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.
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Item 1. |
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Name of Insured (the “Insured”) |
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Bond Number: |
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NexPoint Funds I |
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04704122B |
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Principal Office: |
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Mailing Address: |
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200 Crescent Court, Suite
700 |
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200 Crescent
Court, Suite 700 |
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Dallas, TX 75201 |
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Dallas, TX
75201 |
Item 2. |
Bond Period: from 12:01 a.m. on December 15, 2022 , to
12:01 a.m. on December 15, 2023 , or the earlier effective date of
the termination of this Bond, standard time at the Principal Office
as to each of said dates.
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Item 3. |
Limit of Liability (Subject to Sections 9, 10 and 12
hereof):
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LIMIT OF
LIABILITY |
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DEDUCTIBLE
AMOUNT |
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Insuring Agreement A
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FIDELITY |
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$ |
6,025,000 |
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$ |
50,000 |
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Insuring Agreement B
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AUDIT EXPENSE |
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$ |
50,000 |
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$ |
10,000 |
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Insuring Agreement C
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ON PREMISES |
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$ |
6,025,000 |
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$ |
50,000 |
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Insuring Agreement D
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IN TRANSIT |
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$ |
6,025,000 |
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$ |
50,000 |
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Insuring Agreement E
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FORGERY OR ALTERATION |
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$ |
6,025,000 |
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$ |
50,000 |
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Insuring Agreement F
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SECURITIES |
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$ |
6,025,000 |
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$ |
50,000 |
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Insuring Agreement G
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COUNTERFEIT CURRENCY |
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$ |
6,025,000 |
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$ |
50,000 |
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Insuring Agreement H
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UNCOLLECTIBLE ITEMS OF DEPOSIT |
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$ |
25,000 |
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$ |
5,000 |
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Insuring Agreement I
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PHONE/ELECTRONIC TRANSACTIONS |
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$ |
6,025,000 |
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$ |
50,000 |
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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.
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OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:
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Insuring Agreement J
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COMPUTER SECURITY
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$ |
6,025,000 |
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$ |
50,000 |
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Insuring Agreement J
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SOCIAL ENGINEERING FRAUD
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$ |
1,000,000 |
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$ |
50,000 |
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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.
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Item 5. |
The liability of ICI Mutual Insurance Company, a Risk
Retention Group (the “Underwriter”) is subject to the terms of the
following Riders attached hereto:
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Riders: 1-2-3-4-5-6-7-8-9-10-11
and of all Riders applicable to this Bond issued during the Bond
Period.
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By: |
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/S/ Swenitha Nalli
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By: |
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/S/ Maggie Sullivan
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Authorized Representative |
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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
Loss resulting directly from any Dishonest or Fraudulent Act
committed by an Employee, committed anywhere and whether committed
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; and EXCLUDING loss
covered under Insuring Agreement B.
Expense incurred by the Insured for that part of the costs 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.
Loss of Property resulting directly from any Mysterious
Disappearance, or any Dishonest or Fraudulent Act committed by a
person physically present in an office or on the premises of the
Insured at the time the Property is surrendered, while the Property
is (or reasonably supposed or believed by the Insured to be) lodged
or deposited within the Insured’s offices or premises located
anywhere, except those offices excluded by Rider; and EXCLUDING
loss covered under Insuring Agreement A.
Loss of Property resulting directly from any Mysterious
Disappearance or Dishonest or Fraudulent Act while the Property is
physically (not electronically) in transit anywhere 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 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 to the designated recipient or its agent,
but only while the Property is being conveyed.
Loss resulting directly from the Insured having, in good faith,
paid or transferred any Property in reliance upon any Written,
Original:
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(1) |
bills of exchange, checks, drafts, or other written
orders or directions to pay sums certain in money, acceptances,
certificates of deposit, due bills, money orders, warrants, orders
upon public treasuries, or letters of credit; or
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(2) |
instructions, requests or applications directed to the
Insured, authorizing or acknowledging the transfer, payment,
redemption, delivery or receipt of money or Property, or giving
notice of any bank account (provided such 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, and
further provided such instructions, requests, or applications
either bear the forged signature or endorsement or have been
altered without the knowledge and consent of such customer, such
shareholder or subscriber to shares issued by an Investment
Company, or such financial or banking institution or stockbroker);
or
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(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;
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which bear (a) a Forgery, or (b) an Alteration, but only
to the extent that the Forgery or Alteration directly causes the
loss.
