Hyperion Brookfield Strategic Mortgage Income Fund, Inc.- (40-17G)
28 Agosto 2008 - 1:12PM
Edgar (US Regulatory)
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Chubb Group of
Insurance Companies
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DECLARATIONS
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FINANCIAL INSTITUTION
INVESTMENT
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15 Mountain View Road, Warren,
New Jersey 07059
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COMPANY ASSET PROTECTION
BOND
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NAME OF ASSURED (including its
Subsidiaries
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Bond Number:
82047607
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THE HYPERION BROOKFIELD TOTAL
RETURN FUND, INC.
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FEDERAL
INSURANCE COMPANY
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THREE WORLD FINANCIAL
CENTER
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Incorporated under the laws of
Indiana
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NEW YORK, NY
102811010
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a stock insurance company herein
called the COMPANY
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Capital Center, 251 North
Illinois, Suite 1100
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Indianapolis, IN
46204-1927
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ITEM
1.
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BOND
PERIOD:
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from
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12:01 a.m.
on
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July 30,
2008
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to
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12:01 a.m.
on
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July 30,
2009
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ITEM
2.
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LIMITS OF LIABILITY--DEDUCTIBLE
AMOUNTS:
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If “Not Covered” is inserted
below opposite any specified INSURING CLAUSE, such INSURING
CLAUSE
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and any other reference shall be
deemed to be deleted.
There
shall be no deductible applicable to any
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loss under
INSURING CLAUSE 1. sustained by any Investment
Company.
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DEDUCTIBLE
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INSURING
CLAUSE
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LIMIT OF
LIABILITY
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AMOUNT
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1.
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Employee
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$
2,625,000.
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$
25,000.
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2.
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On
Premises
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$
2,625,000.
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$
25,000.
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3.
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In Transit
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$
2,625,000.
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$
25,000.
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4.
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Forgery or
Alteration
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$
2,625,000.
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$
25,000.
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5.
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Extended
Forgery
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$
2,625,000.
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$
25,000.
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6.
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Counterfeit
Money
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$
2,625,000.
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$
25,000.
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7.
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Threats to
Person
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$
2,625,000.
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$
25,000.
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8.
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Computer
System
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$
2,625,000.
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$
25,000.
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9.
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Voice Initiated Funds Transfer
Instruction
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$
2,625,000.
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$
25,000.
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10.
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Uncollectible Items of
Deposit
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$ 50,000.
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$
5,000.
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11.
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Audit
Expense
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$ 50,000.
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$
5,000.
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ITEM
3.
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THE LIABILITY OF THE COMPANY IS
ALSO SUBJECT TO THE TERMS OF THE FOLLOWING
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ENDORSEMENTS EXECUTED
SIMULTANEOUSLY HEREWITH:
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1) Stop Payment Order or Refusal
to Pay Check, 2) Unauthorized Signature Endorsement, 3) New
York
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Amendatory, 4) Deleting
Valuation-Other Property, 5) Compliance w/ Trade Sanction Laws, 6) Amend
Name
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of Assured, 7)Revise Item 2
Endorsement
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IN
WITNESS WHEREOF, THE COMPANY
has caused this Bond to be signed
by its authorized officers, but it shall not be
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valid unless also signed by an
authorized representative of the Company.
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ICAP Bond (5-98) -
Federal
Form 17-02-1421
(Ed. 5-98)
Page 1 of
1
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The COMPANY, in consideration of
payment of the required premium, and in reliance
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on the APPLICATION and all other
statements made and information furnished to the
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COMPANY by the ASSURED, and
subject to the DECLARATIONS made a part of this
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Bond and to all other terms and
conditions of this Bond, agrees to pay the
ASSURED
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for:
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Insuring
Clauses
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Employee
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1.
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Loss resulting directly from
Larceny
or
Embezzlement
committed by
any
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Employee
, alone or in collusion with
others.
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On
Premises
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2.
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Loss of
Property
resulting directly
from robbery, burglary, false pretenses,
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common law or statutory larceny,
misplacement, mysterious unexplainable
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disappearance, damage,
destruction or removal, from the possession, custody
or
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control of the ASSURED, while
such
Property
is lodged or
deposited at premises
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located
anywhere.
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In
Transit
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3.
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Loss of
Property
resulting directly
from common law or statutory larceny,
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misplacement, mysterious
unexplainable disappearance, damage or
destruction,
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while the
Property
is in transit
anywhere:
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a.
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in an armored motor vehicle,
including loading and unloading thereof,
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b.
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in the custody of a natural
person acting as a messenger of the ASSURED,
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or
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c.
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in the custody of a
Transportation
Company
and being
transported in a
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conveyance other than an armored
motor vehicle provided, however, that
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covered
Property
transported in such
manner is limited to the following:
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(1)
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written
records,
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(2)
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securities issued in registered
form, which are not endorsed or are
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restrictively endorsed,
or
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(3)
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negotiable instruments not
payable to bearer, which are not endorsed
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or are restrictively
endorsed.
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Coverage under this INSURING
CLAUSE begins immediately on the receipt of
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such
Property
by the natural
person or
Transportation
Company
and
ends
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immediately on delivery to the
premises of the addressee or to any
representative
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of the addressee located
anywhere.
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ICAP Bond
(5-98)
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Form 17-02-1421 (Ed. 5-98)
Page
1 of 19
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Insuring
Clauses
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(continued)
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Forgery Or
Alteration
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4.
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Loss resulting directly
from:
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a.
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Forgery
on, or fraudulent
material alteration of, any bills of exchange,
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checks, drafts, acceptances,
certificates of deposits, promissory notes, due
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bills, money orders, orders upon
public treasuries, letters of credit, other
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written promises, orders or
directions to pay sums certain in money, or
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receipts for the withdrawal of
Property
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b.
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transferring, paying or
delivering any funds or other
Property
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establishing
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any credit or giving any value in
reliance on any written instructions, advices
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or applications directed to the
ASSURED authorizing or acknowledging the
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transfer, payment, delivery or
receipt of funds or other
Property
, which
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instructions, advices or
applications fraudulently purport to bear the
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handwritten signature of any
customer of the ASSURED, or shareholder or
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subscriber to shares of an
Investment
Company
, or of any
financial
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institution or
Employee
but which
instructions, advices or applications either
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bear a
Forgery
or have been
fraudulently materially altered without the
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knowledge and consent of such
customer, shareholder, subscriber, financial
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institution or
Employee
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excluding, however, under this
INSURING CLAUSE any loss covered under
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INSURING CLAUSE 5. of this Bond,
whether or not coverage for INSURING
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CLAUSE 5. is provided for in the
DECLARATIONS of this Bond.
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For the purpose of this INSURING
CLAUSE, a mechanically reproduced facsimile
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signature is treated the same as
a handwritten signature.
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Extended
Forgery
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5.
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Loss resulting directly from the
ASSURED having, in good faith, and in the
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ordinary course of business, for
its own account or the account of others in any
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capacity:
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a.
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acquired, accepted or received,
accepted or received, sold or delivered, or
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given value, extended credit or
assumed liability, in reliance on any original
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Securities,
documents or other written instruments
which
prove to:
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(1)
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bear a
Forgery
or a fraudulently
material alteration,
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(2)
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have been lost or stolen,
or
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(3)
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be
Counterfeit
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or
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b.
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guaranteed in writing or
witnessed any signatures on any transfer,
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assignment, bill of sale, power
of attorney, guarantee, endorsement or other
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obligation upon or in connection
with any
Securities,
documents or other
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written
instruments
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Actual physical possession, and
continued actual physical possession if taken as
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collateral,
of such
Securities,
documents or other written instruments
by
an
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Employee,
Custodian
, or a
Federal or State chartered deposit institution of
the
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ASSURED is a condition precedent
to the ASSURED having relied on such items.
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Release or return of such
collateral is an acknowledgment by the ASSURED that
it
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no longer relies on such
collateral.
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ICAP Bond
(5-98)
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Form 17-02-1421 (Ed.
5-98)
Page
2 of 19
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Insuring
Clauses
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Extended
Forgery
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For the purpose of this INSURING
CLAUSE, a mechanically reproduced facsimile
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(continued)
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signature is treated the same as
a handwritten signature.
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Counterfeit
Money
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6.
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Loss resulting directly from the
receipt by the ASSURED in good faith of any
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Counterfeit
money.
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Threats To
Person
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7.
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Loss resulting directly from
surrender of
Property
away from an office
of the
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ASSURED as a result of a threat
communicated to the ASSURED to do bodily
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harm to an
Employee
as defined in
Section 1.e. (1), (2) and (5), a
Relative
or
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invitee of such
Employee
, or a resident of the household
of such
Employee
, who
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is, or allegedly is, being held
captive provided, however, that prior to the
surrender
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of such
Property
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a.
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the
Employee
who receives the
threat has made a reasonable effort to
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notify an officer of the ASSURED
who is not involved in such threat, and
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b.
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the ASSURED has made a reasonable
effort to notify the Federal Bureau of
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Investigation and local law
enforcement authorities concerning such threat.
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It is agreed that for purposes of
this INSURING CLAUSE, any
Employee
of
the
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ASSURED, as set forth in the
preceding paragraph, shall be deemed to be an
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ASSURED hereunder, but only with
respect to the surrender of money, securities
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and other tangible personal
property in which such
Employee
has a legal
or
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equitable
interest.
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Computer
System
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8.
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Loss resulting directly from
fraudulent:
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a.
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entries of data into,
or
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b.
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changes of data elements or
programs within,
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a
Computer
System
, provided the
fraudulent entry or change causes:
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(1)
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funds or other property to be
transferred, paid or delivered,
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(2)
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an account of the ASSURED or of
its customer to be added, deleted,
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debited or credited,
or
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(3)
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an unauthorized account or a
fictitious account to be debited or
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credited.
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ICAP Bond
(5-98)
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Form 17-02-1421 (Ed.
5-98)
Page
3 of 19
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Insuring
Clauses
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(continued)
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Voice
Initiated Funds
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9.
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Loss
resulting directly from
Voice
Initiated Funds Transfer Instruction
directed
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Transfer
Instruction
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to the ASSURED authorizing the
transfer of dividends or redemption proceeds of
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Investment
Company
shares from
a
Customer's
account, provided
such
Voice
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Initiated
Funds Transfer Instruction
was:
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a.
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received at the ASSURED'S offices
by those
Employees
of the
ASSURED
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specifically authorized to
receive the
Voice
Initiated Funds Transfer
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Instruction
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b.
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made by a person purporting to be
a
Customer
, and
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c.
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made by said person for the
purpose of causing the ASSURED or
Customer
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to sustain a loss or making an
improper personal financial gain for such
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person or any other
person.
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In order for coverage to apply
under this INSURING CLAUSE, all
Voice
Initiated
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Funds
Transfer Instructions
must be received and processed in
accordance with
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the Designated Procedures
outlined in the APPLICATION furnished to the
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COMPANY.
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Uncollectible
Items of
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10.
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Loss resulting directly from the
ASSURED having credited an account of a
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Deposit
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customer, shareholder or
subscriber on the faith of any
Items
of Deposit
which
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prove to be uncollectible,
provided that the crediting of such account
causes:
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a.
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redemptions or withdrawals to be
permitted,
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b.
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shares to be issued,
or
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c.
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dividends to be
paid,
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from an account of an
Investment
Company
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In order for coverage to apply
under this INSURING CLAUSE, the ASSURED
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must hold
Items
of Deposit
for the
minimum number of days stated in the
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APPLICATION before permitting any
redemptions or withdrawals, issuing any
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shares or paying any dividends
with respect to such
Items
of Deposit
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Items
of Deposit
shall not
be deemed uncollectible until the ASSURED'S
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standard collection procedures
have failed.
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Audit
Expense
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11.
