FILED VIA EDGAR
August 1, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | | Joint
Insured Fidelity Bond for Investment Companies – SEC Rule 17g-1 |
| | Barings Participation Investors (File No. 811-5531) |
Dear
Sir or Madam:
Pursuant to SEC Rule 17g-1 under the Investment Company Act of 1940, as
amended (the “1940 Act”), enclosed herewith for filing on behalf of Barings Participation Investors (the “Trust”)
are the following:
1. | | Copy of the Investment Company Bond (Bond No. FS 2346444 13 00) issued
by Great American Insurance Group (the “Bond”), effective August 2, 2022 and delivered to the Trust on July 27, 2023; |
2. | | Certified copy of the resolutions dated July 29, 2022 of the Trust’s
Board of Trustees, including a majority of the Trustees who are not “interested persons” (as defined by the 1940 Act) of the
Trust, approving the amount, type, form and coverage of the Bond, and the portion of the premium to be paid by the Trust; and |
3. | | Copy of the agreement effective July 29, 2022 between the Trust, Barings
Corporate Investors, and Barings Global Short Duration High Yield Fund entered into pursuant to Rule 17g-1. |
The Trust would have provided and maintained a single bond in the amount
of $600,000, if it was not named as an insured under a joint insured bond. Premiums on the Bond were paid through August 2, 2023, the
expiration date of the Bond.
If
you have any questions, please do not hesitate to contact me at (980) 417-5576.
Very
truly yours,
/s/
Alexandra Pacini
Alexandra
Pacini
Secretary
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IMPORTANT
NOTICE
FIDELITY CRIME DIVISION CLAIMS
Should
this account have a potential claim situation, please contact:
Fidelity
& Crime Claims Department
Great
American Insurance Group
Five
Waterside Crossing
Windsor,
CT 06095
(860)
298-7330
(860)
688-8188 fax
CrimeClaims@gaig.com
SDM-683
(Ed. 08/14)
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Great American Insurance
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FI 75 10 (Ed. 11/16)
INVESTMENT COMPANY BOND
GREAT AMERICAN INSURANCE
COMPANY
(A Stock Insurance Company,
Herein Called the Underwriter)
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DECLARATIONS
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Bond No. FS 2346444 13 00 |
Item
1. |
Name
of Insured (herein called Insured): Barings Corporate Investors
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See IL7125 |
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Principal Address: |
300 S Tryon Street |
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Suite 2500 |
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Charlotte, NC 28202 |
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Item 2. |
Bond Period: from 12:01 a.m. on 08/02/2022 to 08/02/2023 12:01 a.m. the
effective date of the termination or cancellation of this Bond, standard time at the Principal Address as to each of said dates.
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Item
3. |
Limit
of Liability - Subject to Sections 9, 10 and 12 hereof,
Amount
applicable to
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Limit
of Liability | |
Deductible | |
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Insuring
Agreement (A)-Fidelity
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$ | 2,100,000 | | |
$ | 0 | | |
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Insuring Agreement (B)-On Premises
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$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (C)-In Transit
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$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (D)-Forgery or Alteration
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$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (E)-Securities | |
$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (F)-Counterfeit Currency | |
$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (G)-Stop Payment | |
$ | 2,100,000 | | |
$ | 5,000 | | |
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Insuring Agreement (H)-Uncollectible Items of Deposit | |
$ | 2,100,000 | | |
$ | 5,000 | | |
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Insuring Agreement (I)-Audit Expense | |
$ | 2,100,000 | | |
$ | 5,000 | | |
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Insuring Agreement (J)-Telefacsimile
Transmissions | |
$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (K)-Unauthorized Signatures | |
$ | 2,100,000 | | |
$ | 5,000 | | |
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Optional Insuring Agreements and Coverages | |
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Insuring Agreement (L)-Computer Systems | |
$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (M)-Automated Phone Systems | |
$ | 2,100,000 | | |
$ | 10,000 | | |
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Insuring Agreement (N)-Fraudulent Transfer Instructions | |
$ | Not Covered | | |
$ | N/A | | |
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FI
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If “Not Covered” is inserted above opposite any specified Insuring
Agreement or Coverage, such Insuring Agreement or Coverage and any other reference thereto in this Bond shall be deemed to be deleted
therefrom. |
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Item
4. |
Offices
or Premises Covered-Offices acquired or established subsequent to the effective date of this
Bond are covered according to the terms of General Agreement A.
All the Insured’s offices or premises in existence at the time this Bond becomes effective
are covered under this Bond except the offices or premises located as follows:
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N/A |
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Item
5. |
The
liability of the Underwriter is subject to the terms of the following Riders attached hereto:
See
Form FI8801
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Item 6. |
The Insured
by the acceptance of this Bond gives to the Underwriter terminating or cancelling prior Bond(s) or Policy(ies) No.(s)
FS
2346444 12
such
termination or cancellation to be effective as of the time this Bond becomes effective. |
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FI
75 11 (Ed. 08/15)
INVESTMENT
COMPANY BOND
The
Underwriter, in consideration of an agreed premium, and subject to the Declarations made a part hereof, the General Agreements, Conditions
and Limitations and other terms of this Bond, agrees with the Insured, in accordance with Insuring Agreements hereof to which an amount
of insurance is applicable as set forth in Item 3 of the Declarations and with respect to loss sustained by the Insured at any time but
discovered during the Bond period, to indemnify and hold harmless the Insured for:
INSURING
AGREEMENTS
FIDELITY
| (A) | Loss
resulting from any dishonest or fraudulent act(s), including Larceny or Embezzlement committed
by an Employee, committed anywhere and whether committed alone or in collusion with others,
including loss of Property resulting from such acts of an Employee, which Property is held
by the Insured for any purpose or in any capacity and whether so held gratuitously or not
and whether or not the Insured is liable therefor.
Dishonest or fraudulent act(s) as used in this Insuring Agreement shall mean only dishonest
or fraudulent act(s) committed by such Employee with the manifest intent: |
| (a) | to
cause the Insured to sustain such loss; and |
| (b) | to
obtain financial benefit for the Employee, or for any other person or organization intended
by the Employee to receive such benefit, other than salaries, commissions, fees, bonuses,
promotions, awards, profit sharing, pensions or other employee benefits earned in the normal
course of employment. |
ON
PREMISES
| (B) | Loss
of Property (occurring with or without negligence or violence) through robbery, burglary,
Larceny, theft, holdup, or other fraudulent means, misplacement, mysterious unexplainable
disappearance, damage thereto or destruction thereof, abstraction or removal from the possession,
custody or control of the Insured, and loss of subscription, conversion, redemption or
deposit privileges through the misplacement or loss of Property, while the Property is (or
is supposed or believed by the Insured to be) lodged or deposited within any offices or
premises located anywhere, except in an office listed in Item 4 of the Declarations or amendment
thereof or in the mail or with a carrier for hire other than an armored motor vehicle company,
for the purpose of transportation. |
Offices
and Equipment
| (1) | Loss
of or damage to furnishings, fixtures, stationary, supplies or equipment, within any
of the Insured's offices covered under this Bond caused by Larceny or theft in, or by burglary,
robbery or holdup of such office, or attempt thereat, or by vandalism or malicious mischief;
or |
| (2) | loss
through damage to any such office by Larceny or theft in, or by burglary, robbery or hold-up
of such office or attempt thereat. |
IN
TRANSIT
| (C) | Loss
of Property (occurring with or without negligence or violence) through robbery, Larceny,
theft, hold-up, misplacement, mysterious unexplainable disappearance, being lost or otherwise
made away with, damage thereto or destruction thereof, and loss of subscription, conversion,
redemption or deposit privileges through the misplacement or loss of Property, while the
Property is in transit anywhere in the custody of any person or persons acting as messenger,
except while in the mail or with a carrier for hire, other than an armored motor vehicle
company, for the purpose of transportation, such transit to begin immediately upon receipt
of such Property by the transporting person or persons, and to end immediately upon delivery
thereof at destination. |
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FORGERY
OR ALTERATION
| (D) | Loss
through FORGERY or ALTERATION of, on or in any bills of exchange, checks, drafts, acceptances,
certificates of deposit, promissory notes, or other written promises, orders or directions
to pay sums certain in money due bills, money orders, warrants, orders upon public treasuries,
letters of credit, written instructions, advices or applications directed to the Insured,
authorizing or acknowledging the transfer, payment, delivery or receipt of funds or Property,
which instructions or advices or applications purport to have been signed or endorsed by
any customer of the Insured, shareholder or subscriber to shares, whether certificated or
uncertificated, of any Investment Company or by any financial or banking institution or
stockbroker but which instructions, advices or applications either bear the forged signature
or Endorsement or have been altered without the knowledge and consent of such customer,
shareholder or subscriber to shares, whether certificated or uncertificated, of an Investment Company, financial or banking institution or stockbroker, withdrawal orders or receipts
for the withdrawal of funds or Property, or receipts or certificates of deposit for Property and bearing the name of the Insured as issuer, or of another Investment Company for
which the Insured acts as agent, excluding, however, any loss covered under Insuring Agreement
(F) hereof whether or not coverage for Insuring Agreement (F) is provided for in the Declarations
of this Bond.
Any
check or draft (a) made payable to a fictitious payee and endorsed in the name of such fictitious payee or (b) procured in a transaction
with the maker or drawer thereof or with one acting as an agent of such maker or drawer or anyone impersonating another and made or
drawn payable to the one so impersonated and endorsed by anyone other than the one impersonated, shall be deemed to be forged as to such
Endorsement.
Mechanically
reproduced facsimile signatures are treated the same as handwritten signatures.