Actual physical possession by the Insured or its authorized
representative of the items listed in (1) through
(3) above is a condition precedent to the Insured having
relied upon the items.
This Insuring Agreement E does not cover loss caused by Forgery or
Alteration of Securities or loss covered under Insuring Agreement
A.
Loss resulting directly 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 in reliance on
any Written, Original Securities, where such loss results from the
fact that such Securities prove to:
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(1) |
be Counterfeit, but only to the extent that the
Counterfeit directly causes the loss, or
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(2) |
be lost or stolen, or
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(3) |
contain a Forgery or Alteration, but only to the
extent the Forgery or Alteration directly causes the loss,
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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.
This Insuring Agreement F does not cover loss covered under
Insuring Agreement A.
Actual physical possession by the Insured or its authorized
representative of the Securities is a condition precedent to the
Insured having relied upon the Securities.
Loss resulting directly from the receipt by the Insured, in good
faith of any Counterfeit Currency.
This Insuring Agreement G does not cover loss covered under
Insuring Agreement A.
H. |
UNCOLLECTIBLE ITEMS OF DEPOSIT
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Loss resulting directly from the payment of dividends, issuance of
Fund shares or redemptions or exchanges permitted from an account
with the Fund as a consequence of
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(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
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(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;
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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
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Loss resulting directly from a Phone/Electronic Transaction, where
the request for such Phone/Electronic Transaction:
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(1) |
is transmitted to the Insured or its agents by voice
over the telephone or by Electronic Transmission; and
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(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
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(3) |
is unauthorized or fraudulent and is made with the
manifest intent to deceive;
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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:
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(1) |
the failure to pay for shares attempted to be
purchased; or
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(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
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(3) |
any redemption of shares issued by an Investment
Company where the proceeds of such redemption were requested
(i) to be paid or made payable to other than an Authorized
Recipient or an Authorized Bank Account or (ii) to be sent to
other than an Authorized Address;
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(4) |
the intentional failure to adhere to one or more
Phone/Electronic Transaction Security Procedures; or
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(5) |
a Phone/Electronic Transaction request transmitted by
electronic mail or transmitted by any method not subject to the
Phone/Electronic Transaction Security Procedures; or
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(6) |
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.
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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
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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.
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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.
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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
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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:
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1. |
an Employee admits to having committed or is
adjudicated to have committed a Dishonest or Fraudulent Act which
caused the loss; or
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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
which caused the loss.
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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.
This Bond shall be interpreted with due regard to the purpose of
fidelity bonding under Rule 17g-1 under 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 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.
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B. |
“Application” means the Insured’s application
(and any attachments and materials submitted in connection
therewith) furnished to the Underwriter for this Bond.
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C. |
“Authorized Address” means (1) any
Officially Designated address to which redemption proceeds may be
sent, (2) any address designated in writing (not to include
Electronic Transmission) by the Shareholder of Record and received
by the Insured at least one (1) day prior to the effective
date of such designation, or (3) any address designated by
voice over the telephone or by Electronic Transmission by the
Shareholder of Record at least 15 days prior to the effective date
of such designation.
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D. |
“Authorized Bank Account” means any Officially
Designated bank account to which redemption proceeds may be
sent.
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E. |
“Authorized Recipient” means (1) the
Shareholder of Record, or (2) any other Officially Designated
person to whom redemption proceeds may be sent.
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F. |
“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.
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G. |
“Counterfeit” means a Written imitation of an
actual valid Original which is intended to deceive and to be taken
as the Original.
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H. |
“Cryptocurrency” means a digital or electronic
medium of exchange, operating independently of a central bank, in
which encryption techniques are used to regulate generation of
units and to verify transfer of units from one person to
another.
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I. |
“Currency” means a medium of exchange in
current use authorized or adopted by a domestic or foreign
government as part of its official currency.
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J. |
“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.
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K. |
“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.
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L. |
“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 an
improper financial benefit for the perpetrator or any other person
or entity. A Dishonest or Fraudulent Act does not mean or include a
reckless act, a negligent act, or a grossly negligent act. As used
in this definition, “improper financial benefit” does not include
any employee benefits received in the course of employment,
including salaries, commissions, fees, bonuses, promotions, awards,
profit sharing or pensions.
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M. |
“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.