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Expense incurred by the ASSURED
for that part of the cost of audits or
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examinations required by any
governmental regulatory authority or
self-regulatory
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organization to be conducted by
such authority, organization or their appointee
by
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reason of the discovery of loss
sustained by the ASSURED and covered by this
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Bond.
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ICAP Bond
(5-98)
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Form 17-02-1421 (Ed.
5-98)
Page
4 of 19
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General
Agreements
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Additional
Companies
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A.
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If more than one corporation, or
Investment
Company
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combination of
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Included As
Assured
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them is included as the ASSURED
herein:
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(1)
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The total liability of the
COMPANY under this Bond for loss or losses
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sustained by any one or more or
all of them shall not exceed the limit for
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which the COMPANY would be liable
under this Bond if all such loss were
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sustained by any one of
them.
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(2)
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Only the first named ASSURED
shall be deemed to be the sole agent of the
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others for all purposes under
this Bond, including but not limited to the
giving
|
|
|
|
|
|
|
or receiving of any notice or
proof required to be given and for the purpose
of
|
|
|
|
|
|
|
effecting or accepting any
amendments to or termination of this Bond. The
|
|
|
|
|
|
|
COMPANY shall furnish each
Investment
Company
with a copy
of the
|
|
|
|
|
|
|
Bond and with any amendment
thereto, together with a copy of each formal
|
|
|
|
|
|
|
filing of claim by any other
named ASSURED and notification of the terms of
|
|
|
|
|
|
|
the settlement of each such claim
prior to the execution of such settlement.
|
|
|
|
|
|
(3)
|
|
The COMPANY shall not be
responsible for the proper application of any
|
|
|
|
|
|
|
payment made hereunder to the
first named ASSURED.
|
|
|
|
|
|
(4)
|
|
Knowledge possessed or discovery
made by any partner, director, trustee,
|
|
|
|
|
|
|
officer or supervisory employee
of any ASSURED shall constitute knowledge
|
|
|
|
|
|
|
or discovery by all the ASSUREDS
for the purposes of this Bond.
|
|
|
|
|
|
(5)
|
|
If the first named ASSURED ceases
for any reason to be covered under this
|
|
|
|
|
|
|
Bond, then the ASSURED next named
on the APPLICATION shall thereafter
|
|
|
|
|
|
|
be considered as the first named
ASSURED for the purposes of this Bond.
|
|
|
Representation
Made By
|
|
B.
|
|
The ASSURED represents that all
information it has furnished in the
|
Assured
|
|
|
|
APPLICATION for this Bond or
otherwise is complete, true and correct. Such
|
|
|
|
|
APPLICATION and other information
constitute part of this Bond.
|
|
|
|
|
|
The ASSURED must promptly notify
the COMPANY of any change in any fact or
|
|
|
|
|
circumstance which materially
affects the risk assumed by the COMPANY under
|
|
|
|
|
this
Bond.
|
|
|
|
|
|
Any intentional
misrepresentation, omission, concealment or incorrect statement
of
|
|
|
|
|
a material fact, in the
APPLICATION or otherwise, shall be grounds for recision
of
|
|
|
|
|
this
Bond.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
5 of 19
|
General
Agreements
|
|
|
|
|
|
|
(continued)
|
|
|
|
|
|
|
|
|
Additional
Offices Or
|
|
C.
|
|
If the ASSURED, other than an
Investment
Company
, while this
Bond is in force,
|
Employees -
Consolidation,
|
|
|
|
merges or consolidates with, or
purchases or acquires assets or liabilities of
|
Merger Or
Purchase Or
|
|
|
|
another institution, the ASSURED
shall not have the coverage afforded under this
|
Acquisition
Of Assets Or
|
|
|
|
Bond for loss which
has:
|
Liabilities -
Notice To
|
|
|
|
(1)
|
|
occurred or will occur on
premises, or
|
Company
|
|
|
|
|
|
|
|
|
|
|
(2)
|
|
been caused or will be caused by
an employee, or
|
|
|
|
|
(3)
|
|
arisen or will arise out of the
assets or liabilities,
|
|
|
|
|
of such institution, unless the
ASSURED:
|
|
|
|
|
a.
|
|
gives the COMPANY written notice
of the proposed consolidation, merger or
|
|
|
|
|
|
|
purchase or acquisition of assets
or liabilities prior to the proposed effective
|
|
|
|
|
|
|
date of such action,
and
|
|
|
|
|
b.
|
|
obtains the written consent of
the COMPANY to extend some or all of the
|
|
|
|
|
|
|
coverage provided by this Bond to
such additional exposure, and
|
|
|
|
|
c.
|
|
on obtaining such consent, pays
to the COMPANY an additional premium.
|
|
|
Change Of
Control -
|
|
D.
|
|
When the ASSURED learns of a
change in control (other than in an
Investment
|
Notice To
Company
|
|
|
|
Company
), as set forth in Section 2(a)
(9) of the Investment Company Act of
|
|
|
|
|
1940,
|
|
the ASSURED shall within sixty
(60) days give written notice to the
|
|
|
|
|
COMPANY setting
forth:
|
|
|
|
|
(1)
|
|
the names of the transferors and
transferees (or the names of the beneficial
|
|
|
|
|
|
|
owners if the voting securities
are registered in another name),
|
|
|
|
|
(2)
|
|
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
|
|
|
|
|
(3)
|
|
the total number of outstanding
voting securities.
|
|
|
|
|
Failure to give the required
notice shall result in termination of coverage for
any
|
|
|
|
|
loss involving a transferee, to
be effective on the date of such change in
control.
|
|
|
Court Costs
And
|
|
E.
|
|
The COMPANY will indemnify the
ASSURED for court costs and reasonable
|
Attorneys’
Fees
|
|
|
|
attorneys' fees incurred and paid
by the ASSURED in defense, whether or not
|
|
|
|
|
successful, whether or not fully
litigated on the merits and whether or not
settled,
|
|
|
|
|
of any claim, suit or legal
proceeding with respect to which the ASSURED
would
|
|
|
|
|
be entitled to recovery under
this Bond. However, with respect to INSURING
|
|
|
|
|
CLAUSE 1., this Section shall
only apply in the event that:
|
|
|
|
|
(1)
|
|
an
Employee
admits
to being guilty of
Larceny or
Embezzlement
,
|
|
|
|
|
(2)
|
|
an
Employee
is adjudicated to be
guilty of
Larceny
or Embezzlement
,
or
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
6 of 19
|
General
Agreements
|
|
|
|
|
|
|
Court Costs
And
|
|
(3)
|
|
in the absence of 1 or 2 above,
an arbitration panel agrees, after a review of
|
Attorneys’
Fees
|
|
|
|
an agreed statement of facts
between the COMPANY and the ASSURED,
|
(continued)
|
|
|
|
that an
Employee
would be found
guilty of
Larceny
or Embezzlement
if
|
|
|
|
|
such
Employee
were
prosecuted.
|
|
|
|
The ASSURED shall promptly give
notice to the COMPANY of any such suit or
|
|
|
legal proceeding and at the
request of the COMPANY shall furnish copies of
all
|
|
|
pleadings and pertinent papers to
the COMPANY. The COMPANY may, at its
|
|
|
sole option, elect to conduct the
defense of all or part of such legal proceeding.
|
|
|
The defense by the COMPANY shall
be in the name of the ASSURED through
|
|
|
attorneys selected by the
COMPANY. The ASSURED shall provide all
reasonable
|
|
|
information and assistance as
required by the COMPANY for such defense.
|
|
|
|
If the COMPANY declines to defend
the ASSURED, no settlement without the
|
|
|
prior written consent of the
COMPANY nor judgment against the ASSURED shall
|
|
|
determine the existence, extent
or amount of coverage under this Bond.
|
|
|
|
If the amount demanded in any
such suit or legal proceeding is within the
|
|
|
DEDUCTIBLE AMOUNT, if any, the
COMPANY shall have no liability for court
|
|
|
costs and attorney's fees
incurred in defending all or part of such suit or
legal
|
|
|
proceeding.
|
|
|
|
If the amount demanded in any
such suit or legal proceeding is in excess of
the
|
|
|
LIMIT OF LIABILITY stated in ITEM
2. of the DECLARATIONS for the applicable
|
|
|
INSURING CLAUSE, the COMPANY'S
liability for court costs and attorney's fees
|
|
|
incurred in defending all or part
of such suit or legal proceedings is limited to
the
|
|
|
proportion of such court costs
and attorney's fees incurred that the LIMIT OF
|
|
|
LIABILITY stated in ITEM 2. of
the DECLARATIONS for the applicable INSURING
|
|
|
CLAUSE bears to the total of the
amount demanded in such suit or legal
|
|
|
proceeding.
|
|
|
|
If the amount demanded is any
such suit or legal proceeding is in excess of
the
|
|
|
DEDUCTIBLE AMOUNT, if any, but
within the LIMIT OF LIABILITY stated in ITEM
|
|
|
2.
|
|
of the DECLARATIONS for the
applicable INSURING CLAUSE, the
|
|
|
COMPANY'S liability for court
costs and attorney's fees incurred in defending all
or
|
|
|
part of such suit or legal
proceedings shall be limited to the proportion of
such
|
|
|
court costs or attorney's fees
that the amount demanded that would be payable
|
|
|
under this Bond after application
of the DEDUCTIBLE AMOUNT, bears to the total
|
|
|
amount
demanded.
|
|
|
|
Amounts paid by the COMPANY for
court costs and attorneys' fees shall be in
|
|
|
addition to the LIMIT OF
LIABILITY stated in ITEM 2. of the
DECLARATIONS.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
7 of 19
|
Conditions
And
|
|
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
|
|
Definitions
|
|
1.
|
|
As used in this
Bond:
|
|
|
|
|
a.
|
|
Computer
System
means a
computer and all input, output, processing,
|
|
|
|
|
|
|
storage, off-line media
libraries, and communication facilities which
are
|
|
|
|
|
|
|
connected to the computer and
which are under the control and supervision
|
|
|
|
|
|
|
of the operating system(s) or
application(s) software used by the ASSURED.
|
|
|
|
|
|
b.
|
|
Counterfeit
means an imitation
of an actual valid original which is intended
|
|
|
|
|
|
|
to deceive and be taken as the
original.
|
|
|
|
|
|
c.
|
|
Custodian
means the
institution designated by an
Investment
Company
to
|
|
|
|
|
|
|
maintain possession and control
of its assets.
|
|
|
|
|
d.
|
|
Customer
means an individual,
corporate, partnership, trust customer,
|
|
|
|
|
|
|
shareholder or subscriber of an
Investment
Company
which has a
written
|
|
|
|
|
|
|
agreement with the ASSURED for
Voice
Initiated Funds Transfer
|
|
|
|
|
|
|
Instruction
.
|
|
|
|
|
|
e.