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SECURITIES
| (E) | Loss
sustained by the Insured, including loss sustained by reason of a violation of the constitution,
by-laws, rules or regulations of any Self
Regulatory Organization of which the Insured is a member or which would have been imposed upon the Insured by the constitution, by-laws,
rules or regulations of any Self Regulatory Organization if the Insured had been a member thereof, |
| (1) | through
the Insured's having, in good faith and in the course of business, whether for its own account
or for the account of others, in any representative, fiduciary, agency or any other capacity,
either gratuitously or otherwise, purchased or otherwise acquired, accepted or received,
or sold or delivered, or given any value, extended any credit or assumed any liability, on
the faith of, or otherwise acted upon, any securities, documents or other written instruments
which prove to have been |
| (b) | forged
as to the signature of any maker, drawer, issuer, endorser, assignor, lessee, transfer
agent or registrar, acceptor, surety or guarantor or as to the signature of any person signing
in any other capacity, or |
| (c) | raised
or otherwise altered, or lost, or stolen, or |
| (2) | through
the Insured's having, in good faith and in the course of business, guaranteed in writing
or witnessed any signatures whether for valuable consideration or not and whether or not
such guaranteeing or witnessing is ultra vires the Insured, upon any transfers, assignments,
bills of sale, powers of attorney, guarantees, Endorsements or other obligations upon or
in connection with any securities, documents or other written instruments and which pass
or purport to pass title to such securities, documents or other written instruments; EXCLUDING,
losses caused by FORGERY or ALTERATION of, on or in those instruments covered under Insuring
Agreement (D) hereof. |
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| Securities,
documents or other written instruments shall be deemed to mean original (including original
counterparts) negotiable or non-negotiable agreements which in and of themselves represent
an equitable interest, ownership, or debt, including an assignment thereof which instruments
are in the ordinary course
of business, transferable by delivery of such agreements with any necessary Endorsement or
assignment. |
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word "counterfeited" as used in this Insuring Agreement shall be deemed to mean any security, document or other written instrument
which is intended to deceive and to be taken for an original.
Mechanically
reproduced facsimile signatures are treated the same as handwritten signatures.
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COUNTERFEIT
CURRENCY
| (F) | Loss
through the receipt by the Insured, in good faith, of any counterfeited money orders or altered
paper currencies or coin of the United States of America or Canada issued or purporting
to have been issued by the United States of America or Canada or issued pursuant to a United
States of America or Canadian statute for use as currency. |
STOP
PAYMENT
| (G) | Loss
against any and all sums which the Insured shall become obligated to pay by reason of the
Liability imposed upon the Insured by law for damages:
For
having either complied with or failed to comply with any written notice of any customer, shareholder or subscriber of the Insured or
any Authorized Representative of such customer, shareholder or subscriber to stop payment of any check or draft made or drawn by such
customer, shareholder or subscriber or any Authorized Representative of such customer, shareholder or subscriber, or
For
having refused to pay any check or draft made or drawn by any customer, shareholder or subscriber of the Insured, or any Authorized Representative
of such customer, shareholder or Subscriber.
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UNCOLLECTIBLE
ITEMS OF DEPOSIT
| (H) | Loss
resulting from payments of dividends or fund shares, or withdrawals permitted from any customer's,
shareholder's or subscriber's account based upon Uncollectible items of Deposit of a customer,
shareholder or subscriber credited by the Insured or the Insured's agent to such customer's,
shareholder's or subscriber's Mutual Fund Account: or loss
resulting from any item of Deposit processed through an Automated Clearing House which is reversed by the customer, shareholder or subscriber
and deemed uncollectible by the Insured.
Loss
includes dividends and interest accrued not to exceed 15% of the Uncollectible items which are deposited.
This
Insuring Agreement applies to all Mutual Funds with "exchange privileges" if all Fund(s) in the exchange program are insured
by a Great American Insurance Company of Cincinnati, OH for Uncollectible Items of Deposit. Regardless of the number of transactions
between Fund(s) the minimum number of days of deposit within the Fund(s) before withdrawal as declared in the Fund(s) prospectus shall
begin from the date a deposit was first credited to any Insured Fund(s).
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AUDIT
EXPENSE
| (I) | Expense
incurred by the Insured for that part of the costs of audits or examinations required by any governmental regulatory authority to be
conducted either by such authority or by an independent accountant by reason of the discovery of loss sustained by the Insured
through any dishonest or fradulent act(s), including Larceny or Embezzlement of any of the Employees. The total liability of the
Underwriter for such expense by reason of such acts of any Employee or in which such Employee is concerned or implicated or with
respect to any one audit or examination is limited to the amount stated opposite Audit Expense in Item 3 of the Declarations; it
being understood, however, that such expense shall be deemed to be a loss sustained by the Insured through any dishonest or
fraudulent act(s), including Larceny or Embezzlement of one or more of the Employees and the liability under this paragraph shall be
in addition to the Limit of Liability stated in Insuring Agreement
(A) in Item 3 of the Declarations. |
TELEFACSIMILE
TRANSMISSIONS
| (J) | Loss
resulting by reason of the Insured having transferred, paid or delivered any funds or Property, established any credit, debited any
account, or given any value relying on any fraudulent instructions sent by a customer or financial institution by Telefacsimile
Transmission directed to the Insured, authorizing or acknowledging
the transfer, payment, or delivery of funds or property, the establishment of a credit, debiting of any account, or the giving of
value by the Insured, but only if such telefacsimile instructions: |
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| (1) | bear
a valid test key exchanged between the Insured and a customer or another financial institution
with authority to use such test key for Telefacsimile instructions in the ordinary course
of business, but which test key has been wrongfully obtained by a person who was not authorized
to initiate, make, validate or authenticate a test key arrangement; and |
| (2) | fraudulently
purport to have been sent by such customer or financial institution, but which telefacsimile
instructions are transmitted without the knowledge or consent of such customer or financial
institution by a person other than such customer or financial institution and which bear
a forged signature.
"Telefacsimile"
means a system of transmitting written documents by electronic signals over telephone lines to equipment maintained by the Insured within
its communication room for the purposes of reproducing a copy of said document. It does not mean electronic communication sent by
Telex, TWC, or electronic mail, or Automated Clearing House. |
UNAUTHORIZED
SIGNATURES
| (K) | Loss
resulting directly from the Insured having accepted, paid or cashed any check or withdrawal
order, draft, made or drawn on a customer's account which bears the signature or Endorsement
of one other than a person whose name and signature is on the application on file with the
Insured as a signatory on such account.
It
shall be a condition precedent to the Insured's right to recovery under this Insuring Agreement that the Insured shall have on file signatures
of all persons who are authorized signatories on such account. |
GENERAL
AGREEMENTS
| (A) | ADDITIONAL
OFFICES OR EMPLOYEES- CONSOLIDATION OR MERGER-NOTICE |
| (1) | If
the Insured shall, while this Bond is in force, establish any additional office or offices,
such office or offices shall be automatically covered hereunder from the dates of their
establishment, respectively. No notice to the Underwriter of an increase during any premium
period in the number of offices or in the number of Employees at any of the offices covered
hereunder need be given and no additional premium need be paid for the remainder of such
premium period. |
| (2) | If
an Investment Company, named as Insured herein, shall, while this Bond is in force, merge or consolidate with, or purchase the
assets of another institution, coverage for such acquisition shall apply automatically from the date of acquisition. The Insured
shall notify the Underwriter of such acquisition within 60 days of said
date, and an additional premium shall be computed only if such acquisition involves additional offices or employees. |
WARRANTY
| (B) | No
statement made by or on behalf of the Insured, whether contained in the application or otherwise,
shall be deemed to be a warranty of anything except that it is true to the best of the knowledge
and belief of the person making the statement. |
COURT
COSTS AND ATTORNEYS' FEES
(Applicable
to all Insuring Agreements or Coverages now or hereafter forming part of this Bond)
| (C) | The
Underwriter will indemnify the Insured against court costs and reasonable attorneys' fees
incurred and paid by the Insured in defense, whether or not successful, whether or not fully
litigated on the merits and whether or not settled of any suit or legal proceeding brought
against the Insured to enforce the lnsured's liability or alleged liability on account |
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any loss, claim or damage which, if established against the Insured, would constitute a loss sustained by the Insured covered under the
terms of this Bond provided, however, that with respect to Insuring Agreement (A) this indemnity shall apply only in the event that |
| (1) | an
Employee admits to being guilty of any dishonest or fraudulent act(s), including Larceny
or Embezzlement; or |
| (2) | an
Employee is adjudicated to be guilty of any dishonest or fraudulent act(s), including Larceny
or Embezzlement; |
| (3) | in
the absence of (1) or (2) above an arbitration panel agrees, after a review of an agreed
statement of facts, that an Employee would be found guilty of dishonesty if such Employee
were prosecuted. |
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Insured shall promptly give notice to the Underwriter of any such suit or legal proceeding and at the request of the Underwriter shall
furnish it with copies of all pleadings and other papers therein. At the Underwriter's election the Insured shall permit the Underwriter
to conduct the defense of such suit or legal proceeding, in the Insured's name, through attorneys of the Underwriter's selection. In
such event, the Insured shall give all reasonable information and assistance which the Underwriter shall deem necessary to the proper
defense of such suit or legal proceeding.
If
the Insured's liability or alleged liability is greater than the amount recoverable under this Bond, or if a Deductible Amount is applicable,
the liability of the Underwriter under this General Agreement is limited to that percentage of litigation expense determined by pro
ration of the Bond limit of liability to the amount claimed, after the application of any deductible. This litigation expense will be
in addition to the Limit of Liability for the applicable Insuring Agreement.