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(1) |
each officer, director, trustee, partner or employee
of the Insured, and
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(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
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(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
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(4) |
each student who is an authorized intern of the
Insured, while in any of the Insured’s offices, and
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(5) |
each officer, director, trustee, partner or employee
of
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(a) |
an investment adviser,
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(b) |
an underwriter (distributor),
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(c) |
a transfer agent or shareholder accounting
recordkeeper, or
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(d) |
an administrator authorized by written agreement to
keep financial and/or other required records,
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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 an 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
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(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
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(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
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(8) |
each officer, partner or employee of
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(a) |
any Depository or Exchange,
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(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
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(c) |
any recognized service company which provides clerks
or other personnel to any Depository or Exchange on a contract
basis,
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while such officer, partner or employee is performing services for
any Depository in the operation of systems for the central handling
of securities, and
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(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).
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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).
O. |
“Exchange” means any national securities
exchange registered under the Securities Exchange Act of 1934.
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P. |
“Forgery” means the physical signing on a
document of the name of another person 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.
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Q. |
“Items of Deposit” means one or more checks or
drafts.
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R. |
“Investment Company” or “Fund” means an
investment company registered under the Investment Company Act of
1940.
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S. |
“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.
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T. |
“Mysterious Disappearance” means any
disappearance of Property which, after a reasonable investigation
has been conducted, cannot be explained.
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U. |
“Non-Fund” means any corporation,
business trust, partnership, trust or other entity which is not an
Investment Company.
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V. |
“Officially Designated” means designated by the
Shareholder of Record:
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(1) |
in the initial account application,
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(2) |
in writing accompanied by a signature guarantee,
or
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(3) |
in writing or by Electronic Transmission, where such
designation is verified via a callback to the Shareholder of Record
by the Insured at a predetermined telephone number provided by the
Shareholder of Record to the Insured in writing at least 30 days
prior to such callback.
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W. |
“Original” means the first rendering or
archetype and does not include photocopies or electronic
transmissions even if received and printed.
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X. |
“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.
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Y. |
“Phone/Electronic Transaction Security
Procedures” means security procedures for Phone/Electronic
Transactions as set forth in the Application and/or as otherwise
provided in writing to the Underwriter.
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Z. |
“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.
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AA. |
“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 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.
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BB. |
“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.
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CC. |
“Self-Regulatory Organization” means any
association of investment advisers or securities dealers registered
under the federal securities laws, or any Exchange.
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DD. |
“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 and/or as otherwise
provided in writing to the Underwriter.
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|
(1) |
all loss caused by any one act (other than a Dishonest
or Fraudulent Act) committed by one person, or
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|
(2) |
all loss caused by Dishonest or Fraudulent Acts
committed by one person, or
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|
(3) |
all expenses incurred with respect to any one audit or
examination, or
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|
(4) |
all loss caused by any one occurrence or event other
than those specified in subsections (1) through (3) above.
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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) and (2)
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.
FF. |
“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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GG. |
“Written” means expressed through letters or
marks placed upon paper and visible to the eye.
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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 procured in good faith or through a
Dishonest or Fraudulent Act, unless such loss is otherwise covered
under Insuring Agreement A, E, or F.
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E. |
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 a
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 kidnap, ransom, or
extortion, or 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,
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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
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. |
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 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.
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P. |
Loss resulting from any Dishonest or Fraudulent Act or
committed by an Employee as defined in Section 1.N(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. |
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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R. |
Loss resulting from the theft, disappearance,
destruction, disclosure, or unauthorized use of confidential or
personal information (including, but not limited to, trade secrets,
personal shareholder or client information, shareholder or client
lists, personally identifiable financial or medical information,
intellectual property, or any other type of non-public information), whether such
information is owned by the Insured or held by the Insured in any
capacity (including concurrently with another person); provided,
however, this exclusion shall not apply to loss arising out of the
use of such information to support or facilitate the commission of
an act otherwise covered by this Bond.
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S. |
All costs, fees, and other expenses arising from a
data security breach or incident, including, but not limited to,
forensic audit expenses, fines, penalties, expenses to comply with
federal and state laws and expenses related to notifying affected
individuals.
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T. |
Loss resulting from vandalism or malicious
mischief.
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U. |
Loss resulting from the theft, disappearance, or
destruction of Cryptocurrency or from the change in value of
Cryptocurrency, unless such loss (1) is sustained by any
investment company registered under the Investment Company Act of
1940 that is named as an Insured and (2) 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.
