation Company, or by another entity on whose premises the loss occurred or which employed the person causing the loss or the messenger conveying the Property involved.
Section 10. This bond shall apply to loss of Property (1) owned by the Insured, (2) held by the Insured in any capacity, or (3) for which the Insured is legally liable. This bond shall be for the sole use and benefit of the Insured named in the Declarations.
Section 11. The Underwriter shall be liable hereunder only for the amount by which any single loss, as defined in Section 4, exceeds the Single Loss Deductible amount for the Insuring Agreement or Coverage applicable to such loss, subject to the Aggregate Limit of Liability and the applicable Single Loss Limit of Liability.
The Insured shall, in the time and in the manner prescribed in this bond, give the Underwriter notice of any loss of the kind covered by the terms of this bond, whether or not the Underwriter is liable therefor, and upon the request of the Underwriter shall file with it a brief statement giving the particulars concerning such loss.
Section 12. This bond terminates as an entirety upon occurrence of any of the following:—(a) 60 days after the receipt by the Insured of a written notice from the Underwriter of its desire to cancel this bond, or (b) immediately upon the receipt by the Underwriter of a written notice from the Insured of its desire to cancel this bond, or (c) immediately upon the taking over of the Insured by a receiver or other liquidator or by State or Federal officials, or (d) immediately upon the taking over of the Insured by another institution, or (e) immediately upon exhaustion of the Aggregate Limit of Liability, or (f) immediately upon expiration of the Bond Period as set forth in Item 2 of the Declarations.
This bond terminates as to any Employee or any partner, officer or employee of any Processor—(a) as soon as any Insured, or any director or officer not in collusion with such person, learns of any dishonest or fraudulent act committed by such person at any time, whether in the employment of the Insured or otherwise, whether or not of the type covered under Insuring Agreement (A), against the Insured or any other person or entity, without prejudice to the loss of any Property then in transit in the custody of such person, or (b) 15 days after the receipt by the Insured of a written notice from the Underwriter of its desire to cancel this bond as to such person.
Termination of the bond as to any Insured terminates liability for any loss sustained by such Insured which is discovered after the effective date of such termination.
In witness whereof, the Underwriter has caused this bond to be executed on the Declarations page.

IN WITNESS WHEREOF, the Insurer has caused this policy to be issued by affixing hereto the facsimile signatures of its President and Secretary.
Andrew Weissert, Secretary Michael McKenna, President