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FORMER
EMPLOYEE
| (D) | Acts
of Employee, as defined in this Bond, are covered under Insuring Agreement (A) only while
the Employee is in the Insured's employ. Should loss involving a former Employee of the Insured
be discovered subsequent to the termination of employment, coverage would still apply under
Insuring Agreement (A) if the direct proximate cause of the loss occurred while the former
Employee performed duties within the scope of his/her employment. |
THE
FOREGOING INSURING AGREEMENTS AND
GENERAL
AGREEMENTS ARE SUBJECT TO
THE
FOLLOWING CONDITIONS AND LIMITATIONS:
SECTION
1. DEFINITIONS
The
following terms, as used in this Bond, shall have the respective meanings stated in this Section:
| (1) | any
of the Insured's officers, partners, or employees, and |
| (2) | any
of the officers or employees of any predecessor of the Insured whose principal assets are
acquired by the Insured by consolidation or merger with, or purchase of assets of capital
stock of such predecessor, and |
| (3) | attorneys
retained by the Insured to perform legal services for the Insured and the employees of such
attorneys while such attorneys or the employees of such attorneys are performing such services
for the Insured, and |
| (4) | guest
students pursuing their studies or duties in any of the Insured's offices, and |
| (5) | directors
or trustees of the Insured, the investment advisor, underwriter (distributor), transfer
agent, or shareholder accounting record keeper, or administrator authorized by written agreement
to keep financial and/or other required records, but only while performing acts coming
within the scope of the usual duties of an officer or employee or while acting as a member
of any committee duly elected or appointed
to examine or audit or have custody of or access to the Property of the Insured, and |
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| (6) | any
individual or individuals assigned to perform the usual duties of an employee within the
premises of the Insured by contract, or by any agency furnishing temporary personnel on a
contingent or part-time basis, and |
| (7) | each
natural person, partnership or corporation authorized by written agreement with the Insured
to perform services as electronic data processor of checks or other accounting records of
the Insured, but excluding any such processor who acts as transfer agent or in any other
agency capacity in issuing checks, drafts or securities for the Insured, unless included
under Sub-section (9) hereof, and |
| (8) | those
persons so designated in section 15, Central Handling of Securities, and |
| (9) | any
officer, partner or Employee of |
| (a) | an
investment advisor, |
| (b) | an
underwriter (distributor), |
| (c) | a
transfer agent or shareholder accounting record-keeper, or |
| (d) | an
administrator authorized by written agreement to keep financial and/or other required records,
for an Investment Company, named as Insured while performing acts coming within the scope
of the usual duties of an officer or Employee of any Investment Company named as Insured
herein, or while acting as a member of any committee duly elected or appointed to examine
or audit or have custody of or access to the Property of any such Investment Company provided
that only Employees or partners of a transfer agent, shareholder accounting record-keeper
or administrator which is an affiliated person as defined in the Investment Company Act of
1940, of an Investment Company named as Insured, or is an affiliated person of the adviser,
underwriter or administrator of such Investment Company, and which is not a bank, shall be
included within the definition of Employee.
Each
employer of temporary personnel or processors as set forth in Sub-Sections (6) and (7) of Section 1 (a) and their partners, officers
and employees shall collectively be deemed to be one person for all the purposes of this Bond, excepting, however, the last paragraph
of Section 13. Brokers, or other agents under contract or representatives of the same general character shall not be considered Employees. |
| (b) | Property
means money (i.e. currency, coin, bank notes, Federal Reserve notes), postage and revenue
stamps, U.S. Savings Stamps, bullion, precious metals of all kinds and in any form and articles
made therefrom, jewelry, watches, necklaces, bracelets, gems, precious and semi-precious
stones, Bonds, securities, evidences of debts, debentures, scrip, certificates, interim receipts,
warrants, rights, puts, calls, straddles, spreads, transfers, coupons, drafts, bills of exchange,
acceptances, notes, checks, withdrawal orders, money orders, warehouse receipts, bills of
lading, conditional sales contracts, abstracts of title, insurance Policies, deeds, mortgages
under real estate and/or chattels and upon interests therein, and assignments of such Policies,
mortgages and instruments, and other valuable papers, including books of account and other
records used by the Insured in the conduct of its business, and all other instruments similar
to or in the nature of the foregoing including Electronic Representations of such Instruments
enumerated above (but excluding all data processing records) in which the Insured has an
interest or in which the Insured acquired or should have acquired an interest by reason
of a predecessor's declared financial condition at the time of the Insured's consolidation
or merge with, or purchase of the principal assets of, such predecessor or which are held
by the Insured for any purpose or in any capacity and whether so held by the Insured for
any purpose or in any capacity and whether so held gratuitously or not and whether or not
the Insured is liable therefor. |
| (c) | Forgery
means the signing of the name of another with the intent to deceive; it does not include
the signing of one's own name with or without authority, in any capacity, or for any purpose. |
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| (d) | Larceny
and Embezzlement as it applies to any named Insured means those acts as set forth in Section
37 of the Investment Company Act of 1940. |
| (e) | Items
of Deposit means any one or more checks and drafts. |
SECTION
2. EXCLUSIONS
THIS BOND DOES NOT COVER:
| (a) | loss
effected directly or indirectly by means of forgery or alteration of, on or in any instrument,
except when covered by Insuring Agreement (A), (D), (E) or (F). |
| (b) | loss
due to riot or civil commotion outside the United States of America and Canada; or loss due
to military, naval or usurped power, war or insurrection unless such loss occurs in transit
in the circumstances recited in Insuring Agreement (C) and unless, when such transit was
initiated, there was no knowledge of such riot, civil commotion, military, naval or usurped
power, war or insurrection on the part of any person acting for the Insured in initiating
such transit. |
| (c) | loss,
in time of peace or war, directly or indirectly caused by or resulting from the effects
of nuclear fission or fusion or radioactivity; provided, however, that this paragraph shall
not apply to loss resulting from industrial uses of nuclear energy. |
| (d) | loss
resulting from any wrongful act or acts of any person who is a member of the Board of Directors
of the Insured or a member of any equivalent body by whatsoever name known unless such
person is also an Employee or an elected official, partial owner or partner of the Insured
in some other capacity, nor, in any event, loss resulting from the act or acts of any person
while acting in the capacity of a member of such Board or equivalent body. |
| (e) | loss
resulting from the complete or partial nonpayment of, or default upon, any loan or transaction in the nature of, or amounting to, a
loan made by or obtained from the Insured or any of its partners, directors or Employees, whether authorized or unauthorized and
whether procured in good faith or through trick,
artifice, fraud or false pretenses, unless such loss is covered under Insuring Agreement (A), (E) or (F). |
| (f) | loss
resulting from any violation by the Insured or by any Employee |
| (1) | of
law regulating (a) the issuance, purchase or sale of securities, (b) securities transactions
upon Security Exchanges or over the counter market, (c) Investment Companies, or (d) Investment
Advisors, or |
| (2) | of
any rule or regulation made pursuant to any such law. |
| | unless
such loss, in the absence of such laws, rules or regulations, would be covered under Insuring Agreements (A) or (E). |
| (g) | loss
of Property or loss of privileges through the misplacement or loss of Property as set forth
in Insuring Agreement (C) or (D) while the Property is in the custody of any armored motor
vehicle company, unless such loss shall be in excess of the amount recovered or received
by the Insured under (a) the Insured's contract with said armored motor vehicle company,
(b) insurance carried by said armored motor vehicle company for the benefit of users of
its service, and (c) all other insurance and indemnity in force in whatsoever form carried
by or for the benefit of users of said armored motor vehicle company's service, and then
this Bond shall cover only such excess. |
| (h) | potential
income, including but not limited to interest and dividends, not realized by the Insured
because of a loss covered under this Bond, except as included under Insuring Agreement (I). |
| (i) | all
damages of any type for which the Insured is legally liable, except direct compensatory damages
arising from a loss covered under this Bond. |
| (j) | loss
through the surrender of Property away from an office of the Insured as a result of a threat |
| (1) | to
do bodily harm to any person, except loss of Property in transit in the custody of any person acting as messenger
provided that when such transit was initiated there was no knowledge by the Insured of any such threat, or |
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| (2) | to
do damage to the premises or Property of the Insured, except when covered under Insuring
Agreement (A). |
| (k) | all
costs, fees and other expenses incurred by the Insured in establishing the existence of or
amount of loss covered under this Bond unless such indemnity is provided for under Insuring
Agreement (I). |
| (l) | loss
resulting from payments made or withdrawals from the account of a customer of the Insured,
shareholder or subscriber to shares involving funds erroneously credited to such account,
unless such payments are made to or withdrawn by such depositor or representative of such
person, who is within the premises of the drawee bank of the Insured or within the office
of the Insured at the time of such payment or withdrawal or unless such payment is covered
under Insuring Agreement (A). |
| (m) | any
loss resulting from Uncollectible Items of Deposit which are drawn from a financial institution
outside the fifty states of the United States of America, District of Columbia, and territories
and possessions of the United States of America, and Canada. |
SECTION
3. ASSIGNMENT OF RIGHTS
This
Bond does not afford coverage in favor of any Employers of temporary personnel or of processors as set forth in sub-sections (6) and
(7) of Section 1(a) of this Bond, as aforesaid, and upon payment to the insured by the Underwriter on account of any loss through
dishonest or fraudulent act(s) including Larceny or Embezzlement committed by any of the partners, officers or employees of such
Employers, whether acting alone or in collusion with others, an assignment of such of the Insured's rights and causes of action as
it may have against such Employers by reason of such acts so committed shall, to the extent of such payment, be given by the Insured
to the Underwriter, and the Insured shall execute all papers necessary to secure to the Underwriter the rights herein provided
for.
SECTION
4. LOSS-NOTICE-PROOF-LEGAL PROCEEDINGS
This
Bond is for the use and benefit only of the Insured named in the Declarations and the Underwriter shall not be liable hereunder for loss
sustained by anyone other than the Insured unless the Insured, in its sole discretion and at its option, shall include such loss in the
Insured's proof of loss. At the earliest practicable moment after discovery of any loss hereunder the Insured shall give the Underwriter
written notice thereof and shall also within six months after such discovery furnish to the Underwriter affirmative proof of loss with
full particulars. If claim is made under this Bond for loss of securities or shares, the Underwriter shall not be liable unless each
of such securities or shares is identified in such proof of loss by a certificate or Bond number or, where such securities or shares
are uncertificated, by such identification means as agreed to by the Underwriter. The Underwriter shall have thirty days after notice
and proof of loss within which to investigate the claim, and this shall apply notwithstanding the loss is made up wholly or in part of
securities of which duplicates may be obtained. Legal proceedings for recovery of any loss hereunder shall not be brought prior to the
expiration of sixty days after such proof of loss is filed with the Underwriter nor after the expiration of twenty-four months from the
discovery of such loss, except that any action or proceeding to recover hereunder on account of any judgment against the Insured in any
suit mentioned in General Agreement C or to recover attorneys' fees paid in any such suit, shall be begun within twenty-four months from
the date upon which the judgment in such suit shall become final. If any limitation embodied in this Bond is prohibited by any law controlling
the construction hereof, such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted
by such law.