|
|
Employee
means:
|
|
|
|
|
|
|
|
(1)
|
|
an officer of the
ASSURED,
|
|
|
|
|
|
|
|
(2)
|
|
a natural person while in the
regular service of the ASSURED at any of
|
|
|
|
|
|
|
|
|
the ASSURED'S premises and
compensated directly by the ASSURED
|
|
|
|
|
|
|
|
|
through its payroll system and
subject to the United States Internal
|
|
|
|
|
|
|
|
|
Revenue Service Form W-2 or
equivalent income reporting plans of
|
|
|
|
|
|
|
|
|
other countries, and whom the
ASSURED has the right to control and
|
|
|
|
|
|
|
|
|
direct both as to the result to
be accomplished and details and means
|
|
|
|
|
|
|
|
|
by which such result is
accomplished in the performance of such
|
|
|
|
|
|
|
|
|
service,
|
|
|
|
|
|
|
|
(3)
|
|
a guest student pursuing studies
or performing duties in any of the
|
|
|
|
|
|
|
|
|
ASSURED'S
premises,
|
|
|
|
|
|
|
|
(4)
|
|
an attorney retained by the
ASSURED and an employee of such
|
|
|
|
|
|
|
|
|
attorney while either is
performing legal services for the ASSURED,
|
|
|
|
|
|
|
|
(5)
|
|
a natural person provided by an
employment contractor to perform
|
|
|
|
|
|
|
|
|
employee duties for the ASSURED
under the ASSURED'S supervision
|
|
|
|
|
|
|
|
|
at any of the ASSURED'S
premises,
|
|
|
|
|
|
|
|
(6)
|
|
an employee of an institution
merged or consolidated with the
|
|
|
|
|
|
|
|
|
ASSURED prior to the effective
date of this Bond,
|
|
|
|
|
|
|
|
(7)
|
|
a director or trustee of the
ASSURED, but only while performing acts
|
|
|
|
|
|
|
|
|
within the scope of the customary
and usual duties of any officer or
|
|
|
|
|
|
|
|
|
other employee of the ASSURED or
while acting as a member of any
|
|
|
|
|
|
|
|
|
committee duly elected or
appointed to examine or audit or have
|
|
|
|
|
|
|
|
|
custody of or access to
Property
of the ASSURED,
or
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
8 of 19
|
Conditions
And
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
Definitions
|
|
(8)
|
|
each natural person, partnership
or corporation authorized by written
|
(continued)
|
|
|
|
agreement with the ASSURED to
perform services as electronic data
|
|
|
|
|
processor of checks or other
accounting records related to such checks but
|
|
|
|
|
only while such person,
partnership or corporation is actually
performing
|
|
|
|
|
such services and
not:
|
|
|
|
|
|
a.
|
|
creating, preparing, modifying or
maintaining the ASSURED'S
|
|
|
|
|
|
|
computer software or programs,
or
|
|
|
|
|
|
b.
|
|
acting as transfer agent or in
any other agency capacity in issuing
|
|
|
|
|
|
|
checks, drafts or securities for
the ASSURED,
|
|
|
|
(9)
|
|
any partner, officer or employee
of an investment advisor, an underwriter
|
|
|
|
|
(distributor), a transfer agent
or shareholder accounting recordkeeper, or an
|
|
|
|
|
administrator, for an
Investment
Company
while
performing acts coming
|
|
|
|
|
within the scope of the customary
and usual duties of an officer or employee
|
|
|
|
|
of an
Investment
Company
or acting as
a member of any committee duly
|
|
|
|
|
elected or appointed to examine,
audit or have custody of or access to
|
|
|
|
|
Property
of
an Investment
Company
.
|
|
|
|
|
|
The term
Employee
shall not include
any partner, officer or employee of a
|
|
|
|
|
transfer agent, shareholder
accounting recordkeeper or administrator:
|
|
|
|
|
|
a.
|
|
which is not an "affiliated
person" (as defined in Section 2(a) of the
|
|
|
|
|
|
|
Investment Company Act of 1940)
of an
Investment
Company
or
of
|
|
|
|
|
|
|
the investment advisor or
underwriter (distributor) of such
Investment
|
|
|
|
|
|
|
Company
,
or
|
|
|
|
|
|
b.
|
|
which is a "bank" (as defined in
Section 2(a) of the Investment
|
|
|
|
|
|
|
Company Act of
1940).
|
|
|
|
|
|
|
This Bond does not afford
coverage in favor of the employers of
|
|
|
|
|
|
|
persons as set forth in e. (4),
(5) and (8) above, and upon payment to
|
|
|
|
|
|
|
the ASSURED by the COMPANY
resulting directly from
Larceny
or
|
|
|
|
|
|
|
Embezzlement
committed by any of
the partners, officers or
|
|
|
|
|
|
|
employees of such employers,
whether acting alone or in collusion with
|
|
|
|
|
|
|
others, an assignment of such of
the ASSURED'S rights and causes of
|
|
|
|
|
|
|
action as it may have against
such employers by reason of such acts
|
|
|
|
|
|
|
so committed shall, to the extent
of such payment, be given by the
|
|
|
|
|
|
|
ASSURED to the COMPANY, and the
ASSURED shall execute all
|
|
|
|
|
|
|
papers necessary to secure to the
COMPANY the rights provided for
|
|
|
|
|
|
|
herein.
|
|
|
|
|
|
Each employer of persons as set
forth in e.(4), (5) and (8) above and the
|
|
|
|
|
partners, officers and other
employees of such employers shall collectively
|
|
|
|
|
be deemed to be one person for
all the purposes of this Bond; excepting,
|
|
|
|
|
however, the fifth paragraph of
Section 13.
|
|
|
|
|
|
Independent contractors not
specified in e.(4), (5) or (8) above,
|
|
|
|
|
intermediaries, agents, brokers
or other representatives of the same general
|
|
|
|
|
character shall not be considered
Employees
.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
9 of 19
|
Conditions
And
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
Definitions
|
|
f.
|
|
Forgery
means the signing of
the name of another natural person with the
|
(continued)
|
|
|
|
intent to deceive but does not
mean a signature which consists in whole or in
|
|
|
|
|
part of one's own name, with or
without authority, in any capacity for any
|
|
|
|
|
purpose.
|
|
|
g.
|
|
Investment
Company
means any
investment company registered under the
|
|
|
|
|
Investment Company Act of 1940
and listed under the NAME OF ASSURED
|
|
|
|
|
on the
DECLARATIONS.
|
|
|
|
h.
|
|
Items
of Deposit
means one
or more checks or drafts drawn upon a
|
|
|
|
|
financial institution in the
United States of America.
|
|
|
i.
|
|
Larceny
or Embezzlement
means larceny or embezzlement as
defined in
|
|
|
|
|
Section 37 of the Investment
Company Act of 1940.
|
|
|
|
j.
|
|
Property
means money, revenue
and other stamps; securities; including any
|
|
|
|
|
note, stock, treasury stock,
bond, debenture, evidence of indebtedness,
|
|
|
|
|
certificate of deposit,
certificate of interest or participation in any
profit-
|
|
|
|
|
sharing agreement, collateral
trust certificate, preorganization certificate
or
|
|
|
|
|
subscription, transferable share,
investment contract, voting trust certificate,
|
|
|
|
|
certificate of deposit for a
security, fractional undivided interest in oil, gas,
or
|
|
|
|
|
other mineral rights, any
interest or instruments commonly known as a
|
|
|
|
|
security under the Investment
Company Act of 1940, any other certificate of
|
|
|
|
|
interest or participation in,
temporary or interim certificate for, receipt
for,
|
|
|
|
|
guarantee of, or warrant or right
to subscribe to or purchase any of the
|
|
|
|
|
foregoing; bills of exchange;
acceptances; checks; withdrawal orders; money
|
|
|
|
|
orders; travelers' letters of
credit; bills of lading; abstracts of title;
insurance
|
|
|
|
|
policies, deeds, mortgages on
real estate and/or upon chattels and interests
|
|
|
|
|
therein; assignments of such
policies, deeds or mortgages; other valuable
|
|
|
|
|
papers, including books of
accounts and other records used by the
|
|
|
|
|
ASSURED in the conduct of its
business (but excluding all electronic data
|
|
|
|
|
processing records); and, all
other instruments similar to or in the nature of
|
|
|
|
|
the foregoing in which the
ASSURED acquired an interest at the time of the
|
|
|
|
|
ASSURED'S consolidation or merger
with, or purchase of the principal
|
|
|
|
|
assets of, a predecessor or which
are held by the ASSURED for any
|
|
|
|
|
purpose or in any capacity and
whether so held gratuitously or not and
|
|
|
|
|
whether or not the ASSURED is
liable therefor.
|
|
|
|
k.
|
|
Relative
means the spouse of
an
Employee
or partner of the
ASSURED
|
|
|
|
|
and any unmarried child supported
wholly by, or living in the home of, such
|
|
|
|
|
Employee
or partner and being
related to them by blood, marriage or legal
|
|
|
|
|
guardianship.
|
|
|
l.
|
|
Securities,
documents or other written instruments
means
original
|
|
|
|
|
(including original counterparts)
negotiable or non-negotiable instruments, or
|
|
|
|
|
assignments thereof, which in and
of themselves represent an equitable
|
|
|
|
|
interest, ownership, or debt and
which are in the ordinary course of business
|
|
|
|
|
transferable by delivery of such
instruments with any necessary
|
|
|
|
|
endorsements or
assignments.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
10 of 19
|
Conditions
And
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
Definitions
|
|
|
|
m.
|
|
Subsidiary
means any
organization that, at the inception date of this
Bond,
|
(continued)
|
|
|
|
|
|
is named in the APPLICATION or is
created during the BOND PERIOD and
|
|
|
|
|
|
|
of which more than fifty percent
(50%) of the outstanding securities or voting
|
|
|
|
|
|
|
rights representing the present
right to vote for election of directors is owned
|
|
|
|
|
|
|
or controlled by the ASSURED
either directly or through one or more of its
|
|
|
|
|
|
|
subsidiaries.
|
|
|
|
|
|
n.
|
|
Transportation
Company
means any
organization which provides its own
|
|
|
|
|
|
|
or its leased vehicles for
transportation or which provides freight
forwarding
|
|
|
|
|
|
|
or air express
services.
|
|
|
|
|
o.
|
|
Voice
Initiated Election
means any election concerning
dividend options
|
|
|
|
|
|
|
available to
Investment
Company
shareholders
or subscribers which is
|
|
|
|
|
|
|
requested by voice over the
telephone.
|
|
|
|
|
|
p.
|
|
Voice
Initiated Redemption
means any redemption of shares
issued by an
|
|
|
|
|
|
|
Investment
Company
which is
requested by voice over the telephone.
|
|
|
|
|
|
q.
|
|
Voice
Initiated Funds Transfer Instruction
means
any
Voice
Initiated
|
|
|
|
|
|
|
Redemption
or
Voice
Initiated Election
.
|
|
|
|
|
|
For the purposes of these
definitions, the singular includes the plural and
the
|
|
|
|
|
plural includes the singular,
unless otherwise indicated.
|
|
|
General
Exclusions -
|
|
2.
|
|
This bond does
not directly or indirectly cover:
|
Applicable to
All Insuring
|
|
|
|
a.
|
|
loss not reported to the COMPANY
in writing within sixty (60) days after
|
Clauses
|
|
|
|
|
|
termination of this Bond as an
entirety;
|
|
|
|
|
|
b.
|
|
loss due to riot or civil
commotion outside the United States of America
and
|
|
|
|
|
|
|
Canada, or any loss due to
military, naval or usurped power, war or
|
|
|
|
|
|
|
insurrection. This Section 2.b.,
however, shall not apply to loss which occurs
|
|
|
|
|
|
|
in transit in the circumstances
recited in INSURING CLAUSE 3., provided
|
|
|
|
|
|
|
that when such transit was
initiated there was no knowledge on the part of
|
|
|
|
|
|
|
any person acting for the ASSURED
of such riot, civil commotion, military,
|
|
|
|
|
|
|
naval or usurped power, war or
insurrection;
|
|
|
|
|
|
c.
|
|
loss resulting from the effects
of nuclear fission or fusion or radioactivity;
|
|
|
|
|
|
d.
|
|
loss of potential income
including, but not limited to, interest and
dividends
|
|
|
|
|
|
|
not realized by the ASSURED or by
any customer of the ASSURED;
|
|
|
|
|
|
e.
|
|
damages of any type for which the
ASSURED is legally liable, except
|
|
|
|
|
|
|
compensatory damages, but not
multiples thereof, arising from a loss
|
|
|
|
|
|
|
covered under this
Bond;
|
|
|
|
|
|
f.
|
|
costs, fees and expenses incurred
by the ASSURED in establishing the
|
|
|
|
|
|
|
existence of or amount of loss
under this Bond, except to the extent covered
|
|
|
|
|
|
|
under INSURING CLAUSE
11.;
|
|
|
|
|
|
g.