Assignment of any rights or claims under this Bond shall not bind
the Underwriter without the Underwriter’s written consent.
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 of any loss covered hereunder, 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.
The Insured shall provide the Underwriter with such information,
assistance, and cooperation as the Underwriter may reasonably
request.
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.
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.
Notice hereunder shall be given to Manager, Professional Liability
Claims, ICI Mutual Insurance Company, RRG, 1401 H St. NW,
Washington, DC 20005, with an electronic copy to
LegalSupport@icimutual.com.
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
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(2) |
receives notice of an actual or potential claim by a
third party which alleges that the Insured is liable under
circumstances,
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which would cause a reasonable person to assume that a loss of a
type covered by this Bond has been or is likely to be incurred,
regardless of when the act or acts causing or contributing to such
loss occurred, even though the exact amount or details of the 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
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(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.
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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.
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 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 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.
Upon the detection by any Insured that an Employee has committed
any Dishonest or Fraudulent Act(s), 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). 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).
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).
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.
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:
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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,
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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,
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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,
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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,
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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
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F. |
each named Insured shall constitute “the Insured” for
all purposes of this Bond.
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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:
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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
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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
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C. |
the total number of outstanding voting securities.
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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.
SECTION 19. COMPLIANCE WITH APPLICABLE TRADE AND ECONOMIC
SANCTIONS
This Bond shall not be deemed to provide any coverage, and the
Underwriter shall not be required to pay any loss or provide any
benefit hereunder, to the extent that the provision of such
coverage, payment of such loss or provision of such benefit would
cause the Underwriter to be in violation of any applicable trade or
economic sanctions, laws or regulations, including, but not limited
to, any sanctions, laws or regulations administered and enforced by
the U.S. Department of Treasury Office of Foreign Assets Control
(OFAC).
SECTION 20. ANTI-BUNDLING
If any Insuring Agreement requires that an enumerated type of
document be Counterfeit, or contain a Forgery or Alteration, the
Counterfeit, Forgery, or Alteration must be on or of the enumerated
document itself, not on or of some other document submitted with,
accompanying or incorporated by reference into the enumerated
document.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be
executed on the Declarations Page.
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
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04704122B |
EFFECTIVE
DATE |
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BOND
PERIOD |
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AUTHORIZED
REPRESENTATIVE |
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December 15, 2022 |
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December 15, 2022 to December 15, 2023 |
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/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:
Highland Income Fund
NexPoint Asset Management, L.P.
NexPoint Advisors, L.P.
NexPoint Capital, Inc.
NexPoint Real Estate Strategies Fund
Highland Global Allocation Fund
NexPointFunds I, a series fund consisting of:
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• |
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Highland/iBoxx Senior Loan ETF
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• |
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NexPoint Event Driven Fund
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• |
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NexPoint Merger Arbitrage Fund
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NexPoint Funds II, a series fund consisting of:
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• |
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NexPoint Climate Tech Fund
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Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0001.0-00 (01/02)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
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04704122B |
EFFECTIVE
DATE |
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BOND
PERIOD |
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AUTHORIZED
REPRESENTATIVE |
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December 15, 2022 |
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December 15, 2022 to December 15, 2023 |
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/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
Insured”) or any Employee of a Non-Fund Insured, except loss,
otherwise covered by the terms of this Bond, resulting from or in
connection with (1) services rendered by a Non-Fund Insured to an Insured Fund, or
to shareholders of such Insured Fund in connection with the
issuance, transfer, or redemption of their Fund shares, or
(2) in the case of a Non-Fund Insured substantially all of
whose business is rendering the services described in
(1) above, the general business, activities or operations of
such Non-Fund Insured,
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 Insured, Insuring
Agreements C and D only cover loss of Property which a Non-Fund Insured uses or holds, or in
which a Non-Fund Insured
has an interest, in each case wholly or partially in connection
with the rendering of services by a Non-Fund Insured 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.
RN0003.0-02 (07/20)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
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04704122B |
EFFECTIVE
DATE |
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BOND
PERIOD |
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AUTHORIZED
REPRESENTATIVE |
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December 15, 2022 |
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December 15, 2022 to December 15, 2023 |
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/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:
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.
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1. |
Definitions. The following terms used in this
Insuring Agreement shall have the following meanings:
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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.