Discovery
occurs when the Insured
| (a) | becomes
aware of facts, or |
| (b) | receives
written notice of an actual or potential claim by a third party which alleges that the Insured
is liable under circumstance |
which
would cause a reasonable person to assume that a loss covered by the Bond has been or will be incurred even though the exact amount or
details of loss may not be then known.
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SECTION
5. VALUATION OF PROPERTY
The
value of any Property, except books of accounts or other records used by the Insured in the conduct of its business, for the loss of
which a claim shall be made hereunder, shall be determined by the average market value of such Property on the business day next preceding
the discovery of such loss; provided, however, that the value of any Property replaced by the Insured prior to the payment of claim
therefor shall be the actual market value at the time of replacement; and further provided that in case of a loss or misplacement of
interim certificates, warrants, rights, or other securities, the production which is necessary to the exercise of subscription, conversion,
redemption or deposit privileges, the value thereof shall be the market value of such privileges immediately preceding the expiration
thereof if said loss or misplacement is not discovered until after their expiration. If no market price is quoted for such Property or
for such privileges, the value shall be fixed by agreement between the parties or by arbitration.
In
case of any loss or damage to Property consisting of books of accounts or other records used by the Insured in the conduct of its business,
the Underwriter shall be liable under this Bond only if such books or records are actually reproduced and then for not more than the
cost of blank books, blank pages or other materials plus the cost of labor for the actual transcription or copying of data which shall
have been furnished by the Insured in order to reproduce such books and other records.
SECTION
6. VALUATION OF PREMISES AND FURNISHINGS
In
case of damage to any office of the Insured, or loss of or damage to the furnishings, fixtures, stationary, supplies, equipment, safes
or vaults therin, the Underwriter shall not be liable for more than the actual cash value thereof, or for more than the actual cost
of their replacement or repair. The Underwriter may, at its election, pay such actual cash value or make such replacement or repair.
If the Underwriter and the Insured cannot agree upon such cash value or such cost or replacement or repair, such shall be determined
by arbitration.
SECTION
7. LOST SECURITIES
If
the Insured shall sustain a loss of securities the total value of which is in excess of the limit stated in Item 3 of the Declarations
of this Bond, the liability of the Underwriter shall be limited to payment for, or duplication of, securities having value equal to
the limit stated in Item 3 of the Declarations of this Bond.
If
the Underwriter shall make payment to the Insured for any loss of securities, the Insured shall thereupon assign to the Underwriter all
of the Insured's rights, title and interests in and to said securities.
With
respect to securities the value of which do not exceed the Deductible Amount (at the time of the discovery of the loss) and for which
the Underwriter may at its sole discretion and option and at the request of the Insured issue a Lost Instrument Bond or Bonds to effect
replacement thereof, the Insured will pay the usual premium charged therefor and will indemnify the Underwriter against all loss or expense
that the Underwriter may sustain because of the issuance of such Lost Instrument Bond or Bonds.
With
respect to securities the value of which exceeds the Deductible Amount (at the time of discovery of the loss) and for which the Underwriter
may issue or arrange for the issuance of a Lost Instrument Bond or Bonds to effect replacement thereof, the Insured agrees that it will
pay as premium therefor a proportion of the usual premium charged therefor, said proportion being equal to the percentage that the Deductible
Amount bears to the value of the securities upon discovery of the loss, and that it will indemnify the issuer of said Lost Instrument
Bond or Bonds against all loss and expense that is not recoverable from the Underwriter under the terms and conditions of this INVESTMENT
COMPANY BOND subject to the Limit of Liability hereunder.
SECTION
8. SALVAGE
In
case of recovery, whether made by the Insured or by the Underwriter, on account of any loss in excess of the Limit of Liability hereunder
plus the Deductible Amount applicable to such loss from any source other than suretyship, insurance, reinsurance, security or indemnity
taken by or for the benefit of the Underwriter, the net amount of such recovery, less the actual costs and expenses of making same, shall
be applied to reimburse the Insured
in full for the excess portion of such loss, and the remainder, if any, shall be paid first in reimbursement of the Underwriter and thereafter
in reimbursement of the Insured for that part of such loss within the Deductible Amount. The Insured shall execute all necessary papers
to secure to the Underwriter the rights provided for herein.
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SECTION
9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
At
all times prior to termination hereof this Bond shall continue in force for the limit stated in the applicable sections of Item 3 of
the Declarations of this Bond notwithstanding any previous loss for which the Underwriter may have paid or be liable to pay hereunder;
PROVIDED, however, that regardless of the number of years this Bond shall continue in force and the number of premiums which shall be
payable or paid, the liability of the Underwriter under this Bond with respect to all loss resulting form
| (a) | any
one act of burglary, robbery or hold-up, or attempt thereat, in which no Partner or Employee
is concerned or implicated shall be deemed to be one loss, or |
| (b) | any
one unintentional or negligent act on the part of any one person resulting in damage to or
destruction or misplacement of Property, shall be deemed to be one loss, or |
| (c) | all
wrongful acts, other than those specified in (a) above, of any one person shall be deemed to be one loss, or |
| (d) | all
wrongful acts, other than those specified in (a)
above, of one or more persons (which dishonest act(s) or act(s) of Larceny or Embezzlement include, but are not limited to, the
failure of an Employee to report such acts of others) whose dishonest act or acts intentionally or unintentionally, knowingly or
unknowingly, directly or indirectly, aid or aids in any way, or permits the continuation of, the dishonest act or acts of any other
person or persons shall be deemed to be one loss with the act or acts of the persons aided, or |
| (e) | any
one casualty or event other than those specified in (a), (b), (c) or (d) preceding, shall
be deemed to be one loss, and shall be limited to the applicable Limit of Liability stated
in Item 3 of
the Declarations of this Bond irrespective of the total amount of such loss or losses and shall not be cumulative in amounts from year
to year or from period to period. |
Sub-section
(c) is not applicable to any situation to which the language of sub-section (d) applies.
SECTION
10. LIMIT OF LIABILITY
With
respect to any loss set forth in the PROVIDED clause of Section 9 of this Bond which is recoverable or recovered in whole or in part
under any other Bonds or Policies issued by the Underwriter to the Insured or to any predecessor in interest of the Insured and terminated
or cancelled or allowed to expire and in which the period for discovery has not expired at the time any such loss thereunder is discovered,
the total liability of the Underwriter under this Bond and under other Bonds or Policies shall not exceed, in the aggregate, the amount
carried hereunder on such loss or the amount available to the Insured under such other Bonds, or Policies, as limited by the terms and
conditions thereof, for any such loss if the latter amount be the larger.
SECTION
11. OTHER INSURANCE
If
the Insured shall hold, as indemnity against any loss covered hereunder, any valid and enforceable insurance or suretyship, the Underwriter
shall be liable hereunder only for such amount of such loss which is in excess of the amount of such other insurance or suretyship,
not exceeding, however, the Limit of Liability of this Bond applicable to such loss.
SECTION
12. DEDUCTIBLE
The
Underwriter shall not be liable under any of the Insuring Agreements of this Bond on account of loss as specified, respectively, in
sub-sections (a), (b), (c), (d) and (e) of Section 9, Non-Reduction And Nonaccumulation Of Liability And Total Liability, unless the
amount of such loss, after deducting the net amount of all reimbursement and/or recovery obtained or made by the insured, other than
from any Bond or Policy of insurance issued by an insurance company and covering such loss, or by the Underwriter on account thereof
prior to payment by the Underwriter of such loss, shall exceed the Deductible Amount set forth in Item 3 of the Declarations hereof
(herein called Deductible Amount) and then for such excess only, but in no event for more than the applicable Limit of Liability
stated in Item 3 of the Declarations.
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The
Insured will bear, in addition to the Deductible Amount, premiums on Lost Instrument Bonds as set forth in Section 7.
There
shall be no deductible applicable to any loss under Insuring Agreement A sustained by any Investment Company named as Insured herein.
SECTION
13. TERMINATION
The
Underwriter may terminate this Bond as an entirety by furnishing written notice specifying the termination date which cannot be prior
to 90 days after the receipt of such written notice by each Investment Company named as Insured and the Securities and Exchange Commission,
Washington, D.C. The Insured may terminate this Bond as an entirety by furnishing written notice to the Underwriter. When the Insured
cancels, the Insured shall furnish written notice to the Securities and Exchange Commission, Washington, D.C. prior to 90 days before
the effective date of the termination. The Underwriter shall notify all other Investment Companies named as Insured of the receipt of
such termination notice and the termination cannot be effective prior to 90 days after receipt of written notice by all other Investment
Companies. Premiums are earned until the termination date as set forth herein.
This
Bond will terminate as to any one Insured, (other than a registered management investment company), immediately upon taking over of such
Insured by a receiver or other liquidator or by State or Federal officials, or immediately upon the filing of a petition under any State
or Federal statute relative to bankruptcy or reorganization of the Insured, or assignment for the benefit of creditors of the Insured,
or immediately upon such Insured ceasing to exist, whether through merger into another entity, or by disposition of all of its assets.
This
Bond will terminate as to any registered management investment company upon the expiration of 90 days after written notice has been
given to the Securities and Exchange Commission, Washington, D.C.
The
Underwriter shall refund the unearned premium computed as short rates in accordance with the standard short rate cancellation tables
if terminated by the Insured or pro rata if terminated for any other reason.
