40-17G: Fidelity bond filed pursuant to Rule 17g1(g)(1) of the Investment Company Act of 1940
Published on November 18, 2009
ICI MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
1401 H
St. NW
Washington,
DC 20005
INVESTMENT
COMPANY BLANKET BOND
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
1401 H
St. NW
Washington,
DC 20005
DECLARATIONS
NOTICE
This
policy is issued by your risk retention group. Your risk retention
group may not be subject to all of the insurance laws and regulations of your
state. State insurance insolvency guaranty funds are not available
for your risk retention group.
Item
1.
|
Name
of Insured (the "Insured")
|
Bond
Number
|
|
Winmill
& Co. Incorporated
|
96394109B
|
||
Principal
Office:
|
11
Hanover Square
|
||
New
York, NY 10005
|
|||
Mailing
Address:
|
11
Hanover Square
|
||
New
York, NY 10005
|
Item
2.
|
Bond
Period: from 12:01 a.m. on October 1,
2009, to 12:01 a.m. on October 1,
2010, or the earlier effective date of the termination of this
Bond, standard time at the Principal Address as to each of said
dates.
|
Item
3.
|
Limit
of Liability--
|
||||||
Subject
to Sections 9, 10 and 12 hereof:
|
|||||||
LIMIT
OF LIABILITY
|
DEDUCTIBLE
AMOUNT
|
||||||
Insuring
Agreement A-
|
FIDELITY
|
$1,350,000
|
$25,000
|
||||
Insuring
Agreement B-
|
AUDIT
EXPENSE
|
$50,000
|
$10,000
|
||||
Insuring
Agreement C-
|
ON
PREMISES
|
$1,350,000
|
$25,000
|
||||
Insuring
Agreement D-
|
IN
TRANSIT
|
$1,350,000
|
$25,000
|
||||
Insuring
Agreement E-
|
FORGERY
OR ALTERATION
|
$1,350,000
|
$25,000
|
||||
Insuring
Agreement F-
|
SECURITIES
|
$1,350,000
|
$25,000
|
||||
Insuring
Agreement G-
|
COUNTERFEIT
CURRENCY
|
$1,350,000
|
$25,000
|
||||
Insuring
Agreement H-
|
UNCOLLECTIBLE
ITEMS OF DEPOSIT
|
$25,000
|
$5,000
|
||||
Insuring
Agreement I-
|
PHONE/ELECTRONIC
TRANSACTIONS
|
$1,350,000
|
$25,000
|
||||
If
"Not Covered" is inserted opposite any Insuring Agreement above, such
Insuring Agreement
|
|||||||
and
any reference thereto shall be deemed to be deleted from this
Bond.
|
|||||||
OPTIONAL
INSURING AGREEMENTS ADDED BY RIDER:
|
|||||||
Insuring
Agreement J-
|
COMPUTER
SECURITY
|
$1,350,000
|
$25,000
|
Item 4.
|
Offices
or Premises Covered--All the Insured's offices or other premises in
existence at the time this Bond becomes effective are covered under this
Bond, except the offices or other premises excluded by
Rider. Offices or other premises acquired or established after
the effective date of this Bond are covered subject to the terms of
General Agreement A.
|
Item 5.
|
The
liability of ICI Mutual Insurance Company (the "Underwriter")
is subject to the terms of the following Riders attached
hereto:
|
Riders: 1-2-3-4-5-6-7-8-9
|
and
of all Riders applicable to this Bond issued during the Bond
Period.
|
By: ____/S/ Swenitha
Nalli____
Authorized Representative
INVESTMENT
COMPANY BLANKET BOND
NOTICE
This
policy is issued by your risk retention group. Your risk retention
group may not be subject to all of the insurance laws and regulations of your
state. State insurance insolvency guaranty funds are not available
for your risk retention group.
ICI
Mutual Insurance Company, a Risk Retention Group (the “Underwriter”), in
consideration of an agreed premium, and in reliance upon the Application and all
other information furnished to the Underwriter by the Insured, and subject to
and in accordance with the Declarations, General Agreements, Provisions,
Conditions and Limitations and other terms of this bond (including all riders
hereto) (“Bond”), to the extent of the Limit of Liability and subject to the
Deductible Amount, agrees to indemnify the Insured for the loss, as described in
the Insuring Agreements, sustained by the Insured at any time but discovered
during the Bond Period.
INSURING
AGREEMENTS
A. FIDELITY
Loss
caused by any Dishonest or Fraudulent Act or Theft committed by an Employee
anywhere, alone or in collusion with other persons (whether or not Employees),
during the time such Employee has the status of an Employee as defined herein,
and even if such loss is not discovered until after he or she ceases to be an
Employee, EXCLUDING loss covered under Insuring Agreement B.
B. AUDIT
EXPENSE
Expense
incurred by the Insured for that part of audits or examinations required by any
governmental regulatory authority or Self Regulatory Organization to be
conducted by such authority or Organization or by an independent accountant or
other person, by reason of the discovery of loss sustained by the Insured and
covered by this Bond.
C. ON
PREMISES
Loss
resulting from Property that is (1) located or reasonably believed by the
Insured to be located within the Insured’s offices or premises, and (2) the
object of Theft, Dishonest or Fraudulent Act, or Mysterious Disappearance,
EXCLUDING loss covered under Insuring Agreement A.
D. IN
TRANSIT
Loss
resulting from Property that is (1) in transit in the custody of any person
authorized by an Insured to act as a messenger, except while in the mail or with
a carrier for hire (other than a Security Company), and (2) the object of Theft,
Dishonest or Fraudulent Act, or Mysterious Disappearance, EXCLUDING loss covered
under Insuring Agreement A. Property is “in transit” beginning
immediately upon receipt of such Property by the transporting person and ending
immediately upon delivery at the specified destination.
E.
|
FORGERY
OR ALTERATION
|
Loss
caused by the Forgery or Alteration of or on (1) any bills of exchange, checks,
drafts, or other written orders or directions to pay certain sums in money,
acceptances, certificates of deposit, due bills, money orders, or letters of
credit; or (2) other written instructions, requests or applications to the
Insured, authorizing or acknowledging the transfer, payment, redemption,
delivery or receipt of Property, or giving notice of any bank account, which
instructions or requests or applications purport to have been signed or endorsed
by (a) any customer of the Insured, or (b) any shareholder of or subscriber to
shares issued by any Investment Company, or (c) any financial or banking
institution or stockbroker; or (3) withdrawal orders or receipts for the
withdrawal of Property, or receipts or certificates of deposit for Property and
bearing the name of the Insured as issuer or of another Investment Company for
which the Insured acts as agent. This Insuring Agreement E does not
cover loss caused by Forgery or Alteration of Securities or loss covered under
Insuring Agreement A.
2
F.
|
SECURITIES
|
Loss
resulting from the Insured, in good faith, in the ordinary course of business,
and in any capacity whatsoever, whether for its own account or for the account
of others, having acquired, accepted or received, or sold or delivered, or given
any value, extended any credit or assumed any liability on the faith of any
Securities, where such loss results from the fact that such Securities (1) were
Counterfeit, or (2) were lost or stolen, or (3) contain a Forgery or Alteration,
and notwithstanding whether or not the act of the Insured causing such loss
violated the constitution, by-laws, rules or regulations of any Self Regulatory
Organization, whether or not the Insured was a member thereof, EXCLUDING loss
covered under Insuring Agreement A.
G. COUNTERFEIT
CURRENCY
Loss
caused by the Insured in good faith having received or accepted (1) any money
orders which prove to be Counterfeit or to contain an Alteration or (2) paper
currencies or coin of the United States of America or Canada which prove to be
Counterfeit. This Insuring Agreement G does not cover loss covered
under Insuring Agreement A.
H. UNCOLLECTIBLE
ITEMS OF DEPOSIT
Loss
resulting from the payment of dividends, issuance of Fund shares or redemptions
or exchanges permitted from an account with the Fund as a consequence
of
|
(1)
|
uncollectible
Items of Deposit of a Fund’s customer, shareholder or subscriber credited
by the Insured or its agent to such person’s Fund account,
or
|
|
(2)
|
any
Item of Deposit processed through an automated clearing house which is
reversed by a Fund’s customer, shareholder or subscriber and is deemed
uncollectible by the Insured;
|
PROVIDED,
that (a) Items of Deposit shall not be deemed uncollectible until the Insured’s
collection procedures have failed, (b) exchanges of shares between Funds with
exchange privileges shall be covered hereunder only if all such Funds are
insured by the Underwriter for uncollectible Items of Deposit, and (c) the
Insured Fund shall have implemented and maintained a policy to hold Items of
Deposit for the minimum number of days stated in its Application (as amended
from time to time) before paying any dividend or permitting any withdrawal with
respect to such Items of Deposit (other than exchanges between
Funds). Regardless of the number of transactions between Funds in an
exchange program, the minimum number of days an Item of Deposit must be held
shall begin from the date the Item of Deposit was first credited to any Insured
Fund.