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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:
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(1) |
is committed by any Unauthorized Third Party anywhere,
alone or in collusion with other Unauthorized Third Parties;
and
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(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
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(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.
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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.
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d. |
“Covered Computer System” means any Computer System as
to which the Insured has possession, custody and control.
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e. |
“Unauthorized Third Party” means any person or entity
that, at the time of the Computer Fraud, is not an Authorized
User.
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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.
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2. |
Exclusions. It is further understood and agreed
that this Insuring Agreement J shall not cover:
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a. |
Any loss covered under Insuring Agreement A,
“Fidelity,” of this Bond; and
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b. |
Any loss resulting from the intentional failure to
adhere to one or more Computer Security Procedures; and
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c. |
Any loss resulting from a Computer Fraud committed by
or in collusion with:
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(1) |
any Authorized User (whether a natural person or an
entity); or
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(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
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(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;
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and
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d. |
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
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e. |
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
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f. |
Any loss not directly and proximately caused by
Computer Fraud (including, without limitation, disruption of
business and extra expense); and
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g. |
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.
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For purposes of this Insuring Agreement, “Single Loss,” as defined
in Section 1.EE 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.O of this
Bond.
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
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(b) |
immediately by written notice from the Insured to the
Underwriter.
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Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0019.0-04 (07/18)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
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04704122B |
EFFECTIVE
DATE |
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BOND
PERIOD |
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AUTHORIZED
REPRESENTATIVE |
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December 15, 2022 |
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December 15, 2022 to December 15, 2023 |
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/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 $50,000 or less
payable by check to the Shareholder of Record and sent to an
Authorized Address; or
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(2) |
letter requesting redemption of $50,000 or less by
wire transfer to the Shareholder of Record of an Authorized Bank
Account; or
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(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 $50,000 or less from such DRA to a
trustee or custodian for another DRA established for the benefit of
such Owner;
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provided, that the Limit of Liability for a Single Loss as
described above shall be $50,000 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 $50,000; 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:
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(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.
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(B) |
“Owner” means the individual for whose benefit the
DRA, or a subaccount thereof, is established.
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Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0027.0-02 (07/18)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
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04704122B |
EFFECTIVE
DATE |
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BOND
PERIOD |
|
AUTHORIZED
REPRESENTATIVE |
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December 15, 2022 |
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December 15, 2022 to December 15, 2023 |
|
/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
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(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),
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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
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|
(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.
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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.
RN0030.0-01 (01/02)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
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04704122B |
EFFECTIVE
DATE |
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BOND
PERIOD |
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AUTHORIZED
REPRESENTATIVE |
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December 15, 2022 |
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December 15, 2022 to December 15, 2023 |
|
/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 may be
partially reimbursed by the United States Government 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” may be partially reimbursed by
the United Sates government under a formula established by the Act.
Under this formula, the United States government would generally
reimburse ICI Mutual for the Federal Share of Compensation of ICI
Mutual’s “insured losses” in excess of ICI Mutual’s
“insurer deductible” until total “insured losses” of
all participating insurers reach $100 billion (the “Cap on
Annual Liability”). If total “insured losses” of all
property and casualty insurers reach the Cap on Annual Liability in
any one calendar year, the Act limits U.S. Government reimbursement
and 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%) and does not include any charges for the
portion of loss that may be covered by the U.S. Government under
the Act
As used herein, “Federal Share of Compensation” shall mean 80%
beginning on January 1, 2020.
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0053.1-01 (05/21)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
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04704122B |
EFFECTIVE
DATE |
|
BOND
PERIOD |
|
AUTHORIZED
REPRESENTATIVE |
|
|
|
December 15, 2022 |
|
December 15, 2022 to December 15, 2023 |
|
/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:
|
(a) |
a Phone/Electronic Redemption requested to be paid or
made payable by check to the Shareholder of Record and sent to an
Authorized Address; or
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|
(b) |
a Phone/Electronic Redemption requested to be paid or
made payable by wire transfer to the Shareholder of Record at an
Authorized Bank Account,
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provided, that the Limit of Liability for a Single Loss as
described in (a) or (b) above shall be the lesser of 80% of
such loss or $40,000 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 $40,000; in such case the Phone/Electronic
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) through an automated telephone tone or voice response
system, (c) by Telefacsimile, or (d) by transmission over
the Internet.