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 1 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| AUDIT EXPENSE INSURING AGREEMENT COVERAGE SCHEDULE |
||
|---|---|---|
| Audit Expense Insuring Agreement Single Loss Limit of Liability |
Audit Expense Insuring Agreement Single Loss Deductible |
|
| \$25,000 | \$5,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
Reasonable expenses incurred by the Insured for that part of the cost of audits or examinations required by any governmental regulatory authority to be conducted either by such authority or by an independent accountant by reason of the discovery of loss under Insuring Agreement (A) FIDELITY.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 2 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| CLAIM EXPENSE INSURING AGREEMENT COVERAGE SCHEDULE |
||
|---|---|---|
| Claim Expense Insuring Agreement Single Loss Limit of Liability |
Claim Expense Insuring Agreement Single Loss Deductible |
|
| \$25,000 | \$5,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
Reasonable expenses necessarily incurred and paid by the Insured in preparing any valid claim for loss covered under this bond.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 3 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that:
A. Insuring Agreement (A) FIDELITY is replaced with the following:
Loss resulting directly from dishonest or fraudulent acts, including Larceny or Embezzlement, committed by an Employee acting alone or in collusion with others. Such dishonest or fraudulent acts must be committed by the Employee with the manifest intent:
Notwithstanding the foregoing, however, it is agreed that with regard to Loans and/or Trading, this bond covers only loss resulting directly from dishonest or fraudulent acts committed by an Employee with the intent to cause the Insured to sustain such loss and which results in a financial benefit for the Employee.
As used in this Insuring Agreement, financial benefit does not include any employee benefits earned in the normal course of employment, including salaries, commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
The term Loans, as used in this Insuring Agreement, means all extensions of credit by the Insured and all transactions creating a creditor relationship in favor of the Insured and all transactions by which the Insured assumes an existing creditor relationship.
The term Trading, as used in this Insuring Agreement, means trading or other dealing in securities, commodities, futures, options, swaps, foreign or Federal Funds, currencies, foreign exchange and the like.
B. Solely with respect to the coverage provided by this Rider, the term Larceny and Embezzlement shall have the same meaning set forth in Section 37 of The Investment Company Act of 1940.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 4 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that Insuring Agreement (F) COUNTERFEIT CURRENCY or COUNTERFEIT MONEY, as applicable, is replaced with the following:
Loss resulting directly from the receipt by the Insured, in good faith, of any Counterfeit Money of the United States of America, Canada, or any other country.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 5 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| UNAUTHORIZED SIGNATURES INSURING AGREEMENT COVERAGE SCHEDULE |
||
|---|---|---|
| Unauthorized Signatures Insuring Agreement Single Loss Limit of Liability |
Unauthorized Signatures Insuring Agreement Single Loss Deductible |
|
| \$25,000 | \$5,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The Section entitled INSURING AGREEMENTS is amended by the addition of the following Insuring Agreement:
Loss resulting directly from the Insured having in good faith and in the ordinary course of business accepted from, paid to, or cashed for a person present on the premises of the Insured, any check, withdrawal order or draft, made or drawn on a customer's account, which bears the signature or endorsement of one other than a person whose name and signature is on the application on file with the Insured as a signatory on such account.
It shall be a condition precedent to the Insured's right of recovery under this Insuring Agreement that the Insured shall have on file signatures of all persons who are authorized signatories on such account; and the Insured must maintain written instructions outlining the acceptance.
This bond does not cover:
loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, regardless of any deductible amount or limit of liability;
This bond does not cover:
loss resulting directly or indirectly from the Insured having accepted from, paid to or cashed for a person present on the premises of the Insured, any check, withdrawal order or draft, made or drawn on a customer's account, except when covered under the Unauthorized Signatures Insuring Agreement;
C. The applicable Single Loss Limit of Liability and Single Loss Deductible for the Unauthorized Signatures Insuring Agreement are as set forth in the Declarations or in the above schedule.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 6 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that this bond shall not apply to any loss resulting directly or indirectly from the: (i) theft, disappearance, or destruction of; (ii) unauthorized use or disclosure of; (iii) unauthorized access to; or (iv) failure to protect any:
information that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard; provided that this shall not apply to the extent that any unauthorized use or disclosure of a password enables a theft by an Employee of the Insured of tangible Property of the Insured or tangible Property that the Insured is holding for a third party.
Theft of tangible Property does not include the use of confidential or non-public information or personal or personally identifiable information to enable the theft of or disclosure of information.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 7 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that the CONDITIONS AND LIMITATIONS, Section 5. NOTICE/PROOF – LEGAL PROCEEDINGS AGAINST UNDERWRITER, paragraph (a), is amended by the addition of the following:
The Insured may provide the Underwriter with such notice of loss by e-mail to the e-mail address set forth below. The date of the Underwriter's receipt of such e-mailed notice shall constitute the date of notice.
Alternatively, the Insured may provide notice of loss to the Underwriter by mailing or faxing such notice to the address or fax number set forth below.
All notices must reference the Bond No. of this bond.
AXIS Insurance Claims Department P.O. Box 4470 Alpharetta, GA 30023-4470
Email: [email protected] Phone (Toll-Free): (866) 259-5435 Phone: (678) 746- 9000 Fax: (866) 770-5629