This
Insuring Agreement H does not cover loss covered under Insuring Agreement
A.
I.
|
PHONE/ELECTRONIC
TRANSACTIONS
|
Loss
caused by a Phone/Electronic Transaction, where the request for such
Phone/Electronic Transaction:
3
|
(1)
|
is
transmitted to the Insured or its agents by voice over the telephone or by
Electronic Transmission; and
|
|
(2)
|
is
made by an individual purporting to be a Fund shareholder or subscriber or
an authorized agent of a Fund shareholder or subscriber;
and
|
|
(3)
|
is
unauthorized or fraudulent and is made with the manifest intent to
deceive;
|
PROVIDED,
that the entity receiving such request generally maintains and follows during
the Bond Period all Phone/Electronic Transaction Security Procedures with
respect to all Phone/Electronic Transactions; and
EXCLUDING
loss resulting from:
|
(1)
|
the
failure to pay for shares attempted to be purchased;
or
|
|
(2)
|
any
redemption of Investment Company shares which had been improperly credited
to a shareholder’s account where such shareholder (a) did not cause,
directly or indirectly, such shares to be credited to such account, and
(b) directly or indirectly received any proceeds or other benefit from
such redemption; or
|
|
(3)
|
any
redemption of shares issued by an Investment Company where the proceeds of
such redemption were requested to be paid or made payable to other than
(a) the Shareholder of Record, or (b) any other person or bank account
designated to receive redemption proceeds (i) in the initial account
application, or (ii) in writing (not to include Electronic Transmission)
accompanied by a signature guarantee;
or
|
|
(4)
|
any
redemption of shares issued by an Investment Company where the proceeds of
such redemption were requested to be sent to other than any address for
such account which was designated (a) in the initial account application,
or (b) in writing (not to include Electronic Transmission), where such
writing is received at least one (1) day prior to such redemption request,
or (c) by voice over the telephone or by Electronic Transmission at least
fifteen (15) days prior to such redemption;
or
|
|
(5)
|
the
intentional failure to adhere to one or more Phone/Electronic Transaction
Security Procedures; or
|
|
(6)
(7)
|
a
Phone/Electronic Transaction request transmitted by electronic mail or
transmitted by any method not subject to the Phone/Electronic Transaction
Security Procedures; or
the
failure or circumvention of any physical or electronic protection device,
including any firewall, that imposes restrictions on the flow of
electronic traffic in or out of any Computer
System.
|
This
Insuring Agreement I does not cover loss covered under Insuring Agreement A,
“Fidelity” or Insuring Agreement J, “Computer Security”.
GENERAL
AGREEMENTS
A.
|
ADDITIONAL
OFFICES OR EMPLOYEES--CONSOLIDATION OR
MERGER--NOTICE
|
|
1.
|
Except
as provided in paragraph 2 below, this Bond shall apply to any additional
office(s) established by the Insured during the Bond Period and to all
Employees during the Bond Period, without the need to give notice thereof
or pay additional premiums to the Underwriter for the Bond
Period.
|
4
|
2.
|
If
during the Bond Period an Insured Investment Company shall merge or
consolidate with an institution in which such Insured is the surviving
entity, or purchase substantially all the assets or capital stock of
another institution, or acquire or create a separate investment portfolio,
and shall within sixty (60) days notify the Underwriter thereof, then this
Bond shall automatically apply to the Property and Employees resulting
from such merger, consolidation, acquisition or creation from the date
thereof; provided, that the Underwriter may make such coverage contingent
upon the payment of an additional
premium.
|
B. WARRANTY
No
statement made by or on behalf of the Insured, whether contained in the
Application or otherwise, shall be deemed to be an absolute warranty, but only a
warranty that such statement is true to the best of the knowledge of the person
responsible for such statement.
C. COURT
COSTS AND ATTORNEYS’ FEES
The
Underwriter will indemnify the Insured against court costs and reasonable
attorneys’ fees incurred and paid by the Insured in defense of any legal
proceeding brought against the Insured seeking recovery for any loss which, if
established against the Insured, would constitute a loss covered under the terms
of this Bond; provided, however, that with respect to Insuring Agreement A this
indemnity shall apply only in the event that
|
1.
|
an
Employee admits to having committed or is adjudicated to have committed a
Dishonest or Fraudulent Act or Theft which caused the loss;
or
|
|
2.
|
in
the absence of such an admission or adjudication, an arbitrator or
arbitrators acceptable to the Insured and the Underwriter concludes, after
a review of an agreed statement of facts, that an Employee has committed a
Dishonest or Fraudulent Act or Theft which caused the
loss.
|
The
Insured shall promptly give notice to the Underwriter of any such legal
proceeding and upon request shall furnish the Underwriter with copies of all
pleadings and other papers therein. At the Underwriter's election the
Insured shall permit the Underwriter to conduct the defense of such legal
proceeding in the Insured's name, through attorneys of the Underwriter's
selection. In such event, the Insured shall give all reasonable
information and assistance which the Underwriter shall deem necessary to the
proper defense of such legal proceeding.
If the
amount of the Insured’s liability or alleged liability in any such legal
proceeding is greater than the amount which the Insured would be entitled to
recover under this Bond (other than pursuant to this General Agreement C), or if
a Deductible Amount is applicable, or both, the indemnity liability of the
Underwriter under this General Agreement C is limited to the proportion of court
costs and attorneys’ fees incurred and paid by the Insured or by the Underwriter
that the amount which the Insured would be entitled to recover under this Bond
(other than pursuant to this General Agreement C) bears to the sum of such
amount plus the amount which the Insured is not entitled to
recover. Such indemnity shall be in addition to the Limit of
Liability for the applicable Insuring Agreement.
D.
|
INTERPRETATION
|
This Bond
shall be interpreted with due regard to the purpose of fidelity bonding under
Rule 17g-1 of the Investment Company Act of 1940 (i.e., to protect innocent
third parties from harm) and to the structure of the investment management
industry (in which a loss of Property resulting from a cause described in any
Insuring Agreement ordinarily gives rise to a potential legal liability on the
part of the Insured), such that the term “loss” as used herein shall include an
Insured’s legal liability for
5
direct
compensatory damages resulting directly from a misappropriation, or measurable
diminution in value, of Property.
THIS
BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND
GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS,
CONDITIONS AND LIMITATIONS:
SECTION
1. DEFINITIONS
|
The
following terms used in this Bond shall have the meanings stated in this
Section:
|
A.
|
“Alteration” means the
marking, changing or altering in a material way of the terms, meaning or
legal effect of a document with the intent to
deceive.
|
B.
|
“Application” means the
Insured’s application (and any attachments and materials submitted
in connection therewith) furnished to the Underwriter for this
Bond.
|
C.
|
“Computer System” means
(1) computers with related peripheral components, including storage
components, (2) systems and applications software, (3) terminal devices,
(4) related communications networks or customer communication systems, and
(5) related electronic funds transfer systems; by which data or monies are
electronically collected, transmitted, processed, stored or
retrieved.
|
D.
|
“Counterfeit” means,
with respect to any item, one which is false but is intended to deceive
and to be taken for the original authentic
item.
|
E.
|
“Deductible Amount”
means, with respect to any Insuring Agreement, the amount set forth under
the heading “Deductible Amount” in Item 3 of the Declarations or in any
Rider for such Insuring Agreement, applicable to each Single Loss covered
by such Insuring Agreement.
|
F.
|
“Depository” means any
“securities depository” (other than any foreign securities depository) in
which an Investment Company may deposit its Securities in accordance with
Rule 17f-4 under the Investment Company Act of
1940.
|
G.
|
“Dishonest or Fraudulent
Act” means any dishonest or fraudulent act, including “larceny and
embezzlement” as defined in Section 37 of the Investment Company Act of
1940, committed with the conscious manifest intent (1) to cause the
Insured to sustain a loss and (2) to obtain financial benefit for the
perpetrator or any other person (other than salaries, commissions, fees,
bonuses, awards, profit sharing, pensions or other employee benefits). A
Dishonest or Fraudulent Act does not mean or include a reckless act, a
negligent act, or a grossly negligent
act.
|
H.
|
“Electronic
Transmission” means any transmission effected by electronic means,
including but not limited to a transmission effected by telephone tones,
Telefacsimile, wireless device, or over the
Internet.