|
|
loss resulting from indirect or
consequential loss of any
nature;
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
11 of 19
|
Conditions
And
|
|
|
|
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
|
|
|
|
General
Exclusions -
|
|
|
|
h.
|
|
loss resulting from dishonest
acts by any member of the Board of Directors
|
Applicable to
All Insuring
|
|
|
|
|
|
or Board of Trustees of the
ASSURED who is not an
Employee
,
acting
|
Clauses
|
|
|
|
|
|
alone or in collusion with
others;
|
(continued)
|
|
|
|
i.
|
|
loss, or that part of any loss,
resulting solely from any violation by the
|
|
|
|
|
|
|
ASSURED or by any
Employee
:
|
|
|
|
|
|
|
(1)
|
|
of any law
regulating:
|
|
|
|
|
|
|
|
|
a.
|
|
the issuance, purchase or sale of
securities,
|
|
|
|
|
|
|
|
|
b.
|
|
securities transactions on
security or commodity exchanges or
|
|
|
|
|
|
|
|
|
|
|
the over the counter
market,
|
|
|
|
|
|
|
|
|
c.
|
|
investment
companies,
|
|
|
|
|
|
|
|
|
d.
|
|
investment advisors,
or
|
|
|
|
|
|
|
(2)
|
|
of any rule or regulation made
pursuant to any such law; or
|
|
|
|
|
j.
|
|
loss of confidential information,
material or data;
|
|
|
|
|
k.
|
|
loss resulting from voice
requests or instructions received over the
|
|
|
|
|
|
|
telephone, provided however, this
Section 2.k. shall not apply to INSURING
|
|
|
|
|
|
|
CLAUSE 7. or
9.
|
|
|
Specific
Exclusions -
|
|
3.
|
|
This Bond does
not directly or indirectly cover:
|
Applicable To
All Insuring
|
|
|
|
a.
|
|
loss caused by an
Employee
, provided, however, this Section
3.a. shall not
|
Clauses
Except Insuring
|
|
|
|
|
|
apply to loss covered under
INSURING CLAUSE 2. or 3. which results
|
Clause
1.
|
|
|
|
|
|
directly from misplacement,
mysterious unexplainable disappearance, or
|
|
|
|
|
|
|
damage or destruction of
Property
;
|
|
|
|
|
b.
|
|
loss through the surrender of
property away from premises of the ASSURED
|
|
|
|
|
|
|
as a result of a
threat:
|
|
|
|
|
|
|
(1)
|
|
to do bodily harm to any natural
person, except loss of
Property
in
|
|
|
|
|
|
|
|
|
transit in the custody of any
person acting as messenger of the
|
|
|
|
|
|
|
|
|
ASSURED, provided that when such
transit was initiated there was no
|
|
|
|
|
|
|
|
|
knowledge by the ASSURED of any
such threat, and provided further
|
|
|
|
|
|
|
|
|
that this Section 3.b. shall not
apply to INSURING CLAUSE 7., or
|
|
|
|
|
|
|
(2)
|
|
to do damage to the premises or
Property
of the
ASSURED;
|
|
|
|
|
c.
|
|
loss resulting from payments made
or withdrawals from any account
|
|
|
|
|
|
|
involving erroneous credits to
such account;
|
|
|
|
|
d.
|
|
loss involving
Items
of Deposit
which are
not finally paid for any reason
|
|
|
|
|
|
|
provided however, that this
Section 3.d. shall not apply to INSURING
|
|
|
|
|
|
|
CLAUSE
10.;
|
|
|
|
|
e.
|
|
loss of property while in the
mail;
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
12 of 19
|
Conditions
And
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specific
Exclusions -
|
|
|
|
f.
|
|
loss resulting from the failure
for any reason of a financial or depository
|
Applicable To
All Insuring
|
|
|
|
|
|
institution, its receiver or
other liquidator to pay or deliver funds or
other
|
Clauses
Except Insuring
|
|
|
|
|
|
Property
to the ASSURED
provided further that this Section 3.f. shall
not
|
Clause
1.
|
|
|
|
|
|
apply to loss of
Property
resulting directly
from robbery, burglary,
|
(continued)
|
|
|
|
|
|
misplacement,
|
|
mysterious
|
|
unexplainable
|
|
disappearance,
|
|
damage,
|
|
|
|
|
|
|
destruction or removal from the
possession, custody or control of the
|
|
|
|
|
|
|
ASSURED.
|
|
|
|
|
|
|
|
|
|
|
|
|
g.
|
|
loss of
Property
while in the custody
of a
Transportation
Company
,
|
|
|
|
|
|
|
provided however, that this
Section 3.g. shall not apply to INSURING
|
|
|
|
|
|
|
CLAUSE 3.;
|
|
|
|
|
|
|
|
|
|
|
|
|
h.
|
|
loss resulting from entries or
changes made by a natural person with
|
|
|
|
|
|
|
authorized access to a
Computer
System
who acts in
good faith on
|
|
|
|
|
|
|
instructions, unless such
instructions are given to that person by a
software
|
|
|
|
|
|
|
contractor or its partner,
officer, or employee authorized by the ASSURED
to
|
|
|
|
|
|
|
design, develop, prepare, supply,
service, write or implement programs for
|
|
|
|
|
|
|
the ASSURED's
Computer
System
;
or
|
|
|
|
|
|
|
|
|
i.
|
|
loss resulting directly or
indirectly from the input of data into a
Computer
|
|
|
|
|
|
|
System
terminal, either on
the premises of the customer of the ASSURED
|
|
|
|
|
|
|
or under the control of such a
customer, by a customer or other person who
|
|
|
|
|
|
|
had authorized access to the
customer's authentication mechanism.
|
|
|
Specific
Exclusions -
|
|
4.
|
|
This bond does
not directly or indirectly cover:
|
|
|
|
|
Applicable To
All Insuring
|
|
|
|
a.
|
|
loss resulting from the complete
or partial non-payment of or default on any
|
Clauses
Except Insuring
|
|
|
|
|
|
loan whether such loan was
procured in good faith or through trick,
artifice,
|
Clauses 1.,
4., And 5.
|
|
|
|
|
|
fraud or false pretenses;
provided, however, this Section 4.a. shall not
apply
|
|
|
|
|
|
|
to INSURING CLAUSE
8.;
|
|
|
|
|
|
|
|
|
|
|
b.
|
|
loss resulting from forgery or
any alteration;
|
|
|
|
|
|
|
|
|
c.
|
|
loss involving a counterfeit
provided, however, this Section 4.c. shall not
|
|
|
|
|
|
|
apply to INSURING CLAUSE 5. or
6.
|
|
|
|
|
|
|
Limit Of
Liability/Non-
|
|
5.
|
|
At all times prior to termination
of this Bond, this Bond shall continue in force
for
|
Reduction And
Non-
|
|
|
|
the limit stated in the
applicable sections of ITEM 2. of the
DECLARATIONS,
|
Accumulation
Of Liability
|
|
|
|
notwithstanding any previous loss
for which the COMPANY may have paid or be
|
|
|
|
|
liable to pay under this Bond
provided, however, that the liability of the
COMPANY
|
|
|
|
|
under this Bond with respect to
all loss resulting from:
|
|
|
|
|
|
|
a.
|
|
any one act of burglary, robbery
or hold-up, or attempt thereat, in which no
|
|
|
|
|
|
|
Employee
is concerned or
implicated, or
|
|
|
|
|
|
|
|
|
|
b.
|
|
any one unintentional or
negligent act on the part of any one person
|
|
|
|
|
|
|
resulting in damage to or
destruction or misplacement of
Property
, or
|
|
|
|
|
|
c.
|
|
all acts, other than those
specified in a. above, of any one person,
or
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
13 of 19
|
Conditions
And
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
Limit Of
Liability/Non-
|
|
|
|
d.
|
|
any one casualty or event other
than those specified in a., b., or c. above,
|
Reduction And
Non-
|
|
|
|
shall be deemed to be one loss
and shall be limited to the applicable LIMIT OF
|
Accumulation
Of Liability
|
|
|
|
LIABILITY stated in ITEM 2. of
the DECLARATIONS of this Bond irrespective of
|
(continued)
|
|
|
|
the total amount of such loss or
losses and shall not be cumulative in amounts
|
|
|
|
|
from year to year or from period
to period.
|
|
|
|
|
|
All acts, as specified in c.
above, of any one person which
|
|
|
|
|
|
i.
|
|
directly or indirectly aid in any
way wrongful acts of any other person or
|
|
|
|
|
|
|
persons,
or
|
|
|
|
|
|
ii.
|
|
permit the continuation of
wrongful acts of any other person or persons
|
|
|
|
|
|
whether such acts are committed
with or without the knowledge of the wrongful
|
|
|
|
|
acts of the person so aided, and
whether such acts are committed with or without
|
|
|
|
|
the intent to aid such other
person, shall be deemed to be one loss with the
|
|
|
|
|
wrongful acts of all persons so
aided.
|
|
|
Discovery
|
|
6.
|
|
This Bond applies only to loss
first discovered by an officer of the ASSURED
|
|
|
|
|
during the BOND PERIOD. Discovery
occurs at the earlier of an officer of the
|
|
|
|
|
ASSURED being aware
of:
|
|
|
|
|
|
a.
|
|
facts which may subsequently
result in a loss of a type covered by this Bond,
|
|
|
|
|
|
|
or
|
|
|
|
|
|
b.
|
|
an actual or potential claim in
which it is alleged that the ASSURED is liable
|
|
|
|
|
|
|
to a third
party,
|
|
|
|
|
|
regardless of when the act or
acts causing or contributing to such loss
occurred,
|
|
|
|
|
even though the amount of loss
does not exceed the applicable DEDUCTIBLE
|
|
|
|
|
AMOUNT, or the exact amount or
details of loss may not then be known.
|
|
|
Notice To
Company -
|
|
7.
|
|
a.
|
|
The ASSURED shall give the
COMPANY notice thereof at the earliest
|
Proof - Legal
Proceedings
|
|
|
|
|
|
practicable moment, not to exceed
sixty (60) days after discovery of loss, in
|
Against
Company
|
|
|
|
|
|
an amount that is in excess of
50% of the applicable DEDUCTIBLE
|
|
|
|
|
|
|
AMOUNT, as stated in ITEM 2. of
the DECLARATIONS.
|
|
|
|
|
|
b.
|
|
The ASSURED shall furnish to the
COMPANY proof of loss, duly sworn to,
|
|
|
|
|
|
|
with full particulars within six
(6) months after such discovery.
|
|
|
|
|
|
c.
|
|
Securities listed in a proof of
loss shall be identified by certificate or bond
|
|
|
|
|
|
|
numbers, if issued with
them.
|
|
|
|
|
|
d.
|
|
Legal proceedings for the
recovery of any loss under this Bond shall not
be
|
|
|
|
|
|
|
brought prior to the expiration
of sixty (60) days after the proof of loss is
filed
|
|
|
|
|
|
|
with the COMPANY or after the
expiration of twenty-four (24) months from
|
|
|
|
|
|
|
the discovery of such
loss.
|
|
|
|
|
e.
|
|
This Bond affords coverage only
in favor of the ASSURED. No claim, suit,
|
|
|
|
|
|
|
action or legal proceedings shall
be brought under this Bond by anyone
|
|
|
|
|
|
|
other than the
ASSURED.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
14 of 19
|
Conditions
And
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
Notice To
Company -
|
|
|
|
f.
|
|
Proof
of loss involving
Voice
Initiated Funds Transfer Instruction
shall
|
Proof - Legal
Proceedings
|
|
|
|
|
|
include electronic recordings of
such instructions.
|
Against
Company
|
|
|
|
|
|
|
(continued)
|
|
|
|
|
|
|
|
|
Deductible
Amount
|
|
8.
