90
Park Avenue
New
York, New York 10016
212-210-9400
| Fax: 212-210-9444
May
13, 2026
VIA
EDGAR
Securities
and Exchange Commission
100
F Street, NE
Washington,
DC 20549
| |
Re: |
Innovation Access Fund (the
"Fund")
(File No. 811-23777) |
Ladies
and Gentlemen:
On
behalf of the Fund, we attach for filing, pursuant to Rule 17g-1 under the Investment Company Act of 1940, as amended (the “1940
Act”), the following:
| |
1. |
A
copy of the executed fidelity bond for the Fund (Exhibit A); and |
| |
2. |
A
copy of the resolutions of a majority of the independent trustees approving the form and amount of the fidelity bond (Exhibit B). |
Premiums
for the fidelity bond have been paid for the period ending March 10, 2027. If you have any questions regarding this filing, please call
me at (212) 905-9106.
| Alston
& Bird LLP | | www.alston.com |
Atlanta
| Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington,
D.C.
Exhibit
A
 |
Financial
Institution Bond |
| For
Investment Companies |
DECLARATIONS
Name
of Assured:
INNOVATION ACCESS FUND Address
of Assured:
350
MADISON AVENUE 20TH FL
NEW YORK, NY 10017 |
FEDERAL
INSURANCE COMPANY
Incorporated
under the laws of Indiana, a stock
insurance company, herein called the Company
One
American Square 202 N Illinois Street,
Suite 2600
Indianapolis, IN 46282
Bond
Number: J07025373 |
| Item 1. |
Bond Period: |
From: |
March 10, 2026 |
| |
|
To: |
March 10, 2027 |
| |
|
At 12:01 A.M.
local time at the Address of Assured. |
| |
|
|
| Item 2. |
Single Loss
Limits Of Liability – Deductible Amounts: |
| Insuring
Clause | |
Single
Loss Limit Of
Liability | | |
Deductible
Amount | |
| 1. |
Employee | |
$ | 400,000 | | |
$ | 0 | |
| 2. |
On Premises | |
$ | 400,000 | | |
$ | 20,000 | |
| 3. |
In Transit | |
$ | 400,000 | | |
$ | 20,000 | |
| 4. |
Forgery Or Alteration | |
$ | 400,000 | | |
$ | 20,000 | |
| 5. |
Extended Forgery | |
$ | 400,000 | | |
$ | 20,000 | |
| 6. |
Counterfeit Money | |
$ | 400,000 | | |
$ | 20,000 | |
| 7. |
Computer System Fraud | |
$ | 400,000 | | |
$ | 20,000 | |
| 8. |
Claims Expense | |
$ | 10,000 | | |
$ | 0 | |
| 9. |
Audit Expense | |
$ | 10,000 | | |
$ | 0 | |
| 10. |
Uncollectible Items Of Deposit | |
$ | 400,000 | | |
$ | 20,000 | |
| 11. |
Voice Initiated Funds Transfer Instruction | |
$ | 400,000 | | |
$ | 20,000 | |
|
Financial
Institution Bond |
| For
Investment Companies |
IN
WITNESS WHEREOF, the Company has caused this Bond to be signed by its Authorized Officers, but it shall not be valid unless also signed
by a duly authorized representative of the Company.
FEDERAL
INSURANCE COMPANY
 |
|
 |
| Secretary |
|
President |
| |
|
|
| May
6, 2026 |
|
 |
| Date |
|
Authorized Representative |
|
Important
Notice |
The
SEC Requires Proof of Your Fidelity Insurance Policy
Your
company is now required to file an electronic copy of your fidelity insurance coverage (Chubb’s ICAP Bond policy) to the Securities
and Exchange Commission (SEC), according to rules adopted by the SEC on June 12, 2006.
Chubb
is in the process of providing your agent/broker with an electronic copy of your insurance policy as well as instructions on how to submit
this proof of fidelity insurance coverage to the SEC. You can expect to receive this information from your agent/broker shortly.