|
I.
|
“Employee”
means:
|
|
(1)
|
each
officer, director, trustee, partner or employee of the Insured,
and
|
|
(2)
|
each
officer, director, trustee, partner or employee of any predecessor of the
Insured whose principal assets are acquired by the Insured by
consolidation or merger with, or purchase of assets or capital
stock of, such predecessor, and
|
|
(3)
|
each
attorney performing legal services for the Insured and each employee of
such attorney or of the law firm of such attorney while performing
services for the Insured, and
|
6
|
(4)
|
each
student who is an authorized intern of the Insured, while in any of the
Insured’s offices, and
|
|
(5)
|
each
officer, director, trustee, partner or employee
of
|
|
(a) an
investment adviser,
|
|
(b) an
underwriter (distributor),
|
|
(c) a
transfer agent or shareholder accounting recordkeeper,
or
|
|
(d)
an administrator authorized by written agreement to keep financial and/or
other
required records,
|
for an
Investment Company named as an Insured, BUT ONLY while (i) such officer, partner
or employee is performing acts coming within the scope of the usual duties of an
officer or employee of an Insured, or (ii) such officer, director, trustee,
partner or employee is acting as a member of any committee duly elected or
appointed to examine or audit or have custody of or access to the Property of
the Insured, or (iii) such director or trustee (or anyone acting in a similar
capacity) is acting outside the scope of the usual duties of a director or
trustee;PROVIDED, that the term “Employee” shall not include any officer,
director, trustee, partner or employee of a transfer agent, shareholder
accounting recordkeeper or administrator (x) which is not an “affiliated person”
(as defined in Section 2(a) of the Investment Company Act of 1940) of an
Investment Company named as Insured or of the adviser or underwriter of such
Investment Company, or (y) which is a “Bank” (as defined in Section 2(a) of the
Investment Company Act of 1940), and
|
(6)
|
each
individual assigned, by contract or by any agency furnishing temporary
personnel, in either case on a contingent or part-time basis, to perform
the usual duties of an employee in any office of the Insured,
and
|
|
(7)
|
each
individual assigned to perform the usual duties of an employee or officer
of any entity authorized by written agreement with the Insured to perform
services as electronic data processor of checks or other accounting
records of the Insured, but excluding a processor which acts as transfer
agent or in any other agency capacity for the Insured in issuing checks,
drafts or securities, unless included under subsection (5) hereof,
and
|
|
(8)
|
each
officer, partner or employee of
|
|
(a)
|
any
Depository or Exchange,
|
|
(b)
|
any
nominee in whose name is registered any Security included in the systems
for the central handling of securities established and maintained by any
Depository, and
|
|
(c)
|
any
recognized service company which provides clerks or other personnel to any
Depository or Exchange on a contract
basis,
|
while
such officer, partner or employee is performing services for any Depository in
the operation of systems for the central handling of securities,
and
|
(9)
|
in
the case of an Insured which is an “employee benefit plan” (as defined in
Section 3 of the Employee Retirement Income Security Act of 1974
(“ERISA”)) for officers, directors or employees of another Insured
(“In-House Plan”), any “fiduciary” or other “plan official” (within the
meaning of Section 412 of ERISA) of such In-House Plan, provided that such
fiduciary or other plan official is a director, partner, officer, trustee
or employee of an Insured (other than an In-House
Plan).
|
Each
employer of temporary personnel and each entity referred to in subsections (6)
and (7) and their respective partners, officers and employees shall collectively
be deemed to be one person for all the purposes of this Bond.
Brokers,
agents, independent contractors, or representatives of the same general
character shall not be considered Employees, except as provided in subsections
(3), (6), and (7).
J.
|
“Exchange” means any
national securities exchange registered under the Securities Exchange Act
of 1934.
|
7
K.
|
“Forgery” means the
physical signing on a document of the name of another person (whether real
or fictitious) with the intent to deceive. A Forgery may be by
means of mechanically reproduced facsimile signatures as well as
handwritten signatures. Forgery does not include the signing of
an individual’s own name, regardless of such individual’s authority,
capacity or purpose.
|
L.
|
“Items of Deposit” means
one or more checks or drafts.
|
M.
|
“Investment Company” or
“Fund” means an
investment company registered under the Investment Company Act of
1940.
|
N.
|
“Limit of Liability”
means, with respect to any Insuring Agreement, the limit of liability of
the Underwriter for any Single Loss covered by such Insuring Agreement as
set forth under the heading “Limit of Liability” in Item 3 of the
Declarations or in any Rider for such Insuring
Agreement.
|
O.
|
“Mysterious
Disappearance” means any disappearance of Property which, after a
reasonable investigation has been conducted, cannot be
explained.
|
P.
|
“Non-Fund” means any
corporation, business trust, partnership, trust or other entity which is
not an Investment Company.
|
Q.
|
“Phone/Electronic Transaction
Security Procedures” means security procedures for
Phone/
|
|
Electronic
Transactions as provided in writing to the
Underwriter.
|
R.
|
“Phone/Electronic
Transaction” means any (1) redemption of shares issued by an
Investment Company, (2) election concerning dividend options available to
Fund shareholders, (3) exchange of shares in a registered account of one
Fund into shares in an identically registered account of another Fund in
the same complex pursuant to exchange privileges of the two Funds, or (4)
purchase of shares issued by an Investment Company, which redemption,
election, exchange or purchase is requested by voice over the telephone or
through an Electronic Transmission.
|
S.
|
“Property” means the
following tangible items: money, postage and revenue stamps,
precious metals, Securities, bills of exchange, acceptances, checks,
drafts, or other written orders or directions to pay sums certain in
money, certificates of deposit, due bills, money orders, letters of
credit, financial futures contracts, conditional sales contracts,
abstracts of title, insurance policies, deeds, mortgages, and assignments
of any of the foregoing, and other valuable papers, including books of
account and other records used by the Insured in the conduct of its
business, and all other instruments similar to or in the nature of the
foregoing (but excluding all data processing records), (1) in which the
Insured has a legally cognizable interest, (2) in which the Insured
acquired or should have acquired such an interest by reason of a
predecessor’s declared financial condition at the time of the Insured’s
consolidation or merger with, or purchase of the principal assets of, such
predecessor or (3) which are held by the Insured for any purpose or in any
capacity.
|
T.
|
“Securities” means
original negotiable or non-negotiable agreements or instruments which
represent an equitable or legal interest, ownership or debt (including
stock certificates, bonds, promissory notes, and assignments thereof),
which are in the ordinary course of business and transferable by physical
delivery with appropriate endorsement or
assignment. “Securities” does not include bills of exchange,
acceptances, certificates of deposit, checks, drafts, or other written
orders or directions to pay sums certain in money, due bills, money
orders, or letters of credit.
|
U.
|
“Security Company” means
an entity which provides or purports to provide the transport of Property
by secure means, including, without limitation, by use of armored vehicles
or guards.
|
8
V.
|
“Self Regulatory
Organization” means any association of investment advisers or
securities dealers registered under the federal securities laws, or any
Exchange.
|
W.
|
“Shareholder of Record”
means the record owner of shares issued by an Investment Company or, in
the case of joint ownership of such shares, all record owners, as
designated (1) in the initial account application, or (2) in writing
accompanied by a signature guarantee, or (3) pursuant to procedures as set
forth in the Application.
|
X.
|
“Single Loss”
means:
|
|
(1)
|
all
loss resulting from any one actual or attempted Theft committed by one
person, or
|
|
(2)
|
all
loss caused by any one act (other than a Theft or a Dishonest or
Fraudulent Act) committed by one person,
or
|
|
(3)
|
all
loss caused by Dishonest or Fraudulent Acts committed by one person,
or
|
|
(4)
|
all
expenses incurred with respect to any one audit or examination,
or
|
|
(5)
|
all
loss caused by any one occurrence or event other than those specified in
subsections (1) through (4) above.
|
All acts
or omissions of one or more persons which directly or indirectly aid or, by
failure to report or otherwise, permit the continuation of an act referred to in
subsections (1) through (3) above of any other person shall be deemed to be the
acts of such other person for purposes of this subsection.
All acts
or occurrences or events which have as a common nexus any fact, circumstance,
situation, transaction or series of facts, circumstances, situations, or
transactions shall be deemed to be one act, one occurrence, or one
event.
Y.
|
“Telefacsimile” means a
system of transmitting and reproducing fixed graphic material (as, for
example, printing) by means of signals transmitted over telephone lines or
over the Internet.
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Z.
|
“Theft” means robbery,
burglary or hold-up, occurring with or without violence or the threat
of violence.