|
|
The COMPANY shall not be liable
under any INSURING CLAUSES of this Bond
|
|
|
|
|
on account of loss unless the
amount of such loss, after deducting the net
amount
|
|
|
|
|
of all reimbursement and/or
recovery obtained or made by the ASSURED, other
|
|
|
|
|
than from any Bond or policy of
insurance issued by an insurance company and
|
|
|
|
|
covering such loss, or by the
COMPANY on account thereof prior to payment by
|
|
|
|
|
the COMPANY of such loss, shall
exceed the DEDUCTIBLE AMOUNT set forth in
|
|
|
|
|
ITEM 3. of the DECLARATIONS, and
then for such excess only, but in no event
|
|
|
|
|
for more than the applicable
LIMITS OF LIABILITY stated in ITEM 2. of the
|
|
|
|
|
DECLARATIONS.
|
|
|
|
|
|
There shall be no deductible
applicable to any loss under INSURING CLAUSE 1.
|
|
|
|
|
sustained by any
Investment
Company
.
|
|
|
Valuation
|
|
9.
|
|
BOOKS OF
ACCOUNT OR OTHER RECORDS
|
|
|
|
|
The value of any loss of
Property
consisting of books
of account or other records
|
|
|
|
|
used by the ASSURED in the
conduct of its business shall be the amount paid
by
|
|
|
|
|
the ASSURED for blank books,
blank pages, or other materials which replace
the
|
|
|
|
|
lost books of account or other
records, plus the cost of labor paid by the
|
|
|
|
|
ASSURED for the actual
transcription or copying of data to reproduce such
books
|
|
|
|
|
of account or other
records.
|
|
|
|
|
|
The value of any loss of
Property
other than books of
account or other records
|
|
|
|
|
used by the ASSURED in the
conduct of its business, for which a claim is
made
|
|
|
|
|
shall be determined by the
average market value of such
Property
on
the
|
|
|
|
|
business day immediately
preceding discovery of such loss provided,
however,
|
|
|
|
|
that the value of any
Property
replaced by the
ASSURED with the consent of the
|
|
|
|
|
COMPANY and prior to the
settlement of any claim for such
Property
shall be
the
|
|
|
|
|
actual market value at the time
of replacement.
|
|
|
|
|
|
In the case of a loss of interim
certificates, warrants, rights or other securities,
the
|
|
|
|
|
production of which is necessary
to the exercise of subscription, conversion,
|
|
|
|
|
redemption or deposit privileges,
the value of them shall be the market value of
|
|
|
|
|
such privileges immediately
preceding their expiration if said loss is not
discovered
|
|
|
|
|
until after their expiration. If
no market price is quoted for such
Property
or
for
|
|
|
|
|
such privileges, the value shall
be fixed by agreement between the parties.
|
|
|
|
|
OTHER
PROPERTY
|
|
|
|
|
|
The value of any loss of
Property
, other than as stated above,
shall be the actual
|
|
|
|
|
cash value or the cost of
repairing or replacing such
Property
with
Property
of
|
|
|
|
|
like quality and value, whichever
is less.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
15 of 19
|
Conditions
And
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
(continued)
|
|
|
|
|
|
|
|
|
Securities
Settlement
|
|
10.
|
|
In the event of a loss of
securities covered under this Bond, the COMPANY
may,
|
|
|
|
|
at its sole discretion, purchase
replacement securities, tender the value of the
|
|
|
|
|
securities in money, or issue its
indemnity to effect replacement securities.
|
|
|
|
|
|
The indemnity required from the
ASSURED under the terms of this Section
|
|
|
|
|
against all loss, cost or expense
arising from the replacement of securities by
the
|
|
|
|
|
COMPANY'S indemnity shall
be:
|
|
|
|
|
|
a.
|
|
for securities having a value
less than or equal to the applicable
|
|
|
|
|
|
|
DEDUCTIBLE AMOUNT - one hundred
(100%) percent;
|
|
|
|
|
|
b.
|
|
for securities having a value in
excess of the DEDUCTIBLE AMOUNT but
|
|
|
|
|
|
|
within the applicable LIMIT OF
LIABILITY - the percentage that the
|
|
|
|
|
|
|
DEDUCTIBLE AMOUNT bears to the
value of the securities;
|
|
|
|
|
|
c.
|
|
for securities having a value
greater than the applicable LIMIT OF LIABILITY
|
|
|
|
|
|
|
- the percentage that the
DEDUCTIBLE AMOUNT and portion in excess of
|
|
|
|
|
|
|
the applicable LIMIT OF LIABILITY
bears to the value of the securities.
|
|
|
|
|
|
The value referred to in Section
10.a., b., and c. is the value in accordance
with
|
|
|
|
|
Section 9, VALUATION, regardless
of the value of such securities at the time the
|
|
|
|
|
loss under the COMPANY'S
indemnity is sustained.
|
|
|
|
|
|
The COMPANY is not required to
issue its indemnity for any portion of a loss of
|
|
|
|
|
securities which is not covered
by this Bond; however, the COMPANY may do so
|
|
|
|
|
as a courtesy to the ASSURED and
at its sole discretion.
|
|
|
|
|
The ASSURED shall pay the
proportion of the Company's premium charge for
the
|
|
|
|
|
Company's indemnity as set forth
in Section 10.a., b., and c. No portion of the
|
|
|
|
|
LIMIT OF LIABILITY shall be used
as payment of premium for any indemnity
|
|
|
|
|
purchased by the ASSURED to
obtain replacement securities.
|
|
|
Subrogation -
Assignment -
11.
|
|
In the event of a payment under
this Bond, the COMPANY shall be subrogated to
|
Recovery
|
|
|
|
all of the ASSURED'S rights of
recovery against any person or entity to the
extent
|
|
|
|
|
of such payment. On request, the
ASSURED shall deliver to the COMPANY an
|
|
|
|
|
assignment of the ASSURED'S
rights, title and interest and causes of action
|
|
|
|
|
against any person or entity to
the extent of such payment.
|
|
|
|
|
|
Recoveries, whether effected by
the COMPANY or by the ASSURED, shall be
|
|
|
|
|
applied net of the expense of
such recovery in the following order:
|
|
|
|
|
|
a.
|
|
first, to the satisfaction of the
ASSURED'S loss which would otherwise have
|
|
|
|
|
|
|
been paid but for the fact that
it is in excess of the applicable LIMIT OF
|
|
|
|
|
|
|
LIABILITY,
|
|
|
|
|
|
b.
|
|
second, to the COMPANY in
satisfaction of amounts paid in settlement of
|
|
|
|
|
|
|
the ASSURED'S
claim,
|
|
|
|
|
|
c.
|
|
third, to the ASSURED in
satisfaction of the applicable DEDUCTIBLE
|
|
|
|
|
|
|
AMOUNT,
and
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
16 of 19
|
Conditions
And
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
Subrogation -
Assignment -
|
|
|
|
d.
|
|
fourth, to the ASSURED in
satisfaction of any loss suffered by the
|
Recovery
|
|
|
|
|
|
ASSURED which was not covered
under this Bond.
|
(continued)
|
|
|
|
Recovery from reinsurance or
indemnity of the COMPANY shall not be deemed a
|
|
|
|
|
recovery under this
section.
|
|
|
Cooperation
Of Assured
|
|
12.
|
|
At the COMPANY'S request and at
reasonable times and places designated by
|
|
|
|
|
the COMPANY, the ASSURED
shall:
|
|
|
|
|
|
a.
|
|
submit to examination by the
COMPANY and subscribe to the same under
|
|
|
|
|
|
|
oath,
|
|
|
|
|
|
b.
|
|
produce for the COMPANY'S
examination all pertinent records, and
|
|
|
|
|
|
c.
|
|
cooperate with the COMPANY in all
matters pertaining to the loss.
|
|
|
|
|
|
The ASSURED shall execute all
papers and render assistance to secure to the
|
|
|
|
|
COMPANY the rights and causes of
action provided for under this Bond. The
|
|
|
|
|
ASSURED shall do nothing after
loss to prejudice such rights or causes of
action.
|
|
|
Termination
|
|
13.
|
|
If the Bond is for a sole
ASSURED, it shall not be terminated unless written
notice
|
|
|
|
|
shall have been given by the
acting party to the affected party and to the
|
|
|
|
|
Securities and Exchange
Commission, Washington, D.C., not less than sixty
(60)
|
|
|
|
|
days prior to the effective date
of such termination.
|
|
|
|
|
If the Bond is for a joint
ASSURED, it shall not be terminated unless written
notice
|
|
|
|
|
shall have been given by the
acting party to the affected party, and by the
|
|
|
|
|
COMPANY to all ASSURED
Investment
Companies
and to the
Securities and
|
|
|
|
|
Exchange Commission, Washington,
D.C., not less than sixty (60) days prior to
|
|
|
|
|
the effective date of such
termination.
|
|
|
|
|
This Bond will terminate as to
any one ASSURED, other than an
Investment
|
|
|
|
|
Company
:
|
|
|
|
|
|
a.
|
|
immediately on the taking over of
such ASSURED by a receiver or other
|
|
|
|
|
|
|
liquidator or by State or Federal
officials, or
|
|
|
|
|
|
b.
|
|
immediately on the filing of a
petition under any State or Federal statute
|
|
|
|
|
|
|
relative to bankruptcy or
reorganization of the ASSURED, or assignment for
|
|
|
|
|
|
|
the benefit of creditors of the
ASSURED, or
|
|
|
|
|
|
c.
|
|
immediately upon such ASSURED
ceasing to exist, whether through merger
|
|
|
|
|
|
|
into another entity, disposition
of all of its assets or otherwise.
|
|
|
|
|
|
The COMPANY shall refund the
unearned premium computed at short rates in
|
|
|
|
|
accordance with the standard
short rate cancellation tables if terminated by
the
|
|
|
|
|
ASSURED or pro rata if terminated
for any other reason.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
17 of 19
|
Conditions
And
|
|
|
|
|
|
|
Limitations
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
If any partner, director,
trustee, or officer or supervisory employee of
an
|
(continued)
|
|
|
|
ASSURED not acting in collusion
with an
Employee
learns of any
dishonest act
|
|
|
|
|
committed by such
Employee
at any time, whether
in the employment of the
|
|
|
|
|
ASSURED or otherwise, whether or
not such act is of the type covered under this
|
|
|
|
|
Bond, and whether against the
ASSURED or any other person or entity, the
|
|
|
|
|
ASSURED:
|
|
|
|
|
|
a.
|
|
shall immediately remove such
Employee
from a position that
would enable
|
|
|
|
|
|
|
such
Employee
to cause the ASSURED
to suffer a loss covered by this
|
|
|
|
|
|
|
Bond;
and
|
|
|
|
|
b.
|
|
within forty-eight (48) hours of
learning that an
Employee
has
committed
|
|
|
|
|
|
|
any dishonest act, shall notify
the COMPANY, of such action and provide full
|
|
|
|
|
|
|
particulars of such dishonest
act.
|
|
|
|
|
|
The COMPANY may terminate
coverage as respects any
Employee
sixty
(60)
|
|
|
|
|
days after written notice is
received by each ASSURED
Investment
Company
|
|
|
|
|
and the Securities and Exchange
Commission, Washington, D.C. of its desire to
|
|
|
|
|
terminate this Bond as to such
Employee
.
|
|
|
Other
Insurance
|
|
14.
|
|
Coverage under this Bond shall
apply only as excess over any valid and
collectible
|
|
|
|
|
insurance, indemnity or
suretyship obtained by or on behalf of:
|
|
|
|
|
|
a.
|
|
the
ASSURED,
|
|
|
|
|
b.
|
|
a
Transportation
Company
,
or
|
|
|
|
|
|
c.
|
|
another entity on whose premises
the loss occurred or which employed the
|
|
|
|
|
|
|
person causing the loss or
engaged the messenger conveying the
Property
|
|
|
|
|
|
|
involved.
|
|
|
Conformity
|
|
15.
|
|
If any limitation within this
Bond is prohibited by any law controlling this
Bond's
|
|
|
|
|
construction, such limitation
shall be deemed to be amended so as to equal the
|
|
|
|
|
minimum period of limitation
provided by such law.
|
|
|
Change or
Modification
|
|
16.
|
|
This Bond or any instrument
amending or affecting this Bond may not be
changed
|
|
|
|
|
or modified orally. No change in
or modification of this Bond shall be effective
|
|
|
|
|
except when made by written
endorsement to this Bond signed by an authorized
|
|
|
|
|
representative of the
COMPANY.
|
|
|
|
|
|
If this Bond is for a sole
ASSURED, no change or modification which would
|
|
|
|
|
adversely affect the rights of
the ASSURED shall be effective prior to sixty
(60)
|
|
|
|
|
days after written notice has
been furnished to the Securities and Exchange
|
|
|
|
|
Commission, Washington, D.C., by
the acting party.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
18 of 19
|
Conditions
And
|
|
|
Limitations
|
|
|
|
|
Change or
Modification
|
|
If this Bond is for a joint
ASSURED, no charge or modification which would
|
(continued)
|
|
adversely affect the rights of
the ASSURED shall be effective prior to sixty
(60)
|
|
|
days after written notice has
been furnished to all insured
Investment
Companies
|
|
|
and to the Securities and
Exchange Commission, Washington, D.C., by the
|
|
|
COMPANY.
|
ICAP Bond
(5-98)
|
|
Form 17-02-1421 (Ed.