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0039.0-02 (06/18)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
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INSURED |
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BOND
NUMBER |
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NexPoint Funds I |
|
|
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04704122B |
EFFECTIVE
DATE |
|
BOND
PERIOD |
|
AUTHORIZED
REPRESENTATIVE |
|
|
|
December 15, 2022 |
|
December 15, 2022 to December 15, 2023 |
|
/S/
Swenitha Nalli |
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding the limit of liability
specified on the Declarations Page under Insuring Agreement A, if
an increase in bonding limits under Insuring Agreement A is
required pursuant to Rule 17g-1 of the Investment Company Act of
1940 (“Act”) due to an increase in assets of the Insured Funds
during the Bond Period, the minimum required increase in limits
under Insuring Agreement A shall take place automatically without
payment of additional premium for the remainder of the Bond Period,
provided that the total limit of liability under Insuring Agreement
A does not exceed $6,150,000. If the Act requires bonding limits
under Insuring Agreement A in excess of $6,150,000 then the
increase in limits shall not occur unless the Underwriter
accepts the increase by a Rider to this Bond.
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of the Bond.
RNM0008.0-00-704 (03/10)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 9
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INSURED |
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|
BOND
NUMBER |
|
|
|
NexPoint Funds I |
|
|
|
04704122B |
EFFECTIVE
DATE |
|
BOND
PERIOD |
|
AUTHORIZED
REPRESENTATIVE |
|
|
|
December 15, 2022 |
|
December 15, 2022 to December 15, 2023 |
|
/S/
Swenitha Nalli |
NEWLY CREATED INVESTMENT COMPANIES
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that, notwithstanding anything to the
contrary in General Agreement A of this Bond, Item 1 of the
Declarations shall include any Newly Created Investment Company,
provided that the Underwriter receives, at least annually, a report
that lists (1) all Newly Created Investment Companies created
over the preceding twelve months, and (2) the estimated net
assets of each Newly Created Investment Company as of the date of
the report.
For purposes of this Rider, “Newly Created Investment Company”
shall mean any Investment Company or series thereof
(notwithstanding that such Investment Company’s or series’
registration under the Investment Company Act of 1940 may not yet
be effective), which Investment Company or series (1) was not
yet created as of the inception of the Bond Period, and
(2) has (or upon registration will have) directors who are
identical to the directors of another Insured Fund (other than
another Newly Created Investment Company).
It is further understood and agreed that the title in this Rider is
included solely for convenience and shall not itself be deemed to
be a term or condition of coverage, or a description or
interpretation thereof.
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
RN0033.1-01 (07/21)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 10
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|
INSURED |
|
|
|
BOND
NUMBER |
|
|
|
NexPoint Funds I |
|
|
|
04704122B |
EFFECTIVE
DATE |
|
BOND
PERIOD |
|
AUTHORIZED
REPRESENTATIVE |
|
|
|
December 15, 2022 |
|
December 15, 2022 to December 15, 2023 |
|
/S/
Swenitha Nalli |
SOCIAL ENGINEERING FRAUD
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that this Bond is amended by adding an
additional Insuring Agreement M, as follows:
M. Social Engineering Fraud
Loss resulting directly from the Insured, in good faith,
transferring, paying, or delivering money from its own account as a
direct result of a Social Engineering Fraud;
PROVIDED, that the entity receiving such request generally
maintains and follows during the Bond Period all Social Engineering
Security Procedures.
The Limit of Liability for a Single Loss under this Insuring
Agreement M shall be the lesser of (a) 50% of the amount by
which such Single Loss exceeds the Deductible Amount or
(b) $1,000,000 (One Million Dollars), and the Insured shall
bear the remainder of any such Single Loss. The Deductible Amount
for this Insuring Agreement M is $50,000 (Fifty Thousand
Dollars).
Notwithstanding any other provision of this Bond, the aggregate
Limit of Liability under this Bond with respect to any and all loss
or losses under this Insuring Agreement M shall be $1,000,000 (One
Million Dollars) for the Bond Period, irrespective of the total
amount of such loss or losses.
This Insuring Agreement M does not cover loss covered under any
other Insuring Agreement of this Bond.