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 8 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that the GENERAL AGREEMENTS, CHANGE OF OWNERSHIP – NOTICE or CHANGE OF CONTROL – NOTICE, as applicable, is replaced with the following:
When the Insured learns of a change in ownership by a single stockholder, partner or member, or by a group of affiliated stockholders, partners, or members, of more than 10% of its voting stock or total ownership interest, or of the voting stock or total ownership interest of a holding company or parent corporation which itself owns or controls the Insured, it shall give written notice to the Underwriter, as soon as practicable but not later than within 30 days of learning of such change in ownership. Failure to give the required notice shall result in termination of coverage for any loss involving a transferee of such stock or ownership interest, to be effective upon the date of the stock transfer or transfer of ownership interest.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 9 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| CUSTOMER FUNDS TRANSFER FRAUD INSURING AGREEMENT COVERAGE SCHEDULE |
|||
|---|---|---|---|
| Customer Funds Transfer Fraud Customer Funds Transfer Fraud |
|||
| Insuring Agreement Single Loss Limit of Liability |
Insuring Agreement Single Loss Deductible |
||
| \$1,500,000 | \$25,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
Loss resulting directly from the Insured having, in good faith, transferred a Customer's Money on deposit in an account or Securities to a person or account outside the Customer's control, in reliance on a fraudulent telephone, telefacsimile, text message or e-mail instruction to the Insured directing such transfer from the Customer's account, which instruction purports and reasonably appears to have originated from an Authorized Transfer Agent, but which, in fact, was issued without the Customer's knowledge or consent by someone other than an Authorized Transfer Agent, subject to the following conditions precedent:
Authorized Transfer Agent means an employee of the Customer or another financial institution with authority to instruct the Insured to transfer the Customer's Money or Certificated Securities.

Customer means an entity or natural person who has a written agreement with the Insured authorizing the Insured to transfer Money on deposit in an account or Certificated Securities in reliance upon a telephone, telefacsimile, text message or e-mail instruction from an Authorized Transfer Agent.
Securities means Certificated Securities or Uncertificated Securities.
Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:
loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, regardless of any deductible amount or limit of liability;
loss resulting directly or indirectly from a fraudulent instruction if the sender, or anyone acting in collusion with the sender, ever had authorized access to the Customer's password, PIN or any other security code;
loss resulting directly or indirectly from the fraudulent alteration of an instruction to initiate an automated clearing house (ACH) entry, or group of ACH entries, transmitted as an electronic message, or as an attachment to an electronic message, sent via the Internet unless:
loss resulting directly or indirectly from an Insured relying upon and/or acting upon a fraudulent telephone, telefacsimile, text message or e-mail instruction to transfer Money or Securities except:

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 10 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that the CONDITIONS AND LIMITATIONS, the OWNERSHIP section or COVERED PROPERTY section, as applicable, is deleted and replaced with the following:
This bond shall apply to loss of Property (1) owned by the Insured, (2) held by the Insured in any capacity, or (3) owned and held by someone else under circumstances which make the Insured responsible for the Property prior to the occurrence of the loss. This bond shall be for the sole use and benefit of the Insured named in the Declarations.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 11 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| STOP PAYMENT ORDER LIABILITY INSURING AGREEMENT COVERAGE SCHEDULE |
||
|---|---|---|
| Stop Payment Order Liability Insuring Agreement Single Loss Limit of Liability |
Stop Payment Order Liability Insuring Agreement Single Loss Deductible |
|
| \$25,000 | \$5,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The Section entitled INSURING AGREEMENTS is amended by the addition of the following new Insuring Agreement:
Loss resulting directly from the Insured's legal liability for:

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 12 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| UNCOLLECTIBLE ITEMS OF DEPOSIT INSURING AGREEMENT COVERAGE SCHEDULE |
||
|---|---|---|
| Uncollectible Items of Deposit Insuring Agreement Single Loss Limit of Liability |
Uncollectible Items of Deposit Insuring Agreement Single Loss Deductible |
|
| \$25,000 | \$5,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The Section entitled INSURING AGREEMENTS is amended by the addition of the following Insuring Agreement:
Loss resulting directly from the Insured having, in good faith, credited its customer's, shareholder's or subscriber's account of any item of deposit which proves to be uncollectible, provided that:
Items of deposit shall not be deemed uncollectible until the Insured's collection procedures have failed.
For the purposes of this Insuring Agreement, Items of Deposit means any one or more checks or drafts drawn upon a financial institution in the United States of America.
This bond does not cover:
loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, regardless of any deductible amount or limit of liability;
This bond does not cover:
loss resulting directly or indirectly from the Insured having, in good faith, credited its customer's, shareholder's or subscriber's account of any item of deposit which proves to be uncollectible, except when covered under the Uncollectible Items of Deposit Insuring Agreement;
C. The applicable Single Loss Limit of Liability and Single Loss Deductible for the Uncollectible Items of Deposit Insuring Agreement are as set forth in the Declarations or in the above schedule.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 13 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that the CONDITIONS AND LIMITATIONS, the DEFINITIONS section, the Definition of Employee, is amended by the addition of the following:
Employee also means a natural person partner, officer or employee of an investment adviser, underwriter (distributor), transfer agent or shareholder accounting recordkeeper, or administrator for the Insured, but only while performing acts coming within the usual and customary duties of an officer or employee of the Insured or acting as a member of any committee duly elected or appointed to examine, audit or have custody of or access to Property of the Insured; provided that the adviser, underwriter, transfer agent, recordkeeper or administrator is an affiliated person (as defined in Section 2(a) of the Investment Company Act of 1940) of the Insured.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 14 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| SCHEDULE OF THIRD PARTIES |
|
|---|---|
| U.S. Securities and Exchange Commission |
It is agreed that in the event of the cancellation or non-renewal of this Bond by the Underwriter pursuant to the Section entitled TERMINATION OR CANCELATION, the Underwriter will endeavor to provide written notice of cancellation or nonrenewal at least 90 days prior to the effective date of such cancellation or nonrenewal, to any entity set forth in the above Schedule.
Notice shall be mailed to the applicable address or addresses set forth in the Schedule and shall state the effective date and time of cancellation or nonrenewal. Failure of the Underwriter to provide such notice specified under this Rider shall not impair or delay the effectiveness of such cancellation or nonrenewal, nor shall the Underwriter be held liable in any way for such failure.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 15 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that the CONDITIONS AND LIMITATIONS are amended as follows:
A. The DEFINITIONS section is amended by the addition of the following Definition:
Investment Company means any investment company registered under the Investment Company Act of 1940.
B. The DEDUCTIBLE AMOUNT section is amended by the addition of the following:
Notwithstanding the foregoing, there shall be no Deductible Amount applicable to any loss under Insuring Agreement A sustained by any Investment Company named as an Insured under this bond.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 16 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE |
|||
|---|---|---|---|
| Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability |
\$250,000 | ||
| Social Engineering Fraud Insuring Agreement Single Loss Limit of Liability |
Social Engineering Fraud Insuring Agreement Single Loss Deductible |
||
| \$250,000 | \$25,000 | ||
| Social Engineering Fraud Insuring Agreement Prior Acts Date |
07/02/2020 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The INSURING AGREEMENTS section is amended by the addition of the following new Insuring Agreement:
Loss resulting directly from an Employee having, in good faith, transferred, paid, or delivered Money or Securities from the Insured's account to a person or account outside of the Insured's control, in reliance upon a Social Engineering Fraud Instruction directing such transfer, payment, or delivery of Money or Securities.
B. Solely with respect to the coverage provided by this Rider, the DEFINITIONS section is amended by the addition of the following new definitions:
Authorized Transfer Agent means:
Securities means Certificated Securities or Uncertificated Securities.
Social Engineering Fraud Instruction means a telephonic, written, or electronic instruction communicated to an Employee by a natural person purporting to be an Authorized Transfer Agent, or by an individual acting in collusion with such person, for the purpose of intentionally misleading an Employee to transfer, pay, or deliver the Insured's Money or Securities, but which instruction was not actually made by an Authorized Transfer Agent; provided, however, that Social Engineering Fraud Instruction shall not include any such instruction communicated by an employee of a Vendor who was acting in collusion with any third-party in communicating such instruction.
Vendor means any entity or natural person that provides goods or support services to the Insured pursuant to a written agreement between the Vendor and the Insured. Vendor does not include any customer, automated clearing house, custodian, financial institution, administrator, counter-party, or any similar entity.