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SECTION
2. EXCLUSIONS
THIS BOND
DOES NOT COVER:
A.
|
Loss
resulting from (1) riot or civil commotion outside the United States of
America and Canada, or (2) war, revolution, insurrection, action by armed
forces, or usurped power, wherever occurring; except if such loss occurs
while the Property is in transit, is otherwise covered under Insuring
Agreement D, and when such transit was initiated, the Insured or any
person initiating such transit on the Insured’s behalf had no knowledge of
such riot, civil commotion, war, revolution, insurrection, action by armed
forces, or usurped power.
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B.
|
Loss
in time of peace or war resulting from nuclear fission or fusion or
radioactivity, or biological or chemical agents or hazards, or fire,
smoke, or explosion, or the effects of any of the
foregoing.
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C.
|
Loss
resulting from any Dishonest or Fraudulent Act committed by any person
while acting in the capacity of a member of the Board of Directors or any
equivalent body of the Insured or of any other
entity.
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D.
|
Loss
resulting from any nonpayment or other default of any loan or similar
transaction made by the Insured or any of its partners, directors,
officers or employees, whether or not authorized and
whether
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9
procured
in good faith or through a Dishonest or Fraudulent Act, unless such loss is
otherwise covered under Insuring Agreement A, E or F.
E.
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Loss
resulting from any violation by the Insured or by any Employee of any law,
or any rule or regulation pursuant thereto or adopted by a Self Regulatory
Organization, regulating the issuance, purchase or sale of securities,
securities transactions upon security exchanges or over the counter
markets, Investment Companies, or investment advisers, unless such loss,
in the absence of such law, rule or regulation, would be covered under
Insuring Agreement A, E or F.
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F.
|
Loss
resulting from Property that is the object of Theft, Dishonest or
Fraudulent Act, or Mysterious Disappearance while in the custody of any
Security Company, unless such loss is covered under this Bond and is in
excess of the amount recovered or received by the Insured under (1) the
Insured’s contract with such Security Company, and (2) insurance or
indemnity of any kind carried by such Security Company for the benefit of,
or otherwise available to, users of its service, in which case this Bond
shall cover only such excess, subject to the applicable Limit of Liability
and Deductible Amount.
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G.
|
Potential
income, including but not limited to interest and dividends, not realized
by the Insured because of a loss covered under this Bond, except when
covered under Insuring Agreement H.
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H.
|
Loss
in the form of (1) damages of any type for which the Insured is legally
liable, except direct compensatory damages, or (2) taxes, fines, or
penalties, including without limitation two-thirds of treble damage awards
pursuant to judgments under any statute or
regulation.
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I.
|
Loss
resulting from the surrender of Property away from an office of the
Insured as a result of a threat
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|
(1)
|
to
do bodily harm to any person, except where the Property is in transit in
the custody of any person acting as messenger as a result of a threat to
do bodily harm to such person, if the Insured had no knowledge of such
threat at the time such transit was initiated,
or
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(2)
|
to
do damage to the premises or Property of the Insured, unless such loss is
otherwise covered under Insuring Agreement
A.
|
J.
|
All
costs, fees and other expenses incurred by the Insured in establishing the
existence of or amount of loss covered under this Bond, except to the
extent certain audit expenses are covered under Insuring Agreement
B.
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K.
|
Loss
resulting from payments made to or withdrawals from any account, involving
funds erroneously credited to such account, unless such loss is otherwise
covered under Insuring Agreement A.
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L.
|
Loss
resulting from uncollectible Items of Deposit which are drawn upon a
financial institution outside the United States of America, its
territories and possessions, or
Canada.
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M.
|
Loss
resulting from the Dishonest or Fraudulent Acts, Theft, or other acts or
omissions of an Employee primarily engaged in the sale of shares issued by
an Investment Company to persons other than (1) a person registered as a
broker under the Securities Exchange Act of 1934 or (2) an “accredited
investor” as defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, which is not an
individual.
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N.
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Loss
resulting from the use of credit, debit, charge, access, convenience,
identification, cash management or other cards, whether such cards were
issued or purport to have been issued by the Insured or by anyone else,
unless such loss is otherwise covered under Insuring Agreement
A.
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O.
|
Loss
resulting from any purchase, redemption or exchange of securities issued
by an Investment Company or other Insured, or any other instruction,
request, acknowledgement, notice or transaction involving securities
issued by an Investment Company or other Insured or the dividends in
respect
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10
thereof,
when any of the foregoing is requested, authorized or directed or purported to
be requested, authorized or directed by voice over the telephone or by
Electronic Transmission, unless such loss is otherwise covered under Insuring
Agreement A or Insuring Agreement I.
P.
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Loss
resulting from any Dishonest or Fraudulent Act or Theft committed by an
Employee as defined in Section 1.I(2), unless such loss (1) could not have
been reasonably discovered by the due diligence of the Insured at or prior
to the time of acquisition by the Insured of the assets acquired from a
predecessor, and (2) arose out of a lawsuit or valid claim brought against
the Insured by a person unaffiliated with the Insured or with any person
affiliated with the Insured.
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Q.
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Loss
resulting from the unauthorized entry of data into, or the deletion or
destruction of data in, or the change of data elements or programs within,
any Computer System, unless such loss is otherwise covered under Insuring
Agreement A.
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SECTION
3. ASSIGNMENT OF RIGHTS
Upon
payment to the Insured hereunder for any loss, the Underwriter shall be
subrogated to the extent of such payment to all of the Insured’s rights and
claims in connection with such loss; provided, however, that the Underwriter
shall not be subrogated to any such rights or claims one named Insured under
this Bond may have against another named Insured under this Bond. At
the request of the Underwriter, the Insured shall execute all assignments or
other documents and take such action as the Underwriter may deem necessary or
desirable to secure and perfect such rights and claims, including the execution
of documents necessary to enable the Underwriter to bring suit in the name of
the Insured.
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Assignment
of any rights or claims under this Bond shall not bind the Underwriter
without the Underwriter’s written
consent.
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SECTION
4. LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS
|
This
Bond is for the use and benefit only of the Insured and the Underwriter
shall not be liable hereunder to anyone other than the
Insured. As soon as practicable and not more than sixty (60)
days after discovery, the Insured shall give the Underwriter written
notice thereof and, as soon as practicable and within one year after such
discovery, shall also furnish to the Underwriter affirmative proof of loss
with full particulars. The Underwriter may extend the sixty day
notice period or the one year proof of loss period if the Insured requests
an extension and shows good cause
therefor.
|
See also
General Agreement C (Court Costs and Attorneys' Fees).
The
Underwriter shall not be liable hereunder for loss of Securities unless each of
the Securities is identified in such proof of loss by a certificate or bond
number or by such identification means as the Underwriter may
require. The Underwriter shall have a reasonable period after receipt
of a proper affirmative proof of loss within which to investigate the claim, but
where the Property is Securities and the loss is clear and undisputed,
settlement shall be made within forty-eight (48) hours even if the loss involves
Securities of which duplicates may be obtained.
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The
Insured shall not bring legal proceedings against the Underwriter to
recover any loss hereunder prior to sixty (60) days after filing such
proof of loss or subsequent to twenty-four (24) months after the discovery
of such loss or, in the case of a legal proceeding to recover hereunder on
account of any judgment against the Insured in or settlement of any suit
mentioned in General Agreement C or to recover court costs or attorneys’
fees paid in any such suit, twenty-four (24) months after the date of the
final judgment in or settlement of such suit. If any limitation
in this Bond is prohibited by any applicable law, such limitation shall be
deemed to be amended to be equal to the minimum period of limitation
permitted by such law.
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11
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Notice
hereunder shall be given to Manager, Professional Liability Claims, ICI
Mutual Insurance Company, 1401 H St. NW, Washington, DC
20005.
|
SECTION
5. DISCOVERY
For all
purposes under this Bond, a loss is discovered, and discovery of a loss occurs,
when the Insured
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(1)
|
becomes
aware of facts, or
|
|
(2)
|
receives
notice of an actual or potential claim by a third party which alleges that
the Insured is liable under
circumstances,
|
which
would cause a reasonable person to assume that loss covered by this
Bond has been or is likely to be incurred even though the exact
amount or details of loss may not be known.