It is further understood and agreed that for purposes of this
rider:
|
1. |
“Communication” means an instruction that
(a) directs an Employee to transfer, pay, or deliver money
from the Insured’s own account, (b) contains a material
misrepresentation of fact, and (c) is relied upon by the
Employee, believing it to be true.
|
|
2. |
“Social Engineering Fraud” means the intentional
misleading of an Employee through the use of a Communication, where
such Communication:
|
|
(a) |
is transmitted to the Employee in writing, by voice
over the telephone, or by Electronic Transmission;
|
|
(b) |
is made by an individual who purports to be
(i) an Employee who is duly authorized by the Insured to
instruct another Employee to transfer, pay, or deliver money, or
(ii) an officer or employee of a Vendor who is duly authorized
by the Insured to instruct an Employee to transfer, pay, or deliver
money; and
|
|
(c) |
is unauthorized, dishonest or fraudulent and is made
with the manifest intent to deceive.
|
|
3. |
“Social Engineering Security Procedures” means
security procedures intended to prevent Social Engineering Fraud as
set forth in the Application and/or as otherwise provided in
writing to the Underwriter.
|
|
4. |
“Vendor” means any entity or individual that provides
goods or services to the Insured under a pre-existing, written agreement.
|
Except as above stated, nothing herein shall be held to alter,
waive, or extend any of the terms of this Bond.
RN0054.0-00 (07/18)
ICI MUTUAL INSURANCE COMPANY,
a Risk Retention Group
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 11
|
|
|
|
|
INSURED |
|
|
|
BOND
NUMBER |
|
|
|
NexPoint Funds I |
|
|
|
04704122B |
EFFECTIVE
DATE |
|
BOND
PERIOD |
|
AUTHORIZED
REPRESENTATIVE |
|
|
|
December 15, 2022 |
|
December 15, 2022 to December 15, 2023 |
|
/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 Online Redemption(s) or
Online Purchase(s) involving an aggregate amount in excess of Five
Hundred Thousand Dollars ($500,000) 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 Online Redemption(s) or Online Purchase(s):
|
(a) |
the Shareholder of Record verifies, by some method
other than an Electronic Transmission effected over the Internet,
that each such redemption or purchase has been authorized, and
|
|
(b) |
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
Online Transaction shall be Six Million Twenty-five Thousand
Dollars ($6,025,000) and the Deductible Amount applicable to any
such Single Loss is One Hundred Thousand Dollars ($100,000).
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 caused by Online Transactions shall be an
aggregate of Six Million Twenty-five Thousand Dollars ($6,025,000)
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:
“Online Purchase” means any purchase of shares issued by an
Investment Company, which purchase is requested through an
Electronic Transmission over the Internet.
“Online Redemption” means any redemption of shares issued by an
Investment Company, which redemption is requested through an
Electronic Transmission over the Internet.
“Online Transaction” means any Phone/Electronic Transaction
requested through an Electronic Transmission over the Internet.
Except as above stated, nothing herein shall be held to alter,
waive, or extend any of the terms of this Bond.
RN0038.0-02 (06/18)
AMENDED AGREEMENT AMONG INSUREDS
with respect to the
JOINT INSURED FIDELITY BOND
ICI Mutual Insurance Company, File No. 04704122B
(the “Fidelity Bond”)
AMENDED AGREEMENT, made as of January 10, 2023 among the
undersigned registered management investment companies and their
investment advisers (each an “Insured” and together, the
“Insureds”) pursuant to paragraph (f) of Rule 17g-1 promulgated under the Investment
Company Act of 1940, as amended (the “1940 Act”) relating to the
Fidelity Bond.
Each of the Insureds hereby agrees that in the event recovery is
received under the Fidelity Bond as a result of a loss sustained by
one or more of the Insureds that is a registered management
investment company, the registered management investment company
shall receive an equitable and proportionate share of the recovery,
but at least equal to the amount that it would have received had it
provided and maintained a single insured bond with minimum coverage
required by paragraph (d)(1) of Rule 17g-1 promulgated under the 1940 Act
(the “Rule”).
The Fidelity Bond coverage is in the amount of $6,025,000, which
represents adequate coverage as required under the Rule. Each of
the Insureds shall pay the share of premiums for the Fidelity Bond
as is represented by their proportionate share of the bond coverage
required based on assets as of September 30, 2022.
Highland Income Fund
Highland Global Allocation Fund
NexPoint Capital, Inc.
NexPoint Real Estate Strategies Fund
NexPoint Funds I (formerly Highland Funds I), on behalf of its
series
NexPoint Funds II (formerly Highland Funds II), on behalf of its
series
NexPoint Asset Management, L.P. (formerly
Highland Capital Management Fund Advisors, L.P.)