C. Solely with respect to the coverage provided by this Rider, and solely with respect to bond forms 15 and 24, the DEFINITIONS section is amended by the addition of the following new definition:
Uncertificated Security means a share, participation or other interest in property of or an enterprise of the issuer or an obligation of the issuer, which is:
loss resulting directly or indirectly from an Employee relying upon and/or acting upon a Social Engineering Fraud Instruction, except when covered under the Social Engineering Fraud Insuring Agreement.
Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability
The Underwriter's total liability for all losses covered under the Social Engineering Fraud Insuring Agreement and discovered during the Bond Period shown in Item 2 of the Declarations shall not exceed the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability set forth in the SOCIAL ENGINEERING FRAUD INSURING AGREEMENT COVERAGE SCHEDULE. The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall be reduced by the amount of any payment made under the terms of the Social Engineering Fraud Insuring Agreement.
Upon exhaustion of the Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability by such payments:

The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability is part of, and not in addition to, the Aggregate Limit of Liability shown in Item 3 of the Declarations.
The Social Engineering Fraud Insuring Agreement Aggregate Limit of Liability shall not be increased or reinstated by any recovery made and applied in accordance with subsections (a), (b) and (c) of Section 7.
H. The Social Engineering Fraud Insuring Agreement does not apply to any loss discovered during the Bond Period but occurring prior to the Social Engineering Fraud Insuring Agreement Prior Acts Date set forth in the Coverage Schedule of this Rider.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 17 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that:
Provided, however, this paragraph does not apply as to an Employee of an Insured that is located in New York or any partner, officer or employee of any Processor that is located in New York, if: (a) the dishonest act was committed by such person prior to becoming employed by the Insured or such Processor, (b) the dishonest act resulted in a conviction; and (c) the Insured or such Processor made a determination to hire or retain such person utilizing the factors set out in Correction Law Article 23-A.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 18 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| COMPUTER SYSTEMS FRAUD INSURING AGREEMENT COVERAGE SCHEDULE |
||
|---|---|---|
| Computer Systems Fraud |
Computer Systems Fraud |
|
| Insuring Agreement Single Loss Limit of Liability |
Insuring Agreement Single Loss Deductible |
|
| \$1,500,000 | \$25,000 |
Information in the above schedule may also appear on the Declarations.
It is agreed that:
A. The INSURING AGREEMENTS section is amended by the addition of the following Insuring Agreement:
Loss resulting directly from a fraudulent:
any Computer System operated by the Insured, whether owned or leased; or any Computer System identified in the application for this bond; or a Computer System first used by the Insured during the Bond Period, as provided by General Agreement B of this bond;
provided that the entry or change causes:
without the knowledge or consent of the Insured.
In this Insuring Agreement, fraudulent entry or change shall include such entry or change made by an Employee of the Insured acting in good faith on an instruction from a software contractor who has a written agreement with the Insured to design, implement, or service programs for a Computer System covered by this Insuring Agreement.
B. Solely with respect to the coverage provided by this Rider, the DEFINITIONS section is amended by the addition of the following definitions:
Computer Program means a set of related electronic instructions which direct the operations and functions of a computer or devices connected to it which enable the computer or devices to receive, process, store, or send Electronic Data.
Computer System means:
(1) computers with related peripheral components, including storage components wherever located;