This
Bond shall terminate
| (a) | as
to any Employee as soon as any partner, officer or supervisory Employee of the Insured, who
is not in collusion with such Employee, shall learn of any dishonest or fraudulent act(s),
including Larceny or Embezzlement on the part of such Employee without prejudice to the loss
of any Property then in transit in the custody of such Employee and upon the expiration of
ninety (90) days after written notice has been given to the Securities and Exchange Commission,
Washington, D.C. (See Section 16(d)) and to the Insured Investment Company, or |
| (b) | as
to any Employee 90 days after receipt by each Insured and by the Securities and Exchange
Commission of a written notice from the Underwriter of its desire to terminate this Bond
as to such Employee, or |
| (c) | as
to any person, who is a partner, officer or employee of any Electronic Data Processor covered
under this Bond, from and after the time that the Insured or any partner or officer thereof
not in collusion with such person shall have knowledge of information that such person has
committed any dishonest or fraudulent act(s), including Larceny or Embezzlement in the service
of the Insured or otherwise, whether such act be committed before or after the time this
Bond is effective. |
SECTION
14. RIGHTS AFTER TERMINATION OR CANCELLATION
At
any time prior to the termination or cancellation of this Bond as an entirety, whether by the Insured or the Underwriter, the Insured
may give to the Underwriter notice that it desires under this Bond an additional period of 12 months within which to discover loss sustained
by the Insured prior to the effective date of such termination or cancellation and shall pay an additional premium therefor.
Upon
receipt of such notice from the Insured, the Underwriter shall give its written consent thereto: provided, however, that such additional
period of time shall terminate immediately;
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| (a) | on
the effective date of any other insurance obtained by the Insured, its successor in business
or any other party, replacing in whole or in part the insurance afforded by this Bond, whether
or not such other insurance provides coverage for loss sustained prior to its effective date,
or |
| (b) | upon
takeover of the Insured's business by any State or Federal official or agency, or by any
receiver or liquidator, acting or appointed for this purpose without the necessity of the
Underwriter giving notice of such termination. In the event that such additional period of
time is terminated, as provided above, the Underwriter shall refund any unearned premium. |
The
right to purchase such additional period for the discovery of loss may not be exercised by any State or Federal official or agency, or
by any receiver or liquidator, acting or appointed to take over the Insured's business for the operation or for the liquidation thereof
or for any other purpose.
SECTION
15. CENTRAL HANDLING OF SECURITIES
Securities
included in the systems for the central handling of securities established and maintained by Depository Trust Company, Midwest Depository
Trust Company, Pacific Securities Depository Trust Company, and Philadelphia Depository Trust Company, hereinafter called Corporations,
to the extent of the Insured's interest therein as effective by the making of appropriate entries on the books and records of such Corporations
shall be deemed to be Property.
The
words "Employee" and "Employees" shall be deemed to include the officers, partners, clerks and other employees
of the New York Stock Exchange, Boston Stock Exchange, Midwest Stock Exchange, Pacific Stock Exchange and Philadelphia Stock
Exchange, hereinafter called Exchanges, and of the above named Corporations, and of any nominee in whose name is registered any
security included within the systems for the central handling of securities established and maintained by such Corporations, and any
employee of any recognized service company, while such officers, partners, clerks and other employees and employees of service
companies perform services for such Corporations in the operation of such systems. For the purpose of the above definition a
recognized service company shall be any company providing clerks or other personnel to said Exchanges or Corporation on a contract
basis.
The
Underwriter shall not be liable on account of any loss(es) in connection with the central handling of securities within the systems established
and maintained by such Corporations, unless such loss(es) shall be in excess of the amount(s) recoverable or recovered under any Bond
or Policy if insurance indemnifying such Corporations, against such loss(es), and then the Underwriter shall be liable hereunder only
for the Insured's share of such excess loss(es), but in no event for more than the Limit of Liability applicable hereunder.
For
the purpose of determining the Insured's share of excess loss(es) it shall be deemed that the Insured has an interest in any certificate
representing any security included within such systems equivalent to the interest the Insured then has in all certificates representing
the same security included within such systems and that such Corporation shall use their best judgment in apportioning the amount(s)
recoverable or recovered under any Bond or Policy of insurance indemnifying such Corporations against such loss(es) in connection with
the central handling of securities within such systems among all those having an interest as recorded by appropriate entries in the
books and records of such Corporations in Property involved in such loss(es) on the basis that each such interest shall share in the
amount(s) so recoverable or recovered in the ratio that the value of each such interest bears to the total value of all such interests
and that the Insured's share of such excess loss(es) shall be the amount of the Insured's interest in such Property in excess of the
amount(s) so apportioned to the Insured by such Corporations.
This
Bond does not afford coverage in favor of such Corporations or Exchanges or any nominee in whose name is registered any security included
within the systems for the central handling of securities established and maintained by such Corporations, and upon payment to the Insured
by the Underwriter on account of any loss(es) within the systems, an assignment of such of the Insured's rights and causes of action
as it may have against such Corporations or Exchanges shall to the extent of such payment, be given by the Insured to the Underwriter,
and the Insured shall execute all papers necessary to secure to the Underwriter the rights provided for herein.
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SECTION
16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If
more than one corporation, co-partnership or person or any combination of them be included as the Insured herein:
| (a) | the
total liability of the Underwriter hereunder for loss or losses sustained by any one or more
or all of them shall not exceed the limit for which the Underwriter would be liable hereunder
if all such loss were sustained by any one of them. |
| (b) | the
one first named herein shall be deemed authorized to make, adjust and receive and enforce
payment of all claims hereunder and shall be deemed to be the agent of the others for such
purposes and for the giving or receiving of any notice required or permitted to be given
by the terms hereof, provided that the Underwriter shall furnish each named Investment Company
with a copy of the Bond and with any amendment thereto, together with a copy of each formal
filing of the settlement of each such claim prior to the execution of such settlement, |
| (c) | the
Underwriter shall not be responsible for the proper application of any payment made hereunder
to said first named Insured, |
| (d) | knowledge
possessed or discovery made by any partner, officer or supervisory Employee of any Insured
shall for the purpose of Section 4 and Section 13 of this Bond constitute knowledge or discovery
by all the Insured, and |
| (e) | if
the first named Insured ceases for any reason to be covered under this Bond, then the Insured
next named shall thereafter be considered as the first named Insured for the purposes of
this Bond. |
SECTION
17. NOTICE AND CHANGE OF CONTROL
Upon
the Insured's obtaining knowledge of a transfer of its outstanding voting securities which results in a change in control (as set
forth in Section 2(a) (9) of the Investment Company Act of 1940) of the Insured, the Insured shall within thirty (30) days of such
knowledge give written notice to the Underwriter setting forth:
| (a) | the
names of the transferors and transferees (or the names of the beneficial owners if the voting
securities are requested in another name), and |
| (b) | the
total number of voting securities owned by the transferors and the transferees (or the beneficial
owners), both immediately before and after the transfer, and |
| (c) | the
total number of outstanding voting securities. |
As
used in this section, control means the power to exercise a controlling influence over the management or Policies of the Insured.
Failure
to give the required notice shall result in termination of coverage of this Bond, effective upon the date of stock transfer for any loss
in which any transferee is concerned or implicated.
Such
notice is not required to be given in the case of an Insured which is an Investment Company.
SECTION
18. CHANGE OR MODIFICATION
This
Bond or any instrument amending or effecting same may not be changed or modified orally. No changes in or modification thereof shall
be effective unless made by written Endorsement issued to form a part hereof over the signature of the Underwriter's Authorized Representative.
When a Bond covers only one Investment Company no change or modification which would adversely affect the rights of the Investment Company
shall be effective prior to 60 days after written notification has been furnished to the Securities and Exchange Commission, Washington,
D.C. by the Insured or by the Underwriter. If more than one Investment Company is named as the Insured herein, the Underwriter shall
give written notice to each Investment Company and to the Securities and Exchange Commission, Washington, D.C. not less than 60 days
prior to the effective date of any change or modification which would adversely affect the rights of such Investment Company.
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FI 88 01 (Ed. 10 11)
FORMS AND RIDERS SCHEDULE
It is hereby understood and agreed the following forms and riders
are attached to and are a part of this bond:
Form No. |
/ Edition |
Date Added *
or
Date Deleted |
Form Description |
Rider
No.
(if
applicable) |
FI7510 |
11-16 |
|
Investment Company Bond Dec Page |
|
FI7511 |
08-15 |
|
Investment Company Bond Insuring Agreements |
|
SRF9808 |
08-95 |
|
Rider - Amended Section 4 |
1 |
SRF9808 |
08-95 |
|
Rider - Amended Insuring Agreement F |
2 |
FI7344 |
08-15 |
|
General Rider - Exclude All Non-Fungible Tokens |
3 |
FI7343 |
08-15 |
|
Joint Insured List |
4 |
FI7504 |
08-15 |
|
Newly Created Investment Companies |
5 |
FI7506 |
08-15 |
|
Insuring Agreement (L) Computer Systems |
6 |
FI7507 |
08-15 |
|
Insuring Agreement (M) Automated Phone Systems |
7 |
FI7508 |
08-15 |
|
Newly Established Funds |
8 |
IL7125 |
03-11 |
|
Named
Insured Endorsement |
|
FI7345 |
08-15 |
|
Confidential Information And Data Breach Clarifying
Rider |
9 |
FI7339 |
06-14 |
|
Virtual Or On-Line Peer
To Peer Mediums Of Exchange Exclusion |
10 |
IL7324 |
07-21 |
|
Global Sanction Endorsement |
|
FI7341 |
04-17 |
|
In-Witness Clause |
|
* If not at inception |
FI
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RIDER
NO. 1
To be attached to
and form part of Investment Company Bond
No. FS 2346444 13
00
In favor of Barings Corporate
Investors
Amended Section 4
It is agreed that:
| 1. | SECTION
4. is deleted in its entirety and replaced with the following: |
This bond is for the use and benefit only of the Insured named in the Declarations
and the Underwriter shall not be liable hereunder for loss sustained by anyone other than the Insured unless the Insured, in its sole
discretion and at its option, shall include such loss in the Insured's proof of loss. As soon as practicable no later than 60 days after
discovery of any loss hereunder the Insured shall give the Underwriter written notice thereof and shall also within six months after such
discovery furnish to the Underwriter affirmative proof of loss with full particulars. If claim is made under this bond for loss of securities
or shares, the Underwriter shall not be liable unless each of such securities or shares is identified in such proof of loss by a certificate
or bond number or, where such securities or shares are uncertificated, by such identification means as agreed to by the Underwriter. The
Underwriter shall have thirty days after notice and proof of loss within which to investigate the claim, and this shall apply notwithstanding
the loss is made up wholly or in part of securities of which duplicates may be obtained. Legal proceedings for recovery of any loss hereunder
shall not be brought prior to the expiration of sixty days after such proof of loss is filed with the Underwriter nor after the expiration
of twenty-four months from the discovery of such loss, except that any action or proceeding to recover hereunder on account of any judgment
against the Insured in any suit mentioned in General Agreement C or to recover attorneys' fees paid in any such suit, shall be begun within
twenty-four months from the date upon which the judgment in such suit shall become final. If any limitation embodied in this bond is prohibited
by any law controlling the construction hereof, such limitation shall be deemed to be amended so as to be equal to the minimum period
of limitation permitted by such law.