By: Strand Advisors XVI, Inc., its general partner
NexPoint Advisors, L.P.
By: NexPoint Advisors GP, LLC, its general partner
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By: |
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/s/ Frank Waterhouse
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By: |
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/s/ Frank Waterhouse
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Name: Frank Waterhouse |
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Name: Frank Waterhouse |
Title: Treasurer |
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Title: Treasurer |
NEXPOINT FUNDS
OFFICER’S CERTIFICATE
The undersigned, being the duly elected Treasurer of NexPoint Funds
I (formerly Highland Funds I) (“NFI”), NexPoint Funds II (formerly
Highland Funds II) (“NFII”), Highland Income Fund (“HFRO”),
Highland Global Allocation Fund (“GAF”), NexPoint Capital, Inc.
(“BDC”) and NexPoint Real Estate Strategies Fund (“NRESF”)
(together, the “Funds”), hereby certifies that the following votes,
in substantially the form below, were adopted by the Board of
Trustees and Board of Directors, as the case may be (collectively,
the “Board”) of the Funds (all Trustees/Directors voting) and
separately by a majority of the Board members who are not
“interested persons”, as such term is defined in the Investment
Company Act of 1940, as amended (the “1940 Act”) of the Funds (the
“Independent Trustees/Directors”) pursuant to written consent
obtained on January 10, 2023 (the “Board Meeting”), and that
such votes remain in full force and effect as of the date
hereof:
RESOLVED, that the Board, giving due
consideration to the value of the aggregate assets of the Funds,
the access to such assets, the type and terms of the arrangements
made for the custody and safekeeping of such assets, and the nature
of the securities in its portfolio, and the coverage against
larceny and embezzlement provided under the Joint Fidelity Bond in
the amount of $6,025,000, for a twelve-month period ending
December 15, 2023, hereby deems it to be adequate as to the
type and amount for the Funds and approves the Joint Fidelity Bond;
and further
RESOLVED, that the Board approves in
all respects an agreement, substantially in the form presented,
among the Funds and any other parties to the Joint Fidelity Bond,
providing that, in the event recovery is received under the Joint
Fidelity Bond as a result of a loss sustained by a Fund and one or
more other named insureds, the Fund shall receive an equitable and
proportionate share of the recovery, but at least equal to the
amount which it would have received had it maintained a single
insured bond with the minimum coverage required by paragraph (d)(1)
of Rule 17g-1 promulgated
under the 1940 Act; and further
RESOLVED, that the Board, after
consideration of all factors deemed relevant by the Board,
including, but limited to, (i) the number of other parties
named as insureds, (ii) the nature of the business activities
of such other parties, (iii) the amount of the Joint Fidelity
Bond, (iv) the amount of the premium for such Joint Fidelity
Bond, (v) the ratable allocation of the premium among all
parties named as insureds and (vi) the extent to which the
share of the premium allocated to each Fund is less than the
premium the Fund would have had to pay if it had provided and
maintained a single insured bond, approves the portion of the
premium for the Joint Fidelity Bond to be paid by each Fund; and
further
RESOLVED, that the officers of the
Funds be, and they hereby are, and each of them acting individually
hereby is, authorized, in the name and on behalf of the Funds, to
increase the amount of the Joint Fidelity Bond coverage from time
to time to ensure adequate coverage based upon the value of each
Fund’s assets and to enable the Funds to remain in compliance with
the 1940 Act and the rules promulgated thereunder; and further
RESOLVED, that the officers of the
Funds be, and they hereby are, and each of them acting individually
hereby is, authorized, in the name and on behalf of the Funds, to
execute and deliver such agreement in substantially the form
presented with such changes as the officer so acting may approve
with the advice of counsel to the Funds, the execution and delivery
thereof to be conclusive evidence of its authorization hereby; and
further
RESOLVED, that the officers of the
Funds be, and they hereby are, and each of them acting individually
hereby is, authorized, in the name and on behalf of the Funds, to
make any and all payments and to do any and all such further acts,
as they, or any of them, may determine to be necessary or desirable
and proper, with the advice of counsel, in connection with or in
furtherance of the foregoing resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of January,
2023.
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/s/ Frank Waterhouse
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Frank Waterhouse |
Treasurer, Principal Financial Officer and
Principal |
Accounting Officer |
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