5-98)
Page
19 of 19
|
|
|
|
|
|
|
FEDERAL
INSURANCE COMPANY
|
|
|
|
|
|
|
Endorsement
No.:
|
1 Bond
|
|
|
|
|
|
|
Bond
Number:
|
82047607
|
|
|
NAME OF ASSURED: THE HYPERION
BROOKFIELD TOTAL RETURN FUND, INC.
|
|
|
|
|
|
STOP PAYMENT
ORDER OR REFUSAL TO PAY CHECK ENDORSEMENT
|
It is agreed that this Bond is
amended as follows:
|
|
|
1.
|
|
By adding the following INSURING
CLAUSE:
|
|
|
|
|
“12.
|
|
Stop Payment Order or Refusal to
Pay Check
|
|
|
|
|
|
|
Loss resulting directly from the
ASSURED being legally liable to pay compensatory
damages
|
|
|
|
|
for:
|
|
|
|
|
|
|
|
|
a.
|
complying or failing to comply
with notice from any customer of the ASSURED or any
|
|
|
|
|
|
authorized representative of such
customer, to stop payment on any check or draft made
or
|
|
|
|
|
|
drawn upon or against the ASSURED
by such customer or by any authorized representative
|
|
|
|
|
|
of such customer,
or
|
|
|
|
|
|
|
b.
|
refusing to pay any check or
draft made or drawn upon or against the ASSURED by any
|
|
|
|
|
|
customer of the ASSURED or by any
authorized representative of such customer.”
|
2.
|
|
By adding the following Specific
Exclusion:
|
|
|
|
|
“Section 4.A. Specific Exclusions
– Applicable to INSURING CLAUSE 12
|
|
|
|
|
This Bond does
not directly or indirectly cover:
|
|
|
|
|
a.
|
|
liability assumed by the ASSURED
by agreement under any contract, unless such liability
would
|
|
|
|
|
have attached to the ASSURED even
in the absence of such agreement,
|
|
|
b.
|
|
loss arising out
of:
|
|
|
|
|
|
|
(1)
|
libel, slander, wrongful entry,
eviction, defamation, false arrest, false
imprisonment,
|
|
|
|
|
|
malicious prosecution, assault or
battery,
|
|
|
|
|
|
|
(2)
|
sickness, disease, physical
bodily harm, mental or emotional distress or anguish, or death
of
|
|
|
|
|
|
any person, or
|
|
|
|
|
|
|
(3)
|
discrimination.”
|
|
|
This Endorsement applies to loss
discovered after 12:01 a.m. on July 30, 2008.
|
|
|
ALL OTHER TERMS AND CONDITIONS OF
THIS BOND REMAIN UNCHANGED.
|
Date:
August 12, 2008
[Missing Graphic Reference]
ICAP Bond
Form 17-02-2365 (Ed.
10-00)
|
|
|
|
|
|
|
FEDERAL
INSURANCE COMPANY
|
|
|
|
|
|
|
Endorsement No.: 2
Bond
|
|
|
|
|
|
|
Bond
Number:
|
82047607
|
|
|
NAME OF ASSURED: THE HYPERION
BROOKFIELD TOTAL RETURN FUND, INC.
|
|
|
|
|
|
UNAUTHORIZED
SIGNATURE ENDORSEMENT
|
It is agreed that this Bond is
amended as follows:
|
|
|
1.
|
|
By adding the following INSURING
CLAUSE:
|
|
|
|
|
13.
|
|
Unauthorized
Signature
|
|
|
|
|
|
|
Loss resulting directly from the
ASSURED having accepted, paid or cashed any check
or
|
|
|
|
|
Withdrawal
Order
made or drawn
on or against the account of the ASSURED’S customer
which
|
|
|
|
|
bears the signature or
endorsement of one other than a person whose name and signature is
on
|
|
|
|
|
file with the ASSURED as a
signatory on such account.
|
|
|
|
|
|
|
It shall be a condition precedent
to the ASSURED'S right of recovery under this
INSURING
|
|
|
|
|
CLAUSE that the ASSURED shall
have on file signatures of all the persons who are signatories
on
|
|
|
|
|
such
account.
|
|
|
2.
|
|
By adding to Section 1.,
Definitions, the following:
|
|
|
|
|
r.
|
|
Instruction
means a written
order to the issuer of an
Uncertificated
Security
requesting
that the
|
|
|
|
|
transfer, pledge or release from
pledge of the specified
Uncertificated
Security
be
registered.
|
|
|
s.
|
|
Uncertificated
Security
means a
share, participation or other interest in property of or
an
|
|
|
|
|
enterprise of the issuer or an
obligation of the issuer, which is:
|
|
|
|
|
|
|
(1)
|
not represented by an instrument
and the transfer of which is registered on books
maintained
|
|
|
|
|
|
for that purpose by or on behalf
of the issuer, and
|
|
|
|
|
|
|
(2)
|
of a type commonly dealt in on
securities exchanges or markets, and
|
|
|
|
|
(3)
|
either one of a class or series
or by its terms divisible into a class or series of
shares,
|
|
|
|
|
|
participations, interests or
obligations.
|
|
|
ICAP Bond
|
|
Form 17-02-5602 (Ed.
10-03)
Page
1
|
t.
|
|
Withdrawal
Order
means a
non-negotiable instrument, other than an
Instruction
, signed by
a
|
|
|
customer of the ASSURED
authorizing the ASSURED to debit the customer’s account in
the
|
|
|
amount of funds stated
therein.
|
|
|
|
|
This Endorsement applies to loss
discovered after 12:01 a.m. on July 30, 2008.
|
|
|
ALL OTHER TERMS AND CONDITIONS OF
THIS BOND REMAIN UNCHANGED.
|
Date:
August 12, 2008
[Missing Graphic Reference]
ICAP Bond
|
|
Form 17-02-5602 (Ed.
10-03)
Page
2
|
|
|
|
|
FEDERAL
INSURANCE COMPANY
|
|
|
|
|
|
|
|
|
|
Endorsement No.: 3
Bond
|
|
|
|
|
|
|
|
|
|
Bond
Number:
|
|
82047607
|
|
|
|
NAME OF ASSURED: THE HYPERION
BROOKFIELD TOTAL RETURN FUND, INC.
|
|
|
|
|
NEW YORK
AMENDATORY ENDORSEMENT
|
|
|
|
It is agreed that this Bond is
amended as follows:
|
|
|
|
1.
|
|
By adding to Section 13,
Termination, the following:
|
|
|
|
|
|
Bonds In Effect Sixty (60) Days
Or Less
|
|
|
|
|
|
If this Bond has been in effect
for less than sixty (60) days and if it is not a renewal Bond, the
COMPANY
|
|
|
may terminate it for any reason
by mailing or delivering to the ASSURED and to the authorized agent
or
|
|
|
broker, if any, written notice of
termination at least sixty (60) days before the effective date
of
|
|
|
termination.
|
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|
|
|
|
Bonds In Effect More Than Sixty
(60) Days
|
|
|
|
|
|
If this Bond has been in effect
for sixty (60) days or more, or if it is a renewal of a Bond issued by
the
|
|
|
COMPANY, it may be terminated by
the COMPANY by mailing or delivering to the ASSURED and
to
|
|
|
the authorized agent or broker,
if any, written notice of termination at least sixty (60) days before
the
|
|
|
effective date of termination.
Furthermore, when the Bond is a renewal or has been in effect for
sixty
|
|
|
(60) days or more, the COMPANY
may terminate only for one or more of the reasons stated in
1-7
|
|
|
below.
|
|
|
|
|
|
1.
|
Nonpayment of
premium;
|
|
|
|
|
|
2.
|
Conviction of a crime arising out
of acts increasing the hazard insured against ;
|
|
|
|
3.
|
Discovery of fraud or material
misrepresentation in the obtaining of this Bond or in the
presentation
|
|
|
|
of a claim
thereunder;
|
|
|
|
|
|
4.
|
Violation of any provision of
this Bond that substantially and materially increases the
hazard
|
|
|
|
insured against, and which
occurred subsequent to inception of the current BOND
PERIOD;
|
|
|
|
5.
|
If applicable, material physical
change in the property insured, occurring after issuance or
last
|
|
|
|
annual renewal anniversary date
of this Bond, which results in the property becoming
uninsurable
|
|
|
|
in accordance with the COMPANY's
objective, uniformly applied underwriting standards in effect
at
|
|
|
|
the time this Bond was issued or
last renewed; or material change in the nature or extent of
this
|
|
|
|
Bond occurring after issuance or
last annual renewal anniversary date of this Bond, which
causes
|
|
|
|
the risk of loss to be
substantially and materially increased beyond that contemplated at the
time
|
|
|
|
this Bond was issued or last
renewed;
|
|
|
ICAP Bond - New
York
|
|
Form 17-02-2863 (Rev.
7-03)
Page
1
|
|
|
6.
|
|
A determination by the
Superintendent of Insurance that continuation of the present
premium
|
|
|
|
|
volume of the COMPANY would
jeopardize the COMPANY's policyholders, creditors or the
public,
|
|
|
|
|
or continuing the Bond itself
would place the COMPANY in violation of any provision of the
New
|
|
|
|
|
York Insurance Code;
or
|
|
|
7.
|
|
Where the COMPANY has reason to
believe, in good faith and with sufficient cause, that there is
a
|
|
|
|
|
probable risk or danger that the
Property
will be destroyed by
the ASSURED for the purpose of
|
|
|
|
|
collecting the insurance
proceeds.
|
|
|
Notice Of
Termination
|
|
|
Notice of termination under this
SECTION shall be mailed to the ASSURED and to the authorized
agent
|
|
|
or broker, if any, at the address
shown on the DECLARATIONS of this Bond. The COMPANY,
however,
|
|
|
may deliver any notice instead of
mailing it.
|
|
|
Return Premium
Calculations
|
|
|
The COMPANY shall refund the
unearned premium computed pro rata if this Bond is terminated by
the
|
|
|
COMPANY."
|
2.
|
|
By adding a new Section reading
as follows:
|
|
|
"Section 17. Election To
Conditionally Renew / Nonrenew This Bond
|
|
|
Conditional
Renewal
|
|
|
If the COMPANY conditionally
renews this Bond subject to:
|
|
|
1.
|
|
Change of limits of liability
;
|
|
|
2.
|
|
Change in type of
coverage;
|
|
|
3.
|
|
Reduction of
coverage;
|
|
|
4.
|
|
Increased
deductible;
|
|
|
5.
|
|
Addition of exclusion;
or
|
|
|
6.
|
|
Increased premiums in excess of
10%, exclusive of any premium increase due to
and
|
|
|
|
|
commensurate with insured value
added; or as a result of experience rating, retrospective rating
or
|
|
|
|
|
audit; the COMPANY shall send
notice as provided in Notices Of Nonrenewal And
Conditional
|
|
|
|
|
Renewal immediately
below.
|
|
|
Notices Of Nonrenewal And
Conditional Renewal
|
|
|
1.
|
|
If the COMPANY elects not to
renew this Bond, or to conditionally renew this Bond as
provided
|
|
|
|
|
herein, the COMPANY shall mail or
deliver written notice to the ASSURED at least sixty (60)
but
|
|
|
|
|
not more than one hundred twenty
(120) days before:
|
|
|
|
|
a.
|
|
The expiration date;
or
|
|
|
|
|
b.
|
|
The anniversary date if this Bond
has been written for a term of more than one
year.
|
ICAP Bond - New
York
|
|
Form 17-02-2863 (Rev.