SECTION
6. VALUATION OF PROPERTY
For the
purpose of determining the amount of any loss hereunder, the value of any
Property shall be the market value of such Property at the close of business on
the first business day before the discovery of such loss; except
that
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(1)
|
the
value of any Property replaced by the Insured prior to the payment of a
claim therefor shall be the actual market value of such Property at the
time of replacement, but not in excess of the market value of such
Property on the first business day before the discovery of the loss of
such Property;
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|
(2)
|
the
value of Securities which must be produced to exercise subscription,
conversion, redemption or deposit privileges shall be the market value of
such privileges immediately preceding the expiration thereof if the loss
of such Securities is not discovered until after such expiration, but if
there is no quoted or other ascertainable market price for such Property
or privileges referred to in clauses (1) and (2), their value shall be
fixed by agreement between the parties or by arbitration before an
arbitrator or arbitrators acceptable to the parties;
and
|
|
(3)
|
the
value of books of accounts or other records used by the Insured in the
conduct of its business shall be limited to the actual cost of blank
books, blank pages or other materials if the books or records are
reproduced plus the cost of labor for the transcription or copying of data
furnished by the Insured for
reproduction.
|
SECTION
7. LOST SECURITIES
|
The maximum liability of the Underwriter hereunder for lost Securities shall be the payment for, or replacement of, such Securities having an aggregate value not to exceed the applicable Limit of Liability. If the Underwriter shall make payment to the Insured for any loss of Securities, the Insured shall assign to the Underwriter all of the Insured’s right, title and interest in and to such Securities. In lieu of such payment, the Underwriter may, at its option, replace such lost Securities, and in such case the Insured shall cooperate to effect such replacement. To effect the replacement of lost Securities, the Underwriter may issue or arrange for the issuance of a lost instrument bond. If the value of such Securities does not exceed the applicable Deductible Amount (at the time of the discovery of the loss), the Insured will pay the usual premium charged for the lost instrument bond and will indemnify the issuer of such bond against all loss and expense that it may sustain because of the issuance of such bond. |
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If
the value of such Securities exceeds the applicable Deductible Amount (at
the time of discovery of the loss), the Insured will pay a proportion of
the usual premium charged for the lost instrument bond, equal to the
percentage that the applicable Deductible Amount bears to the value of
such Securities upon discovery of the loss, and will indemnify the issuer
of such bond against all loss and expense
that
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12
is not
recovered from the Underwriter under the terms and conditions of this Bond,
subject to the applicable Limit of Liability.
SECTION
8. SALVAGE
If any
recovery is made, whether by the Insured or the Underwriter, on account of any
loss within the applicable Limit of Liability hereunder, the Underwriter shall
be entitled to the full amount of such recovery to reimburse the Underwriter for
all amounts paid hereunder with respect to such loss. If any recovery
is made, whether by the Insured or the Underwriter, on account of any loss in
excess of the applicable Limit of Liability hereunder plus the Deductible Amount
applicable to such loss from any source other than suretyship, insurance,
reinsurance, security or indemnity taken by or for the benefit of the
Underwriter, the amount of such recovery, net of the actual costs and expenses
of recovery, shall be applied to reimburse the Insured in full for the portion
of such loss in excess of such Limit of Liability, and the remainder, if any,
shall be paid first to reimburse the Underwriter for all amounts paid hereunder
with respect to such loss and then to the Insured to the extent of the portion
of such loss within the Deductible Amount. The Insured shall execute
all documents which the Underwriter deems necessary or desirable to secure to
the Underwriter the rights provided for herein.
SECTION
9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL
LIABILITY
Prior to
its termination, this Bond shall continue in force up to the Limit of Liability
for each Insuring Agreement for each Single Loss, notwithstanding any previous
loss (other than such Single Loss) for which the Underwriter may have paid or be
liable to pay hereunder; PROVIDED, however, that regardless of the number of
years this Bond shall continue in force and the number of premiums which shall
be payable or paid, the liability of the Underwriter under this Bond with
respect to any Single Loss shall be limited to the applicable Limit of Liability
irrespective of the total amount of such Single Loss and shall not be cumulative
in amounts from year to year or from period to period.
SECTION
10. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR
POLICIES
The
maximum liability of the Underwriter for any Single Loss covered by any Insuring
Agreement under this Bond shall be the Limit of Liability applicable to such
Insuring Agreement, subject to the applicable Deductible Amount and the other
provisions of this Bond. Recovery for any Single Loss may not be made
under more than one Insuring Agreement. If any Single Loss covered
under this Bond is recoverable or recovered in whole or in part because of an
unexpired discovery period under any other bonds or policies issued by the
Underwriter to the Insured or to any predecessor in interest of the Insured, the
maximum liability of the Underwriter shall be the greater of either (1) the
applicable Limit of Liability under this Bond, or (2) the maximum liability of
the Underwriter under such other bonds or policies.
SECTION
11. OTHER INSURANCE
Notwithstanding
anything to the contrary herein, if any loss covered by this Bond shall also be
covered by other insurance or suretyship for the benefit of the Insured, the
Underwriter shall be liable hereunder only for the portion of such loss in
excess of the amount recoverable under such other insurance or suretyship, but
not exceeding the applicable Limit of Liability of this Bond.
SECTION
12. DEDUCTIBLE AMOUNT
|
The
Underwriter shall not be liable under any Insuring Agreement unless the
amount of the loss covered thereunder, after deducting the net amount of
all reimbursement and/or recovery received by the Insured with respect to
such loss (other than from any other bond, suretyship or insurance policy
or as an
|
13
advance
by the Underwriter hereunder) shall exceed the applicable Deductible Amount; in
such case the Underwriter shall be liable only for such excess, subject to the
applicable Limit of Liability and the other terms of this Bond.
|
No
Deductible Amount shall apply to any loss covered under Insuring Agreement
A sustained by any Investment Company named as an
Insured.
|
SECTION
13. TERMINATION
|
The
Underwriter may terminate this Bond as to any Insured or all Insureds only
by written notice to such Insured or Insureds and, if this Bond is
terminated as to any Investment Company, to each such Investment Company
terminated thereby and to the Securities and Exchange Commission,
Washington, D.C., in all cases not less than sixty (60) days prior to the
effective date of termination specified in such
notice.
|
|
The
Insured may terminate this Bond only by written notice to the Underwriter
not less than sixty (60) days prior to the effective date of the
termination specified in such notice. Notwithstanding the
foregoing, when the Insured terminates this Bond as to any Investment
Company, the effective date of termination shall be not less than sixty
(60) days from the date the Underwriter provides written notice of the
termination to each such Investment Company terminated thereby and to the
Securities and Exchange Commission, Washington,
D.C.
|
|
This
Bond will terminate as to any Insured that is a Non-Fund immediately and
without notice upon (1) the takeover of such Insured’s business by any
State or Federal official or agency, or by any receiver or liquidator, or
(2) the filing of a petition under any State or Federal statute relative
to bankruptcy or reorganization of the Insured, or assignment for the
benefit of creditors of the
Insured.
|
|
Premiums
are earned until the effective date of termination. The
Underwriter shall refund the unearned premium computed at short rates in
accordance with the Underwriter’s standard short rate cancellation tables
if this Bond is terminated by the Insured or pro rata if this Bond is
terminated by the Underwriter.
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|
Upon
the detection by any Insured that an Employee has committed any Dishonest
or Fraudulent Act(s) or Theft, the Insured shall immediately remove such
Employee from a position that may enable such Employee to cause the
Insured to suffer a loss by any subsequent Dishonest or Fraudulent Act(s)
or Theft. The Insured, within two (2) business days of such
detection, shall notify the Underwriter with full and complete particulars
of the detected Dishonest or Fraudulent Act(s) or
Theft.
|
|
For
purposes of this section, detection occurs when any partner, officer, or
supervisory employee of any Insured, who is not in collusion with such
Employee, becomes aware that the Employee has committed any Dishonest or
Fraudulent Act(s) or Theft.
|
|
This
Bond shall terminate as to any Employee by written notice from the
Underwriter to each Insured and, if such Employee is an Employee of an
Insured Investment Company, to the Securities and Exchange Commission, in
all cases not less than sixty (60) days prior to the effective date of
termination specified in such
notice.
|
SECTION 14. RIGHTS AFTER
TERMINATION
|
At
any time prior to the effective date of termination of this Bond as to any
Insured, such Insured may, by written notice to the Underwriter, elect to
purchase the right under this Bond to an additional period of twelve (12)
months within which to discover loss sustained by such Insured prior to
the effective date of such termination and shall pay an additional premium
therefor as the Underwriter may
require.
|
14
|
Such
additional discovery period shall terminate immediately and without notice
upon the takeover of such Insured’s business by any State or Federal
official or agency, or by any receiver or liquidator. Promptly
after such termination the Underwriter shall refund to the Insured any
unearned premium.
|
|
The
right to purchase such additional discovery period may not be exercised by
any State or Federal official or agency, or by any receiver or liquidator,
acting or appointed to take over the Insured’s
business.