The
electronic copy of your policy is provided by Chubb solely as a convenience and does not affect the terms and conditions of coverage
as set forth in the paper policy you receive by mail. The terms and conditions of the policy mailed to you, which are the same as those
set forth in the electronic copy, constitute the entire agreement between your company and Chubb.
If
you have any questions, please contact your agent or broker.
Notice
of Loss Control Services
Insuring
Company: Federal Insurance Company
As
a Chubb policyholder, you have loss prevention information and/or services available to you, as listed in this Notice. You may order
any brochure by email to [email protected] and
to view our full suite of loss prevention brochures/services go to www.chubb.com/us/fl-lossprevention
Directors
and Officers (D&O) Liability Loss Prevention Services
| • | Directors
and Officers Liability Loss Prevention Manuals: |
Directors
and Officers Liability Loss Preventions – #14-01-0035
Directors
and Officers Securities Litigation Loss Preventions – #14-01-0448
Director
Liability Loss Prevention in Mergers and Acquisitions – #14-01-1099
Directors
and Officers Liability Loss Prevention for Not-for-Profit- -#14-01-0036
Cyber
Loss Mitigation for Directors -#14-01-1199
Employment
Practices Liability (EPL) Loss Prevention Services
Have
a question on how to handle an employment situation? Simply call 1.888.249.8425 to access the nationally known employment law
firm of Jackson Lewis P.C. We offer customers an unlimited number of calls to the hot line at no additional charge.
ChubbWorks.com
is a web-based platform that offers multiple services including overviews of employment laws, sample employment policies and procedures,
and on-line training. To gain immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number.
| • | Employment
Practices Loss Prevention Guidelines Manual |
Employment
Practices Loss Prevention Guidelines - #14-01-0061
| • | Loss
Prevention Consultant Services |
Chubb
has developed a network of more than 120 law firms, human resources consulting firms, and labor economist/statistical firms that offer
specialized services for employment issues.
| • | Public
Company EPL Customers |
Employment
Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment
issues faced by for-profit companies and offers proactive idea for avoiding employment lawsuits.
| • | Private
Company EPL Customers |
Employment
Practices Loss Prevention Guidelines – Written by Seyfarth Shaw exclusively for Chubb this manual provides an overview of key employment
issues for –profit companies and offers proactive idea for avoiding employment lawsuits.
Fiduciary
Liability Loss Prevention Services
| • | Fiduciary
Liability Loss Prevention Manual |
Who
May Sue You and Why: How to Reduce Your ERISA Risks and the Role of Fiduciary Liability Insurance #14-01-1019
Crime
Loss Prevention Services
| • | Crime/Kidnap,
Ransom & Extortion Loss Prevention Manual |
Preventing
Fraud: How Anonymous Hotlines Can Help #14-01-1090
Cyber
Security Loss Prevention Services
Visit:
https://www2.chubb.com/us-en/business-insurance/cyber-security.aspx to learn more
about Chubb’s Cyber Services for our policyholders.
Health
Care Directors and Officers (D&O) Liability Loss Prevention Services
| • | Readings
in Health Care Governance Manual |
Readings
in Health Care Governance -#14-01-0788
ChubbWorks.com
for Health Care Organizations – The Health Care Zone is a free online resource containing health care specific loss prevention
information for employment practices liability, directors and officers (D&O) liability, and fiduciary liability exposures. To gain
immediate access to ChubbWorks go to www.chubbworks.com and register using your policy number.
| • | Health
Care D&O Loss Prevention Consultant Services |
Health
Care D& O Loss Prevention Consultant Services- #14-01-1164
The
services provided are advisory in nature. While this program is offered as a resource in developing or maintaining a loss prevention
program, you should consult competent legal counsel to design and implement your own program. No liability is assumed by reason of the
services, access or information provided. All services are subject to change without notice.