7-03)
Page
2
|
|
|
2.
|
|
Notice shall be mailed or
delivered to the ASSURED at the address shown on
the
|
|
|
|
|
DECLARATIONS of this Bond and the
authorized agent or broker, if any. If notice is mailed,
proof
|
|
|
|
|
of mailing shall be sufficient
proof of notice.
|
|
|
|
3.
|
|
Paragraphs 1. and 2. immediately
above shall not apply when the ASSURED, authorized agent
or
|
|
|
|
|
broker, or another insurer has
mailed or delivered written notice to the COMPANY that the
Bond
|
|
|
|
|
has been replaced or is no longer
desired.
|
|
3.
|
|
By adding to General Agreement
B., Representations Made By Assured, the
following:
|
|
|
|
No misrepresentation shall be
deemed material unless knowledge by the COMPANY would have lead
to
|
|
|
the COMPANY'S refusal to write
this Bond.
|
|
|
|
|
This Endorsement applies to loss
discovered after 12:01 a.m. on July 30, 2008.
|
|
|
|
|
ALL OTHER TERMS AND CONDITIONS OF
THIS BOND REMAIN UNCHANGED.
|
Date:
August 12, 2008
[Missing Graphic Reference]
ICAP Bond - New
York
|
|
Form 17-02-2863 (Rev.
7-03)
Page
3
|
|
|
|
|
|
ENDORSEMENT/RIDER
|
Effective date
of
|
|
|
|
|
this endorsement/rider: July 30,
2008
|
|
FEDERAL
INSURANCE COMPANY
|
|
|
|
|
Endorsement/Rider
No.
4 Bond
|
|
|
|
|
To be attached to
and
|
|
|
|
|
|
|
form a part of Bond
No.
82047607
|
|
|
Issued to: THE HYPERION
BROOKFIELD TOTAL RETURN FUND, INC.
|
|
|
|
|
DELETING VALUATION-OTHER PROPERTY
AND AMENDING CHANGE OR MODIFICATION
|
|
|
|
|
ENDORSEMENT
|
|
|
In consideration of the premium
charged, it is agreed that this Bond is amended as
follows:
|
1.
|
|
The paragraph titled Other
Property in Section 9, Valuation, is deleted in its
entirety.
|
2.
|
|
The third paragraph in Section
16, Change or Modification, is deleted in its entirety and
replaced
|
|
|
with the
following:
|
|
|
|
|
|
|
If this Bond is for a joint
ASSURED, no change or modification which would adversely affect
the
|
|
|
rights of the ASSURED shall be
effective prior to sixty (60) days after written notice has
been
|
|
|
furnished to all insured
Investment
Companies
and the
Securities and Exchange Commission,
|
|
|
Washington, D.C., by the
COMPANY.
|
|
|
|
|
|
|
The title and any headings in
this endorsement/rider are solely for convenience and form no part of
the
|
terms and conditions of
coverage.
|
|
|
|
|
All other terms, conditions and
limitations of this Bond shall remain unchanged.
|
|
|
[Missing Graphic Reference]
17-02-2437
(12/2006) rev.
Effective date
of
|
|
|
|
|
this endorsement: July 30,
2008
|
|
FEDERAL
INSURANCE COMPANY
|
|
|
Endorsement No.: 5
Bond
|
|
|
To be attached to and form a part
of Bond
|
|
|
Number:
|
82047607
|
|
|
Issued to: THE HYPERION
BROOKFIELD TOTAL RETURN FUND, INC.
|
COMPLIANCE
WITH APPLICABLE TRADE SANCTION LAWS RIDER
|
It is agreed that this insurance
does not apply to the extent that trade or economic sanctions or
other
|
laws or regulations prohibit the
coverage provided by this insurance.
|
|
|
|
|
ALL OTHER TERMS AND CONDITIONS OF
THIS BOND REMAIN UNCHANGED.
|
Date:
August 12, 2008
[Missing Graphic Reference]
Form
14-02-9228 (Ed. 4/2004)
|
FEDERAL
INSURANCE COMPANY
|
|
|
|
|
Endorsement
No:
|
6 Bond
|
|
Bond
Number:
|
82047607
|
NAME OF ASSURED: THE HYPERION
BROOKFIELD TOTAL RETURN FUND, INC.
|
|
AMEND NAME OF
ASSURED ENDORSEMENT
|
|
It is agreed that NAME OF ASSURED
of the DECLARATIONS for this Bond is amended to include
the
|
following:
|
|
|
The Hyperion Brookfield Total
Return Fund, Inc.
|
|
|
The Hyperion Brookfield Strategic
Mortgage Income Fund Inc.
|
|
|
Hyperion Brookfield Income Fund,
Inc
|
|
|
Hyperion Brookfield
Collateralized Security Fund, Inc.
|
|
|
|
This Endorsement applies to loss
discovered after 12:01 a.m. on July 30, 2008.
|
|
|
ALL OTHER TERMS AND CONDITIONS OF
THIS BOND REMAIN UNCHANGED.
|
Date:
August 12, 2008
[Missing Graphic Reference]
ICAP Bond
|
|
Form 17-02-6272 (Ed.
8-04)
Page
1
|
|
|
|
FEDERAL
INSURANCE COMPANY
|
|
|
|
|
Endorsement No. 7
Bond
|
|
|
|
|
|
|
Bond Number:
|
82047607
|
|
|
|
NAME OF ASSURED: THE HYPERION
BROOKFIELD TOTAL RETURN FUND, INC.
|
|
|
|
|
|
|
|
REVISE ITEM 2.
ENDORSEMENT
|
|
|
|
It is agreed that this Bond is
amended by deleting ITEM 2. in its entirety on the DECLARATIONS
and
|
substituting the
following:
|
|
|
|
|
|
|
|
ITEM
2.
LIMITS OF
LIABILITY-DEDUCTIBLE AMOUNTS:
|
|
|
|
|
|
|
|
If "Not Covered" is inserted
below opposite any specified INSURING CLAUSE, such
INSURING
|
CLAUSE and any other reference to
such INSURING CLAUSE in this Bond shall be deemed to
be
|
deleted.
There shall be
no deductible applicable to any loss under INSURING CLAUSE
1
|
sustained by
any Investment Company
.
|
|
|
|
|
|
|
|
|
|
|
|
SINGLE
LOSS
|
|
DEDUCTIBLE
|
INSURING
CLAUSE
|
|
LIMIT
OF LIABILITY
|
|
AMOUNT
|
1.
|
|
Employee
|
|
$
2,625,000.
|
|
$
25,000.
|
2.
|
|
On
Premises
|
|
$
2,625,000.
|
|
$
25,000.
|
3.
|
|
In Transit
|
|
$
2,625,000.
|
|
$
25,000.
|
4.
|
|
Forgery or
Alteration
|
|
$
2,625,000.
|
|
$
25,000.
|
5.
|
|
Extended
Forgery
|
|
$
2,625,000.
|
|
$
25,000.
|
6.
|
|
Counterfeit
Currency
|
|
$
2,625,000.
|
|
$
25,000.
|
7.
|
|
Threats to
Person
|
|
$
2,625,000.
|
|
$
25,000.
|
8.
|
|
Computer
System
|
|
$
2,625,000.
|
|
$
25,000.
|
9.
|
|
Voice Initiated Funds Transfer
Instruction
|
|
$
2,625,000.
|
|
$
25,000.
|
10. Uncollectible Items of
Deposit
|
|
$ 50,000.
|
|
$
5,000.
|
11. Audit
Expense
|
|
$ 50,000.
|
|
$
5,000.
|
12. Stop Payment Order or Refusal
to Pay Check
|
|
$ 25,000.
|
|
$
5,000.
|
13. Unauthorized
Signature
|
|
$ 25,000.
|
|
$
5,000.
|
|
|
This Endorsement applies to loss
discovered after 12:01 a.m. on July 30, 2008.
|
|
|
|
|
|
ALL OTHER TERMS AND CONDITIONS OF
THIS BOND REMAIN UNCHANGED.
|
|
|
|
|
Date:
August 12, 2008
[Missing Graphic Reference]
ICAP Bond
|
|
Form 17-02-1582 (Ed.
5-98)
Page
1
|
IMPORTANT
NOTICE TO POLICYHOLDERS
All of
the members of the Chubb Group of Insurance companies doing business in the
United States (hereinafter “Chubb”) distribute their products through licensed
insurance brokers and agents (“producers”). Detailed information regarding the
types of compensation paid by Chubb to producers on US insurance transactions is
available under the Producer Compensation link located at the bottom of the page
at www.chubb.com, or by calling 1-866-588-9478. Additional information may be
available from your producer.
|
Thank
you for choosing Chubb.
|
10-02-1295
(ed. 5/2007)
The
SEC Requires Proof of Your Fidelity Insurance Policy
Your
company is now required to file an electronic copy of your fidelity insurance
coverage (Chubb’s ICAP Bond policy) to the Securities and Exchange Commission
(SEC), according to rules adopted by the SEC on June 12, 2006.
Chubb
is in the process of providing your agent/broker with an electronic copy of your
insurance policy as well as instructions on how to submit this proof of fidelity
insurance coverage to the SEC. You can expect to receive this information from
your agent/broker shortly.
The
electronic copy of your policy is provided by Chubb solely as a convenience and
does not affect the terms and conditions of coverage as set forth in the paper
policy you receive by mail. The terms and conditions of the policy mailed to
you, which are the same as those set forth in the electronic copy, constitute
the entire agreement between your company and Chubb.
If
you have any questions, please contact your agent or broker.
Form
14-02-12160 (ed. 7/2006)
POLICYHOLDER
|
|
DISCLOSURE
NOTICE OF
|
|
TERRORISM
INSURANCE COVERAGE
|
|
(for policies with no terrorism
exclusion or sublimit)
|
|
You
are hereby notified that, under the Terrorism Risk Insurance Act (the
“Act”), effective
|
|
December
26, 2007, this policy makes available to you insurance for losses arising
out of
|
|
certain
acts of terrorism. Terrorism is defined as any act certified by the
Secretary of the
|
|
Treasury,
in concurrence with the Secretary of State and the Attorney General of
the
|
|
United
States, to be an act of terrorism; to be a violent act or an act that is
dangerous to
|
|
human
life, property or infrastructure; to have resulted in damage within the
United
|
|
States,
or outside the United States in the case of an air carrier or vessel or
the premises
|
|
of
a United States Mission; and to have been committed by an individual or
individuals as
|
|
part
of an effort to coerce the civilian population of the United States or to
influence the
|
|
policy
or affect the conduct of the United States Government by
coercion.
|
|
|
|
You
should know that the insurance provided by your policy for losses caused
by acts of
|
|
terrorism
is partially reimbursed by the United States under the formula set forth
in the
|
|
Act.