|
SECTION
15. CENTRAL HANDLING OF SECURITIES
|
The
Underwriter shall not be liable for loss in connection with the central
handling of securities within the systems established and maintained by
any Depository (“Systems”), unless the amount of such loss exceeds the
amount recoverable or recovered under any bond or policy or participants’
fund insuring the Depository against such loss (the “Depository’s
Recovery”); in such case the Underwriter shall be liable hereunder only
for the Insured’s share of such excess loss, subject to the applicable
Limit of Liability, the Deductible Amount and the other terms of this
Bond.
|
For
determining the Insured’s share of such excess loss, (1) the Insured shall be
deemed to have an interest in any certificate representing any security included
within the Systems equivalent to the interest the Insured then has in all
certificates representing the same security included within the Systems; (2) the
Depository shall have reasonably and fairly apportioned the Depository’s
Recovery among all those having an interest as recorded by appropriate entries
in the books and records of the Depository in Property involved in such loss, so
that each such interest shall share in the Depository’s Recovery in the ratio
that the value of each such interest bears to the total value of all such
interests; and (3) the Insured’s share of such excess loss shall be the amount
of the Insured’s interest in such Property in excess of the amount(s) so
apportioned to the Insured by the Depository.
|
This
Bond does not afford coverage in favor of any Depository or Exchange or
any nominee in whose name is registered any security included within the
Systems.
|
SECTION
16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more
than one entity is named as the Insured:
|
A.
|
the
total liability of the Underwriter hereunder for each Single Loss shall
not exceed the Limit of Liability which would be applicable if there were
only one named Insured, regardless of the number of Insured entities which
sustain loss as a result of such Single
Loss,
|
|
B.
|
the
Insured first named in Item 1 of the Declarations shall be deemed
authorized to make, adjust, and settle, and receive and enforce payment
of, all claims hereunder as the agent of each other Insured for such
purposes and for the giving or receiving of any notice required or
permitted to be given hereunder; provided, that the Underwriter shall
promptly furnish each named Insured Investment Company with (1) a copy of
this Bond and any amendments thereto, (2) a copy of each formal filing of
a claim hereunder by any other Insured, and (3) notification of the terms
of the settlement of each such claim prior to the execution of such
settlement,
|
|
C.
|
the
Underwriter shall not be responsible or have any liability for the proper
application by the Insured first named in Item 1 of the Declarations of
any payment made hereunder to the first named
Insured,
|
|
D.
|
for
the purposes of Sections 4 and 13, knowledge possessed or discovery made
by any partner, officer or supervisory Employee of any Insured shall
constitute knowledge or discovery by every named
Insured,
|
15
|
E.
|
if
the first named Insured ceases for any reason to be covered under this
Bond, then the Insured next named shall thereafter be considered as the
first named Insured for the purposes of this Bond,
and
|
|
F.
|
each
named Insured shall constitute “the Insured” for all purposes of this
Bond.
|
SECTION
17. NOTICE AND CHANGE OF CONTROL
Within
thirty (30) days after learning that there has been a change in control of an
Insured by transfer of its outstanding voting securities the Insured shall give
written notice to the Underwriter of:
|
A.
|
the
names of the transferors and transferees (or the names of the beneficial
owners if the voting securities are registered in another name),
and
|
|
B.
|
the
total number of voting securities owned by the transferors and the
transferees (or the beneficial owners), both immediately before and after
the transfer, and
|
|
C.
|
the
total number of outstanding voting
securities.
|
As used
in this Section, “control” means the power to exercise a controlling influence
over the management or policies of the Insured.
SECTION
18. CHANGE OR MODIFICATION
This Bond
may only be modified by written Rider forming a part hereof over the signature
of the Underwriter’s authorized representative. Any Rider which
modifies the coverage provided by Insuring Agreement A, Fidelity, in a manner
which adversely affects the rights of an Insured Investment Company shall not
become effective until at least sixty (60) days after the Underwriter has given
written notice thereof to the Securities and Exchange Commission, Washington,
D.C., and to each Insured Investment Company affected thereby.
IN
WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on the
Declarations Page.
16
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 1
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration of the premium charged for this Bond, it is hereby understood and
agreed that Item 1 of the Declarations, Name of Insured, shall include the
following:
CEF
Advisers, Inc.
Midas
Management Corporation
Investor
Service Center, Inc.
Midas
Perpetual Portfolio, Inc.
Global
Income Fund, Inc.
Midas
Special Fund, Inc.
Midas
Fund, Inc.
Foxby
Corp.
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 2
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration of the premium charged for this Bond, it is hereby understood and
agreed that this Bond (other than Insuring Agreements C and D) does not cover
loss resulting from or in connection with any business, activities, or acts or
omissions of (including services rendered by) any Insured which is not
an Insured Fund ("Non-Fund") or any Employee of a Non-Fund, except
loss, otherwise covered by the terms of this Bond, resulting from or in
connection with (1) services rendered by a Non-Fund to an Insured Fund, or to
shareholders of such Fund in connection with the issuance, transfer, or
redemption of their Fund shares, or (2) in the case of a Non-Fund substantially
all of whose business is rendering the services described in (1) above, the
general business, activities or operations of such Non-Fund, excluding
(a) the rendering of services (other than those described in (1) above) to any
person, or (b) the sale of goods or property of any kind.
It
is further understood and agreed that with respect to any Non-Fund, Insuring
Agreements C and D only cover loss of Property which a Non-Fund uses or holds,
or in which a Non-Fund has an interest, in each case wholly or partially in
connection with the rendering of services by a Non-Fund to an Insured Fund, or
to shareholders of such Fund in connection with the issuance, transfer, or
redemption of their Fund shares.
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 3
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration of the premium charged for this Bond, it is hereby understood and
agreed that the Deductible Amount for Insuring Agreement E, Forgery or
Alteration, and Insuring Agreement F, Securities, shall not apply with respect
to loss through Forgery of a signature on the following documents:
(1)
|
letter
requesting redemption of $25,000 or less payable by check to the
shareholder of record and addressed to the address of record;
or
|
(2)
|
letter
requesting redemption of $25,000 or less by wire transfer to the record
shareholder's bank account of record;
or
|
(3)
|
written
request to a trustee or custodian for a Designated Retirement Account
("DRA") which holds shares of an Insured Fund, where such request (a)
purports to be from or at the instruction of the Owner of such DRA, and
(b) directs such trustee or custodian to transfer $25,000 or less from
such DRA to a trustee or custodian for another DRA established for the
benefit of such Owner;
|
provided,
that the Limit of Liability for a Single Loss as described above shall be
$25,000 and that the Insured shall bear 20% of each such loss. This
Rider shall not apply in the case of any such Single Loss which exceeds $25,000;
in such case the Deductible Amounts and Limits of Liability set forth in Item 3
of the Declarations shall control.
For
purposes of this Rider:
(A)
|
"Designated
Retirement Account" means any retirement plan or account described or
qualified under the Internal Revenue Code of 1986, as amended, or a
subaccount thereof.
|
(B)
|
"Owner"
means the individual for whose benefit the DRA, or a subaccount thereof,
is established.
|
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 4
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration of the premium charged for this Bond, it is hereby understood and
agreed that this Bond does not cover any loss resulting from or in connection
with the acceptance of any Third Party Check, unless
|
(1)
|
such
Third Party Check is used to open or increase an account which is
registered in the name of one or more of the payees on such Third Party
Check, and
|
|
(2)
|
reasonable
efforts are made by the Insured, or by the entity receiving Third Party
Checks on behalf of the Insured, to verify all endorsements on all Third
Party Checks made payable in amounts greater than $100,000 (provided,
however, that the isolated failure to make such efforts in a particular
instance will not preclude coverage, subject to the exclusions herein and
in the Bond),
|
|
and
then only to the extent such loss is otherwise covered under this
Bond.
|
For
purposes of this Rider, "Third Party Check" means a check made payable to one or
more parties and offered as payment to one or more other parties.
It
is further understood and agreed that notwithstanding anything to the contrary
above or elsewhere in the Bond, this Bond does not cover any loss resulting from
or in connection with the acceptance of a Third Party Check where:
|
(1)
|
any
payee on such Third Party Check reasonably appears to be a corporation or
other entity; or
|
|
(2)
|
such
Third Party Check is made payable in an amount greater than $100,000 and
does not include the purported endorsements of all payees on such Third
Party Check.
|
It
is further understood and agreed that this Rider shall not apply with respect to
any coverage that may be available under Insuring Agreement A,
"Fidelity."