Discovery
occurs when an officer with the title of Vice President or higher
(a.) | | becomes aware of facts, or |
(b.) | | receives written notice of an actual or potential claim by
a third party which alleges that the Insured is liable under circumstance. |
which would cause a reasonable
person to assume that a loss covered by the bond has been or will be incurred even though the exact amount or details of loss may not
be then known.
| 2. | This
rider shall be come effective as of 12:01 a.m. on 08/02/2022 standard time. |
SRF 9808 (Ed. 08/95) |
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RIDER
NO. 2
To be attached to and form part of Investment
Company Bond
No. FS 2346444 13 00
In favor of Barings Corporate Investors
Amended Insuring Agreement
F
It is agreed that:
| 1. | Insuring
Agreement (F) Counterfeit Currency, is hereby amended by deleting the words:
"of the
United States of America or Canada", and substituting "of any country in the world." |
| 2. | This rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
SRF 9808 (Ed. 08/95) |
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FI 73 44 (Ed. 08/15)
RIDER
NO. 3
Exclude
All Non-Fungible Tokens
To be attached to
and form part of Investment Company Bond
Bond No. FS 2346444
13 00
In favor of Barings
Corporate Investors
This Rider amends Section
2. Exclusions to include the following:
1. | | It
is agreed that this Bond does not afford coverage under any of the Insuring Agreements for
any loss, damage, claim, occurrence, or suit arising out of, in whole or in part, or in any
way related to, any Non-Fungible Token. All coverage for Non-Fungible Tokens
is excluded from all Insuring Agreements. |
2. | | Section
1.Definitions is amended to include: |
Non-Fungible Token,
also known as "NFT," means any unique digital identifier connected to any digital ledger technology which may be used to certify authenticity
or ownership of anything, including but not limited to any digital, tangible, or intangible item, but cannot be substituted or exchanged
for any similar item. However, the definition of Non-Fungible Token does not mean or include Cryptocurrency.
The title and any headings
in this rider are solely for your convenience and form no part of the terms and conditions of coverage.
3. | | Nothing
herein contained shall be held to vary, alter, waive or extend any of the terms, conditions,
provisions, agreements or limitations of the above mentioned Bond other than as stated herein. |
4. | | This
Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 73 44 (Ed. 08/15) |
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FI 73 43 (Ed. 08/15)
RIDER
NO. 4
JOINT
INSURED LIST
To be attached to and form part of INVESTMENT
COMPANY BOND,
Bond No. FS 2346444 13 00
In favor of Barings Corporate Investors
See IL7125
It is
agreed that:
| 1. | At the request of the Insured, the Underwriter adds to the list of Insured under the attached bond the
following: |
Barings Participation Investors
Barings Global Short Duration High Yield Fund
| 2. | Nothing herein contained shall be held to vary, alter, waive, or extend
any of the terms, conditions, provisions, agreements, or limitations of the above mentioned bond other than as stated herein. |
| 3. | This Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 73 43 (Ed. 08/15) |
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FI 75 04 (Ed. 08/15)
RIDER
NO. 5
NEWLY
CREATED INVESTMENT COMPANIES
To be attached to and form part of INVESTMENT
COMPANY BOND,
Bond
No. FS 2346444 13 00
In favor of Barings Corporate Investors
See IL7125
It is agreed that:
| 1. | Item
1. Named of Insured on the Declarations Page shall include any existing Investment Company or
portfolios which are not listed under the Joint Insured Rider of the attached bond. It shall also include any Newly Created Investment
Company or portfolio provided that the Insured shall submit to the Underwriter, following the end of the Bond Period, a list of all newly
created portfolios and copies of any prospectuses and statements of additional information relating to such newly created Investment Companies
or portfolios unless said prospectus and statements of additional information have been previously submitted. |
Following the end of the Bond Period, any newly created Investment Company
or portfolio created during the Bond Period, will continue to be an Insured only if the Underwriter is notified as set forth in the above
paragraph, the information required herein is provided to the Underwriter, and the Underwriter acknowledges the addition of such newly
created Investment Company or portfolio to the bond by a Rider of this bond.
| 2. | It
is further agreed that the following definition is added to Conditions
and Limitations - Section 1. Definitions: |
(g) | | Newly created Investment Company or portfolio shall mean any Investment Company or portfolio
for which registration with the SEC has been declared. |
| 3. | Nothing herein contained shall be held to vary, alter, waive, or extend any of the
terms, conditions, provisions, agreements, or limitations of the above mentioned bond other than as stated herein. |
| 4. | This Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 75 04 (Ed. 08/15) |
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FI 75 06 (Ed. 08/15)
RIDER
NO. 6
INSURING AGREEMENT (L) COMPUTER
SYSTEMS
To be attached to and form part of INVESTMENT
COMPANY BOND,
Bond No. FS 2346444 13 00
In favor of Barings Corporate Investors
See IL7125
It is agreed that:
| 1. | The
attached bond is hereby amended by adding to it an additional Insuring
Agreement as follows: |
INSURING AGREEMENT (L)
- COMPUTER SYSTEMS
Loss resulting directly from a fraudulent
| (1) | entry of data into, or |
| (2) | change of data elements or programs within a Computer System; provided
that fraudulent entry or change causes |
| (a) | Property to be transferred paid or delivered, |
| (b) | an account of the Insured, or of its customer, to be added, deleted, debited or credited, or |
| (c) | an unauthorized account or a fictitious account to be debited or credited; |
| (3) | voice instructions or advices having been transmitted to the Insured
or its agent(s) by telephone; and provided further, the fraudulent entry or change is made or caused by an individual acting with the
manifest intent to: |
| (a) | cause the Insured or its agent(s) to sustain a loss, and |
| (b) | obtain financial benefit for that individual or for other persons intended
by that individual to receive a financial benefit, |
| (c) | and further provided such voice instructions or advices: |
| (i) | were made by a person who purported to represent an individual authorized
to make such voice instructions or advices; and |
(ii)
were electronically recorded by the Insured or its agent(s).
| (4) | It shall be a condition to recovery under the Computer Systems
Rider that the Insured or its agent(s) shall to the best of their ability electronically record all voice instructions or advices
received over the telephone. The Insured or its agent(s) warrant that they shall make their best efforts to maintain the electronic
recording system on a continuous basis. Nothing, however, in this Rider shall bar the Insured from recovery where no recording is
available because of mechanical failure of the device used in making such recording, or because of failure of the media used to
record a conversation from any cause, or error or omission of any Employee(s) or agent(s) of the Insured. |
FI 75 06 (Ed. 08/15) |
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SCHEDULE OF SYSTEMS
Any System Utilized by the Insured
| 2. | As used in this Rider, Computer System means: |
| (a) | computers with related peripheral components, including storage components, wherever located, |
| (b) | systems and applications software, |
| (d) | related communication networks or customer communication systems, and |
| (e) | related Electronic Funds Transfer Systems, |
by which data are electronically collected, transmitted,
processed, stored, and retrieved.
| 3. | In addition to the Exclusions in the attached bond, the following Exclusions
are applicable to this Insuring Agreement: |
| (a) | loss resulting directly or indirectly from the theft of confidential information, material or data:
and |
| (b) | loss resulting directly or indirectly from entries or changes made by
an individual authorized to have access to a Computer System who acts in good faith on instructions, unless such instructions are given
to that individual by a software contractor (or by a partner, officer or employee thereof) authorized by the Insured to design, develop,
prepare, supply service, write or implement programs for the Insured's Computer System. |
| 4. | The following portions of the attached bond are not applicable to this Rider: |
| (a) | the initial paragraph of the bond preceding the Insuring Agreements which
reads "...at any time but discovered during the Bond Period." |
| (b) | Conditions
and Limitations - Section 9. Non-Reduction and Non-Accumulation of Liability and Total Liability |
| (c) | Conditions
and Limitations - Section 10. Limit of Liability |
| 5. | The coverage afforded by this Rider applies only to loss discovered by
the Insured during the period this Rider is in force. |
| 6. | All loss or series of losses involving the fraudulent activity of one individual,
or involving fraudulent activity in which one individual is implicated, whether or not that individual is specifically identified, shall
be treated as one loss. A series of losses involving unidentified individuals but arising from the same method of operation may be deemed
by the Underwriter to involve the same individual and in that event shall be treated as one loss. |
| 7. | The Limit of Liability for the coverage provided by this Rider shall be $ 2,100,000. |
| 8. | The Underwriter shall be liable hereunder for the amount by which one
loss shall be in excess of $ 10,000. (herein called the Deductible Amount) but not in excess of the Limit of Liability stated above. |
FI 75 06 (Ed. 08/15) |
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| 9. | If any loss is covered under this Insuring Agreement and any other Insuring Agreement or Coverage, the maximum amount payable for such
loss shall not exceed the largest amount available under any one Insuring Agreement or Coverage. |
| 10. | Coverage under this Rider shall terminate upon termination or cancellation
of the bond to which this Rider is attached. Coverage under this Rider may also be terminated or cancelled without canceling the bond
as an entirety: |
| (a) | 90 days after receipt by the Insured of written notice from the Underwriter
of its desire to terminate or cancel coverage under this Rider, or |
| (b) | immediately upon receipt by the Underwriter of a written request from
the Insured to terminate or cancel coverage under this Rider. |
The Underwriter shall refund to the Insured the unearned
premium for this coverage under this Rider. The refund shall be computed at short rates if this Rider is terminated or cancelled or reduces
by notice from, or at the insistence of the Insured.