Under this formula, the United States pays 85% of covered terrorism losses
that
|
|
exceed
the statutorily established deductible to be paid by the insurance
company
|
|
providing
the coverage.
|
|
|
|
However,
if aggregate insured losses attributable to terrorist acts certified under
the Act
|
|
exceed
$100 billion in a Program Year (January 1 through December 31), the
Treasury
|
|
shall
not make any payment for any portion of the amount of such losses that
exceeds
|
|
$100
billion.
|
|
10-02-1281
(Ed. 1/2003)
If
aggregate insured losses attributable to terrorist acts certified under
the Act exceed
|
$100
billion in a Program Year (January 1 through December 31) and we have met
our
|
insurer
deductible under the Act, we shall not be liable for the payment of any
portion of
|
the
amount of such losses that exceeds $100 billion, and in such case insured
losses up
|
to
that amount are subject to pro rata allocation in accordance with
procedures
|
established
by the Secretary of the Treasury.
|
|
The
portion of your policy’s annual premium that is attributable to insurance
for such acts
|
of
terrorism is: $
-0-.
|
|
If
you have any questions about this notice, please contact your agent or
broker.
|
10-02-1281
(Ed. 1/2003)
THE
HYPERION BROOKFIELD TOTAL RETURN FUND, INC.
THE
HYPERION BROOKFIELD STRATEGIC MORTGAGE INCOME FUND,
INC.
HYPERION
BROOKFIELD COLLATERALIZED SECURITIES FUND, INC.
HYPERION
BROOKFIELD INCOME FUND, INC.
Excerpt
of Minutes of a meeting of the Board of Directors Held on June 26,
2008
Review
and Renewal of Joint Fidelity Bond and Participation in Joint Fidelity Bond
Agreement among the Funds
Following discussion, and on a motion
duly made and seconded, the Board unanimously approved the following
resolution:
WHEREAS
, the Fund has
previously satisfied the fidelity bond coverage requirements of Rule 17g-1 under
the Investment Company Act of 1940, as amended (the “1940 Act”) by participating
in a joint fidelity bond (the “Joint Fidelity Bond”); and
WHEREAS
, in connection with
the participation in the Joint Fidelity Bond, The Hyperion Brookfield Strategic
Mortgage Income Fund, Inc., The Hyperion Brookfield Total Return Fund, Inc.
Hyperion Brookfield Income Fund, Inc. and Hyperion Brookfield Collateralized
Securities Fund, Inc. (the “Hyperion Fund Complex”) have entered into a Joint
Fidelity Bond Agreement (the “Joint Fidelity Bond Agreement”) providing for the
allocation of premiums and minimum levels of recoveries among the Hyperion Fund
Complex; and
WHEREAS
, it is proposed that
the Joint Fidelity Bond be continued for a one year period from July 30, 2008
through July 30, 2009, and that the Funds continue to satisfy the fidelity bond
coverage requirement under the 1940 Act through participation in the continuance
of the Joint Fidelity Bond; and
WHEREAS
, it is also proposed,
in connection with the continuance of the Joint Fidelity Bond, that the Fund
enter into a new Joint Fidelity Bond Agreement on substantially the same terms
and conditions as contained in the current Joint Fidelity Bond Agreement, which
new Joint Fidelity Bond Agreement shall be in substantially the form presented
to the Board.
NOW, THEREFORE, BE IT
RESOLVED
, that the Joint Fidelity Bond be continued for a one year period
from July 30, 2008 to July 30, 2009, and that the Funds continue to satisfy the
fidelity bond coverage requirements under the 1940 Act through participation in
the continuance of the Joint Fidelity Bond; and be it further
RESOLVED
, that, in connection
with the continuance of the Joint Fidelity Bond, the Fund is authorized to enter
into a new Joint Fidelity Bond Agreement on substantially the same terms and
conditions as contained in the current Joint Fidelity Bond
Agreement,
which the
new Joint Fidelity Bond Agreement shall be in substantially the form presented
to the Board; and be it further
RESOLVED
, that the Fund’s
officers are severally authorized to execute and deliver such documents as may
be required to effectuate the foregoing resolutions, to pay any premium as may
from time to time be required, and to take such further action as may be
required by any applicable laws, rules or regulations in connection with
implementing any of the foregoing resolutions.
SCHEDULE
A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HYPERION
BROOKFIELD ASSET MANAGEMENT, INC.
|
|
|
|
|
|
|
|
|
|
|
Summary
of Proposed Fidelity Bond Insurance Program for the Hyperion
Funds
|
|
|
|
|
|
|
|
For
the Insurance Policy Year Ending July 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($2,625,000
Joint Fidelity Bond)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Quoted Premium
|
|
|
|
|
|
|
|
|
|
|
|
|
|
for
07/30/2008 through 07/30/2009
|
|
|
$
|
6,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ALLOCATION
OF PREMIUM TO THE INDIVIDUAL FUNDS FOR $2.625 MILLION JOINT FIDELITY
BOND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FUND
|
|
|
Total
Return
Fund (HTR)
|
|
Strategic
Mortgage Fund
(HSM)
|
|
Brookfield
Income Fund
(HBIF)
|
|
Collateralized
Securities Fund
(HCS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum
required coverage per Rule 17g-1 of the 1940 Act
|
|
|
$750,000
|
|
|
|
$525,000
|
|
|
|
$600,000
|
|
|
|
$750,000
|
|
Gross
Assets (1)
|
|
|
|
$271,000,000
|
|
|
|
$117,000,000
|
|
|
|
$196,000,000
|
|
|
|
$389,000,000
|
|
Allocation
of $2,625,000 Joint Fidelity Bond Premium (2)
|
|
|
$1,769
|
|
|
|
$764
|
|
|
|
$1,279
|
|
|
|
$2,539
|
|
Stand
Alone Premium (3)
|
|
|
|
$3,000
|
|
|
|
$3,000
|
|
|
|
$3,000
|
|
|
|
$3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
As
of March 31, 2008 (in millions)
|
|
|
|
|
|
|
|
(2)
|
|
Allocation
based on Fund's gross assets as of March 31, 2008 in accordance to Rule
17g-1 of the 1940 Act
|
(3)
|
|
Premium
amounts for each Fund on a stand alone basis at minimum required coverage
for one year
|
JOINT
FIDELITY BOND AGREEMENT
As of
July 1, 2008
W I T N E
S S E T H
WHEREAS, The Hyperion Brookfield Total
Return Fund, Inc., The Hyperion Brookfield Strategic Mortgage Income Fund, Inc.,
Hyperion Brookfield Income Fund, Inc., and Hyperion Brookfield Collateralized
Securities Fund, Inc. as parties to this Agreement (the "Insureds") are named
insureds under a financial institution fidelity bond issued by Federal Insurance
Company (the "Policy");
NOW, THEREFORE, the parties hereto, in
consideration of the premises and the mutual covenants contained herein, hereby
agree as follows:
1.
Joint Insured
Bond
. The Insureds shall maintain in effect the Policy or a
substitute fidelity insurance policy providing comparable coverage from one or
more reputable fidelity insurance companies which shall be authorized to do
business in the place where the Policy is issued.
2.
Allocation of
Premium
. The Insureds shall pay the portion of the total
premium for the Policy set forth in Schedule A hereto.
3.
Allocation of
Proceeds
.
(a) If one or more Insureds sustain a
single loss for which recovery is received under the Policy, each Insured shall
receive that portion of the recovery which is sufficient in amount to indemnify
that Insured in full for the loss sustained by it (other than the portion
thereof subject to a deductible), unless the recovery is inadequate to fully
indemnify all Insureds for such single loss.
(b) If the recovery is inadequate to
indemnify fully each Insured for such single loss (other than the portion
thereof subject to a deductible), the recovery shall be allocated among the
Insureds as follows:
(i) Each Insured shall be allocated an
amount equal to the lesser of its actual loss (net of any deductible) and the
minimum amount of coverage allocated to it in accordance with Schedule A
attached hereto; and
(ii) The remaining portion of the
recovery (if any) shall be allocated to each Insured for the portion of the loss
not fully indemnified by the allocation under subparagraph (i) in the same
proportion as the portion of each Insured's loss which is not fully indemnified
bears to the sum of the unindemnified loss of itself and the other
Insured. If such allocation would result in either Insured's
receiving a portion of the recovery in excess of the loss actually sustained by
it, the aggregate of such excess portion shall be reallocated to the other
Insured if its losses would not be fully indemnified as a result of the
foregoing allocation.
-------------------------------------------------------------------------------------------------------------------------------------------------------
Hyperion
Brookfield Asset Management, Inc
|
|
(c) If
the recovery made pursuant to subparagraphs (a) and (b) hereof reduces the total
amount of coverage provided by the Policy because recovery is made from a
portion of the Policy written on an "annual aggregate" basis:
(i) The Insureds agree to seek
additional coverage to reinstate the reduction in coverage; or
(ii) In the event any subsequent loss
is sustained, any recovery by an Insured in excess of the minimum amount
allocated to it in accordance with Schedule A from coverage written on an
"annual aggregate" basis shall be reallocated in the event of subsequent single
loss among the Insured or Insureds sustaining the earlier loss(es) and other
Insureds in accordance with subparagraphs (a) and (b) above; or
(iii) Any recovery in excess of the
minimum amount allocated in accordance with Schedule A from coverage written on
an "annual aggregate" basis shall be paid into an escrow account and allocated
in accordance with subparagraphs (a) and (b) above upon final determination of
the aggregate losses for the policy year.
(d) In the event that a recovery by an
Insured is less than its actual loss because of the applicability of a
deductible clause that is applicable on an "annual aggregate" rather than a "per
occurrence" basis and one or more other Insureds sustain a subsequent loss or
losses to which none or only the remaining portion of the deductible amount
applies, the Insured(s) that sustained the earlier loss(es) shall be entitled to
a portion of the recovery with respect to the later loss(es) such that the total
burden of the deductible amount is borne between the Insureds in accordance with
the percentages set forth in Schedule A hereto.
4.
Claims and
Settlements
. Each Insured shall, within ten days after the
making of any claim under the Policy, provide the other Insureds with written
notice of the amount and nature of such claim. Each Insured shall,
within ten days after the receipt thereof, provide the other Insureds with
written notice of the terms of settlement of any claim made under the Policy by
such Insured.
5.
Withdrawal
. Any
Insured may withdraw from this Agreement at any time and cease to be a party
hereto (except with respect to losses occurring prior to such withdrawal) by
giving not less than 10 days' prior written notice to the other Insureds of such
withdrawal. Upon withdrawal, such Insured shall cease to be named
insured on the Policy and shall be entitled to receive any premium rebated by
the insurance company with respect to such withdrawal.
6.
Governing
Law
. This Agreement shall be construed in accordance with the
laws of the State of New York.
7.
No
Assignment
. This Agreement is not assignable.
8.
Notices
. All
notices and other communications hereunder shall be in writing and shall be
addressed to the appropriate party at Three World Financial Center, 200 Vesey
Street, 10
th
Floor,
New York, NY 10281-1010.
-------------------------------------------------------------------------------------------------------------------------------------------------------
Hyperion
Brookfield Asset Management, Inc
|
|
IN
WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as
of the day and year first written above.
THE
HYPERION BROOKFIELD TOTAL
RETURN FUND, INC.
By:
/s/ Thomas F.
Doodian
THE
HYPERION BROOKFIELD STRATEGIC
MORTGAGE INCOME FUND, INC.
By:
/s/ Thomas F.
Doodian
HYPERION
BROOKFIELD INCOME FUND,
INC.
By:
/s/ Thomas F.
Doodian
HYPERION
BROOKFIELD COLLATERALIZED
SECURITIES FUND, INC.
By:
/s/ Thomas F.
Doodian
-------------------------------------------------------------------------------------------------------------------------------------------------------
Hyperion
Brookfield Asset Management, Inc
|
|
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