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 5
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration of the premium charged for this Bond, it is hereby understood and
agreed that notwithstanding Section 2.Q of this Bond, this Bond is amended by
adding an additional Insuring Agreement J as follows:
J. COMPUTER
SECURITY
Loss
(including loss of Property) resulting directly from Computer Fraud; provided,
that the Insured has adopted in writing and generally maintains and follows
during the Bond Period all Computer Security Procedures. The isolated
failure of the Insured to maintain and follow a particular Computer Security
Procedure in a particular instance will not preclude coverage under this
Insuring Agreement, subject to the specific exclusions herein and in the
Bond.
|
1.
|
Definitions. The
following terms used in this Insuring Agreement shall have the following
meanings:
|
|
a.
|
"Authorized
User" means any person or entity designated by the Insured (through
contract, assignment of User Identification, or otherwise) as authorized
to use a Covered Computer System, or any part thereof. An
individual who invests in an Insured Fund shall not be considered to be an
Authorized User solely by virtue of being an
investor.
|
b. "Computer
Fraud" means the unauthorized entry of data into, or the deletion or destruction
of data in, or change of data elements or programs within, a Covered Computer
System which:
|
(1)
|
is committed by any Unauthorized Third Party
anywhere, alone or in collusion with other Unauthorized Third Parties;
and
|
|
(2)
|
is committed with the conscious manifest
intent (a) to cause the Insured to sustain a loss, and
(b) to obtain financial benefit for the perpetrator or any other person;
and
|
|
(3)
|
causes
(x) Property to be transferred, paid or delivered; or
(y) an account of the Insured, or of its customer, to be added, deleted,
debited or credited; or
(z) an unauthorized or fictitious account to be debited or
credited.
|
|
c.
|
"Computer
Security Procedures" means procedures for prevention of unauthorized
computer access and use and administration of computer access and use as
provided in writing to the
Underwriter.
|
|
d.
|
"Covered
Computer System" means any Computer System as to which the Insured has
possession, custody and control.
|
|
e.
|
"Unauthorized
Third Party" means any person or entity that, at the time of the Computer
Fraud, is not an Authorized User.
|
|
f.
|
"User
Identification" means any unique user name (i.e.,
a series of characters) that is assigned to a person or entity by the
Insured.
|
|
2.
|
Exclusions. It
is further understood and agreed that this Insuring Agreement J shall not
cover:
|
|
a.
|
Any loss covered under Insuring Agreement A,
"Fidelity," of this Bond; and
|
|
b.
|
Any loss resulting directly or indirectly from
Theft or misappropriation of confidential or proprietary information,
material or data (including but not limited to trade secrets, computer
programs or customer information); and
|
|
c.
|
Any loss resulting from the intentional
failure to adhere to one or more Computer Security Procedures; and
|
|
d.
|
Any
loss resulting from a Computer Fraud committed by or in collusion
with:
|
|
(1)
|
any Authorized User (whether a natural person
or an entity); or
|
|
(2)
|
in the case of any Authorized User which is an
entity, (a) any director, officer, partner, employee or agent of such
Authorized User, or (b) any entity which controls, is controlled by, or is
under common control with such Authorized User ("Related Entity"), or (c)
any director, officer, partner, employee or agent of such Related Entity;
or
|
|
(3)
|
in
the case of any Authorized User who is a natural person, (a) any entity
for which such Authorized User is a director, officer, partner, employee
or agent ("Employer Entity"), or (b) any director, officer, partner,
employee or agent of such Employer Entity, or (c) any entity which
controls, is controlled by, or is under common control with such Employer
Entity ("Employer-Related Entity"), or (d) any director, officer, partner,
employee or agent of such Employer-Related
Entity;
|
and
|
e.
|
Any loss resulting from physical damage to or
destruction of any Covered Computer System, or any part thereof, or any
data, data elements or media associated therewith; and
|
|
f.
|
Any loss resulting from Computer Fraud
committed by means of wireless access to any Covered Computer System, or
any part thereof, or any data, data elements or media associated
therewith; and
|
|
g.
|
Any loss not directly and proximately caused
by Computer Fraud (including, without limitation, disruption of business
and extra expense); and
|
|
h.
|
Payments
made to any person(s) who has threatened to deny or has denied authorized
access to a Covered Computer System or otherwise has threatened to disrupt
the business of the Insured.
|
For
purposes of this Insuring Agreement, "Single Loss," as defined in Section 1.X of
this Bond, shall also include all loss caused by Computer Fraud(s) committed by
one person, or in which one person is implicated, whether or not that person is
specifically identified. A series of losses involving unidentified
individuals, but arising from the same method of operation, may be deemed by the
Underwriter to involve the same individual and in that event shall be treated as
a Single Loss.
It
is further understood and agreed that nothing in this Rider shall affect the
exclusion set forth in Section 2.0 of this Bond.
It
is further understood and agreed that notwithstanding Section 9, Non-Reduction
and Non-Accumulation of Liability and Total Liability, or any other provision of
this Bond, the Aggregate Limit of Liability of the Underwriter under this Bond
with respect to any and all loss or losses under this Insuring Agreement shall
be an aggregate of $1,350,000 for the Bond Period, irrespective of the total
amount of any such loss or losses.
Coverage
under this Insuring Agreement shall terminate upon termination of this
Bond. Coverage under this Insuring Agreement may also be terminated
without terminating this Bond as an entirety:
|
(a)
|
by
written notice from the Underwriter not less than sixty (60) days prior to
the effective date of termination specified in such notice;
or
|
|
(b)
|
immediately
by written notice from the Insured to the
Underwriter.
|
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 6
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration for the premium charged for this Bond, it is hereby understood and
agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover any loss resulting from any
On-Line Redemption(s) or On-Line Purchase(s) involving an aggregate amount in
excess of $250,000 per shareholder account per day, unless before such
redemption(s) or purchase(s), in a procedure initiated by the Insured or by the
entity receiving the request for such On-Line Redemption(s) or On-Line
Purchase(s):
(a)
|
(i) the
Shareholder of Record verifies, by some method other than an Electronic
Transmission effected by computer-to-computer over the Internet or
utilizing modem or similar connections, that each such redemption or
purchase has been authorized, and (ii) if such redemption or purchase is
to be effected by wire to or from a particular bank account, a duly
authorized employee of the bank verifies the account number to or from
which funds are being transferred, and that the name on the account is the
same as the name of the intended recipient of the
proceeds.
|
It
is further understood and agreed that, notwithstanding the Limit of Liability
set forth herein or any other provision of this Bond, the Limit of Liability
with respect to any Single Loss caused by an On-Line Transaction shall be
$1,350,000 and the On-Line Deductible with respect to Insuring Agreement I is
Fifty Thousand Dollars ($50,000).
It
is further understood and agreed that notwithstanding Section 8, Non-Reduction
and Non-Accumulation of Liability and Total Liability, or any other provision of
this Bond, the Aggregate Limit of Liability of the Underwriter under this Bond
with respect to any and all loss or losses caused by On-Line Transactions shall
be an aggregate of $1,350,000 for the Bond Period, irrespective of the total
amount of such loss or losses.
For
purposes of this Rider, the following terms shall have the following
meanings:
“On-Line
Purchase” means any purchase of shares issued by an Investment Company, which
purchase is requested by computer-to-computer transmissions over the Internet
(including any connected or associated intranet or extranet) or utilizing modem
or similar connections.
“On-Line
Redemption” means any redemption of shares issued by an Investment Company,
which redemption is requested by computer-to computer transmissions over the
Internet (including any connected or associated intranet or extranet) or
utilizing modem or similar connections.
“On-Line
Transaction” means any Phone/Electronic Transaction requested by
computer-to-computer transmissions over the Internet (including any connected or
associated intranet or extranet) or utilizing modem or similar
connections.
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 7
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration for the premium charged for this Bond, it is hereby understood and
agreed that, with respect to Insuring Agreement I only, the Deductible Amount
set forth in Item 3 of the Declarations (“Phone/Electronic Deductible”) shall
not apply with respect to a Single Loss, otherwise covered by Insuring Agreement
I, caused by:
(1)
|
a
Phone/Electronic Redemption requested to be paid or made payable by check
to the Shareholder of Record at the address of record;
or
|
(2)
|
a
Phone/Electronic Redemption requested to be paid or made payable by wire
transfer to the Shareholder of Record’s bank account of
record,
|
provided,
that the Limit of Liability for a Single Loss as described in (1) or (2) above
shall be the lesser of 80% of such loss or $20,000 and that the Insured shall
bear the remainder of each such Loss. This Rider shall not apply if
the application of the Phone/Electronic Deductible to the Single Loss would
result in coverage of greater than $20,000 or more; in such case the
Phone-initiated Deductible and Limit of Liability set forth in Item 3 of the
Declarations shall control.