by which Electronic Data are electronically collected, transmitted, processed, stored, and retrieved.
Electronic Data means facts or information converted to a form usable in a Computer System by Computer Programs, and which is stored on magnetic tapes or disks, or optical storage disks, or other bulk media.
C. Solely with respect to the coverage provided by this Rider, the EXCLUSIONS section is amended by the addition of the following Exclusions:
loss of the type or kind covered by any other Insuring Agreement provided in this financial institution bond, including but not limited to Social Engineering Fraud, regardless of any deductible amount or limit of liability;
loss resulting directly or indirectly from the assumption of liability by the Insured by contract unless the liability arises from a loss covered by this rider, and such liability would have been be imposed on the Insured regardless of the existence of such contract;
loss resulting directly or indirectly from negotiable instruments, securities, documents, or other written instruments which bear a forged signature, or are counterfeit, altered, or otherwise fraudulent and which are used as source documentation in the preparation of Electronic Data or manually keyed into a data terminal;
loss resulting directly or indirectly from:
loss resulting directly or indirectly from the input of Electronic Data into a Computer System terminal device either on the premises of a customer of the Insured or under the control of such a customer by a person who had authorized access to the customer's authentication mechanism;
D. Notwithstanding anything to the contrary with respect to any similar Exclusion set forth in any Protected Information Exclusion Rider attached to this bond, solely with respect to the coverage provided by this Rider, the EXCLUSIONS section is amended by the addition of the following Exclusion:
loss resulting directly or indirectly from the: (1) theft, disappearance, or destruction of; (2) unauthorized use or disclosure of; (3) unauthorized access to; or (4) failure to protect any:
that any person or entity has a duty to protect under any law, rule or regulation, agreement, or industry guideline or standard, except that this shall not apply to the extent that any unauthorized use or disclosure of such information subsequently results in a direct loss otherwise covered under the Computer Systems Fraud Insuring Agreement.
E. The exclusion below, found in the EXCLUSIONS section of financial institution bonds forms 14, and 25, does not apply to the Computer Systems Fraud Insuring Agreement.

"loss involving any Uncertificated Security except an Uncertificated Security of any Federal Reserve Bank of the United States or when covered under Insuring Agreement (A);"
F. The Single Loss Defined subsection of the LIMIT OF LIABILITY section is amended by the addition of the following:
Solely with respect to the Computer Systems Fraud Insuring Agreement, all loss or series of losses involving the fraudulent acts of one individual, or involving fraudulent acts in which one individual is implicated, whether or not that individual is specifically identified, shall be treated as a Single Loss and subject to the Single Loss Limit of Liability. A series of losses involving unidentified individuals but arising from the same method of operation shall be deemed to involve the same individuals and in that event shall be treated as a Single Loss and subject to the Single Loss Limit of Liability.
G. The applicable Single Loss Limit of Liability and Single Loss Deductible for the Computer Systems Fraud Insuring Agreement are as set forth in the Declarations or in the above schedule.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 19 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled EXCLUSIONS, exclusion (m) is replaced with the following:
(m) loss resulting directly or indirectly from surrender of property as a result of:
except when covered under Insuring Agreement (A);

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 20 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that the Section entitled CONDITIONS AND LIMITATIONS, the Section entitled DEFINITIONS, the definition of Property is amended by the addition of the following:
Notwithstanding the foregoing, Property does not include non-fungible tokens.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 21 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
| SCHEDULE | ||
|---|---|---|
| DEPOSITORY | LOCATION COVERED |
|
| All Depositories used by the Insured |
All Locations of Depositories used by the Insured |
It is agreed that:

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 22 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that:

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 23 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that:

least 15 days before the effective date of cancellation. If cancellation is for nonpayment of premium, the notice of cancellation shall inform the Insured of the amount due.

authorized agent or broker or another insurer of the first named Insured mails or delivers notice that the bond/policy has been replaced or is no longerdesired.

| Rider Number |
Effective Date of Rider |
Bond Number |
Premium |
|---|---|---|---|
| 24 | 12:01 a.m. on 07/02/2024 |
P-001-000331749-05 | N/A |
It is agreed that:
A. The attached bond is amended by adding to Section 2. EXCLUSIONS - CONDITIONS AND LIMITATIONS, the following:
loss resulting directly or indirectly from the theft, disappearance or destruction of Cryptocurrency or from the change in value of Cryptocurrency.
B. The attached bond is amended by adding to the bond CONDITIONS AND LIMITATIONS, Section 1. DEFINITIONS the following:
Cryptocurrency means a digital or electronic medium of exchange, operating independently of a central authority, in which encryption techniques are used to regulate the generation of units and to verify the transfer of such units from one person to another.
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