| 11. | Conditions
and Limitations - Section 4. Loss-Notice-Proof-Legal Proceedings is
amended by adding the following sentence: |
Proof of loss resulting from Voice Instructions or advices
covered under this bond shall include Electronic Recording of such Voice Instructions of advices.
| 12. | Notwithstanding the foregoing, however, coverage afforded by this Rider
is not designed to provide protection against loss covered under a separate Electronic and Computer Crime Policy by whatever title assigned
or by whatever Underwriter written. Any loss which is covered under such separate policy is excluded from coverage under this bond; and
the Insured agrees to make claim for such loss under its separate policy. |
| 13. | Nothing herein contained shall be held to vary, alter, waive, or extend
any of the terms, conditions, provisions, agreements, or limitations of the above mentioned bond other than as stated herein. |
| 14. | This Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 75 06 (Ed. 08/15) |
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FI 75 07 (Ed. 08/15)
RIDER
NO. 7
INSURING AGREEMENT (M) AUTOMATED
PHONE SYSTEMS
To be attached to and form part of INVESTMENT
COMPANY BOND,
Bond No. FS 2346444 13 00
In favor of
Barings Corporate Investors
See IL7125
It is agreed that:
| 1. | The
attached bond is hereby amended by adding to it an additional Insuring
Agreement as follows: |
INSURING AGREEMENT (M) AUTOMATED
PHONE SYSTEMS
Loss caused by an Automated Phone System ("APS") Transaction,
where the request for such APS Transaction is unauthorized or fraudulent and is made with the manifest intent to deceive; provided, that
the entity which receives such request generally maintains and follows during the Bond Period all APS Designated Procedures with respect
to APS Transaction. The unintentional isolated failure of such entity to maintain and follow a particular APS Designated Procedure in
a particular APS Designated Procedure in a particular instance shall not preclude coverage under this Insuring Agreement, subject to the
exclusions herein and in the bond.
| 1. | Definitions: The following terms as used in this Insuring Agreement shall have the following meanings: |
| (a) | "APS Transaction" means any APS Redemption, APS Exchange or APS Election. |
| (b) | "APS Redemption" means any redemption of shares issued by an
Investment Company which is requested over the telephone by means of information transmitted by an individual caller through use of a
telephone keypad. |
| (c) | "APS Election" means any election concerning dividend options
available to Fund shareholders which is made over the telephone by means of information transmitted by an individual caller through use
of a telephone keypad. |
| (d) | "APS Exchange" means any exchange of shares in a registered
account of one Fund into shares in an identically registered account of another Fund in the same complex pursuant to exchange privileges
of the two Funds, which exchange is requested over the telephone by means of information transmitted by an individual caller through use
of a telephone keypad. |
| (e) | "APS Designated Procedures" means all of the following procedures: |
| (1) | Election in Application: No APS Redemption shall be executed unless the
shareholder to whose account such an APS Redemption relates has previously elected by Official Designation to permit such APS Redemption. |
| (2) | Logging: All APS Transaction requests shall be logged or otherwise recorded,
so as to preserve all of the information transmitted by an individual caller through use of telephone keypad in the course of such a request,
and the records shall be retained for at least six months. |
FI 75 07 (Ed. 08/15) |
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| (a) | Information contained in the records shall be capable of being retrieved
through the following methods: audio tape and or transactions stored on computer disks |
| (b) | Information contained in the records shall be capable of being retrieved
and produced within a reasonable time after retrieval of specific information is requested, at a success rate of no loss than 85 percent. |
| (3) | Identity Test: The identity of the caller in any request for an APS Transaction
shall be tested before executing that APS Transaction by requiring the entry by the caller of a confidential personal identification number
("PIN") |
| (a) | Limited Attempts to Enter PIN: IF the caller fails to enter a correct
PIN within three attempts, the caller must not be allowed additional attempts during the same (telephone call/twenty-four hour day) to
enter the PIN. The caller may either be instructed to redial a customer service representative or may be immediately connected to such
a representative. |
| (4) | Written Confirmation: A written confirmation of any APS Transaction shall
be mailed to the shareholder(s) to whose account such APS Transaction relates, at the original record address, by the end of the Insured's
next regular processing cycle, but in no event later than five business days following such APS Transaction. |
| (5) | Access to APS Equipment: Access to the equipment which permits the entity
receiving the APS Transaction request to process and effect the transaction shall be limited in the following manner: |
DSY Systems, Inc. and U.S. Bancorp Fund Services, LLC
| 2. | Exclusions: It is further understood and agreed that this extension shall not cover: |
| (a) | Any
loss covered under Insuring Agreement
(A) Fidelity, of this bond; |
| (1) | The redemption of shares, where the proceeds of such redemption are made payable to other-than |
| (i) | the shareholder of record, or |
| (ii) | a person officially Designated to receive redemption proceeds,
or |
| (iii) | a bank account officially Designated to receive redemption
proceeds, or |
| (2) | The redemption of shares, where the proceeds of such redemption are paid
by check mailed to any address, unless such address has either been |
| (i) | designated by voice over the telephone or in writing without a signature
guarantee, in either case at least thirty(30) days prior to such redemption, or |
| (ii) | officially Designated, or |
| (iii) | verified by any other procedures which may be stated below
in this Rider, or |
| (3) | The redemption of shares, where the proceeds of such redemption are paid
by wire transfer to other than the shareholder's officially Designated bank account, or |
| (4) | the Intentional failure to adhere to one or more APS Designated Procedures. |
FI 75 07 (Ed. 08/15) |
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| 2. | Nothing herein contained shall be held to vary, alter, waive, or extend
any of the terms, conditions, provisions, agreements, or limitations of the above mentioned bond other than as stated herein. |
| 3. | This Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 75 07 (Ed. 08/15) |
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FI 75 08 (Ed. 08/15)
RIDER
NO. 8
NEWLY ESTABLISHED FUNDS
To be attached to and form part of INVESTMENT
COMPANY BOND,
Bond No. FS 2346444 13 00
In favor of
Barings Corporate Investors
See IL7125
It is agreed that:
| 1. | If
the Insured shall, while this bond is in force, establish any new funds
other than by consolidation or merger with, purchase or acquisition of assets or liabilities of another institution, such funds shall
automatically be covered, hereunder from the date of such establishment without the payment of additional premium for the remainder of
the Bond Period. |
| 2. | Notice
of any newly established funds during the Bond Period are to be made to
the Underwriter at the earliest practicable moment and prior to the expiration date of the attached bond. |
| 3. | If
the Insured shall, while this bond is in force, require an increase in the Limit of Liability
of Insuring Agreement (A) Fidelity
in order to comply with the Securities and Exchange Commission Rule 17g-1 of the
Investment Company Act of 1940 (17 Code of Federal Regulations § 270.17g-1) due to an
increase in asset size of the currently named funds or via the addition of newly established
funds by the Insured under the bond, such increase in the Limit of Liability for Insuring
Agreement (A) Fidelity (as required) shall automatically be increased up to the minimum
required and mandated by S.E.C. Rule 17g-1, but shall not exceed an each and every loss Limit
of Liability of $ 2,100,000 hereunder from the date of such increase without the payment
of additional premium for the remainder of the Bond Period. |
| 4. | Nothing herein contained shall be held to vary, alter, waive, or extend
any of the terms, conditions, provisions, agreements, or limitations of the above mentioned bond other than as stated herein. |
| 5. | This Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 75 08 (Ed. 08/15) |
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IL 71 25 (Ed. 03 11)
NAMED
INSURED ENDORSEMENT
It is agreed that the Named Insured shown in the Declarations
is amended to read as follows:
Barings Corporate/Participation Investors; Barings Global Short
Duration High Yield Fund
IL
71 25 (Ed. 03/11) |
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FI 73 45 (Ed. 08/15)
RIDER
NO. 9
CONFIDENTIAL INFORMATION
AND DATA BREACH CLARIFYING RIDER
To be attached to and form part of Investment
Company Bond
Bond No. FS 2346444 13 00
In favor of Barings Corporate Investors
It is agreed that:
| 1. | CONDITIONS
AND LIMITATIONS, Section 2.
Exclusions is amended to include: |
Confidential Information:
Loss resulting from:
| a) | Theft, disappearance, destruction or disclosure of the confidential or
personal information of the Insured or another person or entity for which the Insured is legally liable including, but not limited to
patents, trade secrets, personal information, processing methods, customer lists, financial information, credit card information, intellectual
property, health information, or any other type of non-public information. |
For purposes of coverage that may be attached to the
Bond by Rider which pertains to Computer Systems, confidential information cannot be properly transferred. A loss otherwise covered under
the Computer Systems Rider (if attached) shall not be excluded by the fact that confidential information was used to gain access to your
computer system or to the computer system of your financial institution in order to cause the fraudulent transfer.
| b) | The use of another person's or entity's confidential or personal information
including but not limited to, financial information, credit card information, health information or any other type of non-public information. |
Data Breach Costs:
Loss resulting from fees, costs, fines, penalties and
other expenses which are related to the access or disclosure of another person's or entity's confidential information, and the obligations
of the Insured to comply with federal and state privacy laws and Payment Card Industry Data Security Standards (if applicable) arising
from a data security breach, including, but not limited to, expenses related to notifying affected individuals when the affected individuals'
financial information, credit card information, health information or other type of non-public information was stolen, accessed, downloaded
or misappropriated while in the care, custody or control of the Insured.
| 2. | Nothing herein contained shall be held to vary, alter, waive, or extend
any of the terms, conditions and limitations, or provisions of the attached bond other than as above stated. |
| 3. | This Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 73 45 (Ed. 08/15) |
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FI 73 39 (Ed. 06/14)
RIDER
NO. 10
VIRTUAL
OR ON-LINE PEER TO PEER MEDIUMS OF EXCHANGE EXCLUSION
To be attached to and form part of Investment Company
Bond
Bond No. FS 2346444 13 00
In favor of Barings Corporate Investors
This Rider amends the section entitled "Exclusions":
This bond does not cover:
| 1. | Loss of virtual or on-line peer to peer mediums of exchange. |
| 2. | Nothing herein contained shall be held to vary, alter, waive, or extend
any of the terms, conditions, provisions, agreements, or limitations of the above mentioned bond other than as stated herein. |
| 3. | This Rider shall become effective as of 12:01 a.m. on 08/02/2022 standard time. |
FI 73 39 (Ed. 06/14) |
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IL 73 24 (Ed. 07/21)
THIS ENDORSEMENT CHANGES YOUR POLICY. PLEASE READ IT CAREFULLY.