For
purposes of this Rider, “Phone/Electronic Redemption” means any redemption of
shares issued by an Investment Company, which redemption is requested (a) by
voice over the telephone, (b) by Telefacsimile, or (c) by transmission over the
Internet (including any connected or associated intranet or extranet) or
utilizing modem or similar connections.
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 8
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
In
consideration of the premium charged for this Bond, it is hereby understood and
agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover loss caused by a
Phone/Electronic Transaction requested:
|
· by
use of an automated telephone tone or voice response system; or
|
|
· by
wireless device transmissions over the Internet (including any connected
or associated intranet or
extranet),
|
except
insofar as such loss is covered under Insuring Agreement A “Fidelity” of this
Bond.
Except
as above stated, nothing herein shall be held to alter, waive or extend any of
the terms of this Bond.
ICI
MUTUAL INSURANCE COMPANY,
a
Risk Retention Group
INVESTMENT
COMPANY BLANKET BOND
RIDER
NO. 9
INSURED
|
BOND
NUMBER
|
|
Winmill
& Co. Incorporated
|
96394109B
|
|
EFFECTIVE
DATE
|
BOND
PERIOD
|
AUTHORIZED
REPRESENTATIVE
|
October
1, 2009
|
October
1, 2009 to October 1, 2010
|
/S/ Swenitha
Nalli
|
Most
property and casualty insurers, including ICI Mutual Insurance Company, a Risk
Retention Group (“ICI Mutual”), are subject to the requirements of the Terrorism
Risk Insurance Act of 2002, as amended (the “Act”). The Act
establishes a Federal insurance backstop under which ICI Mutual and these other
insurers will be partially reimbursed for future “insured losses” resulting
from certified “acts of terrorism.” (Each of
these bolded terms is defined by the
Act.) The Act also places certain disclosure and other obligations on
ICI Mutual and these other insurers.
Pursuant
to the Act, any future losses to ICI Mutual caused by certified “acts of terrorism” will be partially
reimbursed by the United States government under a formula established by the
Act. Under this formula, the United States government will reimburse
ICI Mutual for 90% of ICI Mutual’s “insured losses” in excess of a
statutorily established deductible until total insured losses of all
participating insurers reach $100 billion. If total “insured losses” of all property and casualty
insurers reach $100 billion during any applicable period, the Act provides that
the insurers will not be liable under their policies for their portions of such
losses that exceed such amount. Amounts otherwise payable under this
bond may be reduced as a result.
This
bond has no express exclusion for “acts of
terrorism.” However, coverage under this bond
remains subject to all applicable terms, conditions and limitations of the
bond (including exclusions) that are permissible under the
Act. The portion of the premium that is attributable to any coverage
potentially available under the bond for “acts of terrorism” is one percent
(1%).
SECRETARY'S
CERTIFICATE
OF
FOXBY
CORP., GLOBAL INCOME FUND, INC.,
MIDAS
PERPETUAL PORTFOLIO, INC., MIDAS FUND, INC.,
AND
MIDAS SPECIAL FUND, INC.
(COLLECTIVELY,
THE "FUNDS")
On this 18th day of November, 2009, the
undersigned, John F. Ramirez, does hereby certify that he is the duly elected
and presently incumbent Secretary of the Funds, each a Maryland corporation, and
is authorized to execute and deliver this Certificate and does hereby further
certify that:
The following resolutions are a true,
correct, and complete copy of resolutions duly adopted unanimously first by all
of the directors of each Fund who are not “interested persons” of each Fund,
voting separately, and then by all of the directors of each Fund present at a
meeting of the Boards of Directors of the Funds duly called and held on
September 16, 2009, at which a quorum was present and acting throughout; and
such resolutions have not been amended, modified, or rescinded and remain in
full force and effect on the date hereof.
|
RESOLVED,
that, upon due consideration of all relevant factors, including but not
limited to the value of the aggregate assets of the Funds to which any
Covered Person (as defined in Rule 17g-1(b) under the Investment Company
Act of 1940) may have access, the type and terms of the arrangements made
for the custody and safekeeping of such assets, and the nature of the
portfolio securities of the Funds, the joint insured bond, issued by ICI
Mutual Insurance Company (the "Bond") between each Fund, CEF Advisers,
Inc., Midas Management Corporation, Investor Service Center, Inc., and
Winmill & Co. Incorporated shall be in the minimum amount permitted by
Rule 17g-1 of the 1940 Act and be it
further
|
|
RESOLVED,
that, upon due consideration of all relevant factors, including but not
limited to the number of other parties named as insureds, the nature of
the business activities of such other parties, the amount of the increase
of the premium for such Bond, the ratable allocation of the premium among
all parties named as insureds and the extent to which the share of the
premium allocated to each insured is less than the premium each insured
would have had to pay if it provided and maintained a single insured bond,
the officers of each insured be, and they hereby are, authorized to cause
each insured to pay the proportion of the premium for said Bond allocated
to it based upon its net assets relative to the other parties named as
insureds; and be it further
|
|
RESOLVED,
that any President, Vice Chairman or Vice President of each insured be,
and hereby is, authorized to secure coverage under the joint insured
agreement on behalf of each insured, and any actions previously taken by
such officers with respect to securing coverage under the joint insured
agreement be, and they hereby are, ratified and approved in all respects;
and be it further
|
|
RESOLVED,
that John F. Ramirez be, and hereby is, designated as the officer who
shall make the filings and give notices required by Rule 17g-1 under the
1940 Act.
|
IN
WITNESS WHEREOF, the undersigned being duly authorized has executed this
Secretary's Certificate of the Funds.
/s/John
F. Ramirez
John F.
Ramirez
Secretary
The
amount of the single insured bond which each investment company would have
provided and maintained had it not been named as an insured under a joint bond
is as follows:
Foxby
Corp.
|
$
|
125,000
|
Global
Income Fund, Inc.
|
$
|
300,000
|
Midas
Fund, Inc.
|
$
|
525,000
|
Midas
Perpetual Portfolio, Inc.
|
$
|
150,000
|
Midas
Special Fund, Inc.
|
$
|
200,000
|
The
period for which premiums have been paid with respect to this bond is October 1,
2009 to October 1, 2010.
JOINT INSURED
AGREEMENT
Agreement
made as of the 16th day
of September, 2009, by and among Midas Perpetual Portfolio, Inc., Global Income
Fund, Inc., Foxby Corp., Midas Special Fund, Inc, Midas Fund, Inc., CEF
Advisers, Inc., Investor Service Center, Inc., Midas Management Corporation, and
Winmill & Co. Incorporated (hereinafter referred to, collectively with the
Funds, as the “Assureds”).
WHEREAS, the Assureds are jointly
insured under an Investment Company Blanket Bond (“Bond”) issued by the ICI
Mutual Insurance Company;
NOW,
THEREFORE, in consideration of the mutual covenants set forth below, the parties
agree as follows:
1. The
aggregate face amount of the Bond shall at all times be equal to or greater than
the aggregate of the amounts set forth as the minimum amount for each Fund
(based on the gross assets of each) under sub-paragraph (d)(1) of Rule 17g-1,
promulgated under the Investment Company Act of 1940, as amended.
2. In
the event of a recovery by two or more of the Assureds under the Bond in
connection with a single loss, such recovery shall be divided among the Assureds
suffering such loss in proportion to the respective amounts of each such
Assured's loss.
3. In
the event a loss suffered by any of the Assureds is not fully recoverable under
this Bond, or under any other bond naming such Assured as an insured, the
recovery under the Bond shall be allocated among the Assureds on an equitable
and proportionate basis provided, however, that each Fund shall receive as least
the amount of coverage approved by the directors of such Fund in accordance with
paragraph (d) of said Rule 17g-1 (but, in any event, not less than the amount of
the minimum coverage set forth in subparagraph (d)(1) of said Rule 17g-1,
applicable to an investment company having the same gross assets as such
Fund).
IN
WITNESS WHEREOF, each of the Assureds has executed this agreement as of the date
and year above written.
Midas
Perpetual Portfolio, Inc.
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
Global
Income Fund, Inc.
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
Foxby
Corp.
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
Midas
Special Fund, Inc.
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
Midas
Fund, Inc.
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
CEF
Advisers, Inc.
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
Midas
Management Corporation
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
Investor
Service Center, Inc.
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|
|
Winmill
& Co. Incorporated
|
|
By:
/s/John F.
Ramirez
|
|
John
F. Ramirez, Vice President
|