GLOBAL SANCTION ENDORSEMENT
Notwithstanding any other provision of this Policy, this insurance cannot provide coverage and the Insurer shall not be liable to pay
any claim or provide any benefit under this Policy to the extent that the provision of such coverage or benefit, or the payment of such
claim, would violate, conflict with, or expose the Insurer to any sanction, prohibition or restriction under United Nations resolutions
or any applicable economic or financial sanctions or other trade laws or regulations, including, but not limited to, of the United States
of America, European Union, United Kingdom, or Canada.
IL 73 24 (Ed. 07/21)
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FI 73 41 (Ed. 04/17)
In Witness Clause
In Witness Whereof, we have caused this Financial Institution
Bond to be executed and attested, and, if required by state law, this Financial Institution Bond shall not be valid unless countersigned
by our authorized representative.
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PRESIDENT |
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SECRETARY |
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Copyright Great American Insurance Co., 2009
FI 73 41 (Ed. 04/17)
Barings Participation Investors
Certificate
I, Alexandra
Pacini, Secretary of Barings Participation Investors (“MPV” or the “Trust”), hereby certify that the following
resolutions were duly adopted by the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested
persons” of the Trust, on July 29, 2022 and remain in full force and effect.
| WHEREAS: | Section 17(g)
and Rule 17g-1 of the Investment Company Act of 1940, as amended, requires that Barings Corporate
Investors (“MCI”) and MPV provide and maintain a fidelity bond issued by a reputable
fidelity insurance company; |
| WHEREAS: | MCI’s
and MPV’s existing coverage is a joint bond with Barings Global Short Duration High
Yield Fund (“BGH”); |
| WHEREAS: | Willis Towers
Watson surveyed the availability of appropriate fidelity bonds from Great American Insurance
Company (“Great American”) and other insurers; |
| WHEREAS: | The proposed
carrier for coverage is Great American, a general insurance organization that currently carries
an A.M. Best rating of A+; |
| WHEREAS: | The minimum
amount of coverage for MCI under the U.S. Securities and Exchange Commission (the “SEC”)
rules is $750,000, the minimum amount of coverage for MPV is $600,000 and the minimum amount
of coverage for BGH is $750,000; |
| WHEREAS: | The minimum
amount for a joint bond with MCI, MPV, and BGH is $2,100,000 so a proposed bond in the amount
of $2,100,000 is recommended for the August 2, 2022 to August 2, 2023 period; and |
| WHEREAS: | The total
proposed premium for the joint bond is $3,722 with MCI’s portion being $1,329, MPV’s
portion being $1,063, and BGH’s portion being $1,329. The joint bond carries no deductible
for fidelity coverage as required by SEC regulations, and carries a $5,000 or $10,000 deductible
for various optional coverages; it is therefore: |
| RESOLVED: | That Great
American and its affiliated companies carrying its group financial rating be, and they hereby
are, approved for the bonding of officers and employees of MCI and MPV as required by law,
including a requirement for a 60-day notice of any cancellation, termination or modification;
that all officers and employees of MCI and MPV or of its investment adviser having access
to the securities of MCI and MPV be bonded under a “Registered Management Investment
Company Bond” jointly with BGH, the bond to be in the total amount of $2,100,000, to
indemnify each MCI, MPV, and BGH against larceny and embezzlement, which the Trustees, including
a majority of those not “interested persons” (as defined by the Investment Company
Act of 1940, as amended) hereby, in light of the value and nature of the assets, the persons
having access thereto and the custody arrangements therefore, find to be reasonable; |
| RESOLVED: | That the
payment by MCI and MPV of its pro-rated portion of the total 12-month premium of $3,722 for
coverage commencing August 2, 2022 and ending August 2, 2023, is found to be reasonable and
officers authorized to make disbursements are directed to pay the pro-rated portion; |
| RESOLVED: | That the
Chairman, the President, a Vice President, the Chief Financial Officer, the Principal Accounting
Officer, the Treasurer, or the Secretary be, and they each hereby are, authorized to enter
into an agreement with the other insured providing that in the event recovery is received
under the bond as a result of a loss sustained by the Trusts, that each of MCI, MPV, and
BGH shall receive an equitable share of the recovery and at least equal to the amount it
would have received under an individual bond for the minimum required coverage for MCI coverage
of $750,000, MPV coverage of $600,000, and for BGH coverage of $750,000; and |
| RESOLVED: | That the
Secretary or any Associate Secretary be, and they each hereby are, authorized to file a copy
of this resolution and the bond or any other papers pertaining thereto with the SEC, to file
all notices of claims and settlements under the bond as required by law and regulations of
the SEC and to make such other filings and give such other notices as required by Rule 17g-1(g). |
IN WITNESS WHEREOF, I have hereunto set
my hand and the common seal of the Trust this 1st day of August, 2023.
/s/
Alexandra Pacini
Alexandra Pacini
Secretary
EXHIBIT
99.1
AGREEMENT
WITH RESPECT TO FIDELITY BOND
WHEREAS,
Barings Corporate Investors (“MCI”), Barings Participation Investors (“MPV”) and Barings Global Short Duration
High Yield Fund (“BGH”) (MCI, MPV and BGH referred to collectively as the “Investment Companies”) are each management
investment companies registered as such under the Investment Company Act of 1940 (the "Act") and are each managed by Barings
LLC; and
WHEREAS,
Section 17(g) of the Act and Rule 17g-1 thereunder require each registered management investment company to purchase a fidelity bond
of a certain minimum amount and, based on present assets of the Investment Companies, would permit each of the Investment Companies to
purchase a single insured bond in the following minimum amounts, respectively:
Barings
Corporate Investors | |
$ | 750,000 | |
Barings Participation
Investors | |
$ | 600,000 | |
Barings
Global Short Duration High Yield Fund | |
$ | 750,000 | |
Total | |
$ | 2,100,000 | |
WHEREAS,
Rule 17g-1 allows registered management investment companies managed by the same person to purchase a joint insured bond in a minimum
amount equal to the aggregate of the minimum amounts of single insured bonds required for each such company and would permit the Investment
Companies to purchase a joint insured bond in the minimum amount of $2,100,000; and
WHEREAS,
in accordance with Rule 17g-1, the Investment Companies have jointly contracted to purchase an Investment Company Bond issued by Great
American Insurance Company, a member of Great American Insurance Group (the “Bond”) in the sum of $2,100,000, which amount
has been determined to be reasonable by a majority of the Boards of Trustees of each of the Investment Companies (including a majority
of the Trustees who are not interested persons of each of the Investment Companies); and
WHEREAS,
Rule 17g-1 requires each registered management investment company that is a party to a joint insured bond to enter into an agreement
with all other named insureds for an equitable and proportionate sharing of any recovery involving a joint loss;
NOW
THEREFORE, effective August 2, 2022, each of the Investment Companies hereby agrees by and between themselves as follows:
| 1. | The
portion of the Bond premium to be paid by or on behalf of each of the Investment Companies
shall be as agreed upon between the Investment Companies and as approved by a majority of
the Boards of Trustees of Barings Corporate Investors, Barings Participation Investors and
Barings Global Short Duration High Yield Fund who are not interested persons of each of the
Investment Companies, such apportionment of the premium to be equitable taking all relevant
factors into consideration. |
| 2. | In
the event a loss is sustained that affects two or more of the Investment Companies that exceeds
the Bond’s limit of liability, the amount of such recovery will be prorated in the
ratio of the insurance coverage of such Investment Companies under the Bond, provided that
each Investment Company shall receive an equitable and proportionate share of the recovery,
but at least equal to the amount it would have received if it had maintained a single insured
bond in the amount required by paragraph (d)(1) of Rule 17g-1. |
BARINGS
CORPORATE INVESTORS
|
|
BARINGS PARTICIPATION INVESTORS |
|
|
|
By: /s/ Christopher Hanscom |
|
By: /s/ Christopher Hanscom |
Christopher Hanscom |
|
Christopher Hanscom |
Chief Financial Officer |
|
Chief Financial Officer |
The
foregoing is executed on behalf of Barings Corporate Investors, organized under a Declaration of Trust dated September
13, 1985, as amended from time to time. The obligations of this Agreement are not personally binding upon, nor shall resort
be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, but the Trust's
property only shall be bound.
|
|
The
foregoing is executed on behalf of Barings Participation Investors, organized under a Declaration of Trust dated April
7, 1988, as amended from time to time. The obligations of this Agreement are not binding upon, nor shall resort be had
to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, but the Trust’s
property or a specific portion thereof shall only be bound.
|
BARINGS
GLOBAL SHORT
DURATION
HIGH YIELD FUND
|
|
|
|
|
|
By: /s/
Christopher Hanscom |
|
|
Christopher Hanscom |
|
|
Chief Financial Officer |
|
|
The
foregoing is executed on behalf of Barings Global Short Duration High Yield Fund, organized under an Agreement and Declaration
of Trust dated May 19, 2011, as amended from time to time. The obligations of such Trust are not personally binding upon,
nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust,
but only to the Trust’s property and assets shall be bound.
|
|
|
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