Chubb
Producer Compensation
Practices & Policies
Chubb
believes that policyholders should have access to information about Chubb’s practices and policies related to the payment of compensation
to brokers and independent agents. You can obtain that information by accessing our website at http://www.chubbproducercompensation.com
or by calling the following toll-free telephone number:
1-866-512-2862.
|
Trade
or Economic
Sanctions Notice |
TRADE
OR ECONOMIC SANCTIONS NOTICE
This
insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance,
including, but not limited to, the payment of claims. All other terms and conditions of the policy remain unchanged.
|
IMPORTANT
NOTICE TO
POLICYHOLDERS |
Social
Engineering Tips
Please read! |
HAVE
YOU BEEN TRICKED INTO WIRE FRAUD? TAKE IMMEDIATE ACTION!
If
you believe you have transferred funds to a criminal posing as a legitimate business associate, you should act quickly:
| 1. | Immediately
contact the originating bank and request a recall of the wire transfer and confirm
that recall in writing. |
| 2. | Immediately
file a complaint with the FBI at www.ic3.gov. This reporting triggers the FBI’s
Recovery Asset Team and the FBI’s assistance seeking return of the wire transfer. |
| 3. | Preserve
records of the incident, including emails sent and received in their original electronic
state. Correspondence and forensic information contained in these electronic files help
investigators shed light on the perpetrator(s), and parties responsible for the incident. |
| 4. | Once
the above steps are complete, contact Chubb per the instructions in your policy. |
While
neither recalling the wire transfer nor reporting to the FBI guarantees the return of your funds, these steps maximize the opportunity
to mitigate your loss, assist the FBI in tracing the funds and help establish any insurance claim.
Simple
Steps to Prevent Fraudulently Induced Wire Transfers
Email
communication is efficient, but it is not a secure method of communication. Regardless of your familiarity with a contact, that contact’s
email may be intercepted, altered and fabricated. You may reduce the chances of fraud by following these best practices:
| 1. | Verify
Email Requests by Telephone: Require those responsible for paying invoices or changing
bank routing information to verify payment details over the phone, rather than by email or
documents sent electronically. Making a phone call to a known, pre-existing telephone number
remains the single best protection against fraud. |
| 2. | Segregate
Wire Transfer Responsibilities: Establish a standing policy that requires at least three
people to review and approve wire transfer requests, pay an invoice or change a business
partner’s bank account information. Such requests should be entered by the initiator
of the wire and verified by two independent signatories. |
| 3. | Turn
on MFA for Cloud Email: Multifactor Authentication is available from all major email
providers. It provides a layer of security to email accounts beyond a user’s account
name and password, making it harder for criminals to impersonate you, your executives and
your employees. |
This
document is for information only. It is offered as a resource to be used together with your professional insurance advisers in maintaining
a loss prevention program. No liability is assumed by reason of the information this document contains.
|
U.S.
Treasury Department’s Office
Of Foreign Assets Control (“OFAC”)
Advisory Notice to Policyholders |
This
Policyholder Notice shall not be construed as part of your policy and no coverage is provided by this Policyholder Notice nor can it
be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information
on the coverages you are provided.
This
Notice provides information concerning possible impact on your insurance coverage due to directives issued by OFAC. Please read this
Notice carefully.
The
Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on Presidential declarations of “national
emergency”. OFAC has identified and listed numerous:
| l | Terrorist
organizations; and |
as
“Specially Designated Nationals and Blocked Persons”. This list can be located on the United States Treasury’s web
site – http//www.treas.gov/ofac.
In
accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of
this insurance has violated U.S. sanctions law or is a Specially Designated National and Blocked Person, as identified by OFAC, this
insurance will be considered a blocked or frozen contract and all provisions of this insurance are immediately subject to OFAC. When
an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization
from OFAC. Other limitations on the premiums and payments also apply.
| | Reprinted, in part, with permission of ISO Properties, Inc. | Page 1 of 1 |
|
Notice
to Policyholders |
QUESTIONS
ABOUT YOUR INSURANCE?
Answers
to questions about your insurance, coverage information, or assistance in resolving complaints can be obtained by contacting:
CHUBB
Customer
Support Service Department
436 Walnut Street
PO Box 1000
Philadelphia, PA 19106-3703
1-800-352-4462
|
Financial
Institution Bond
For Investment Companies |
| The
Company, in consideration of the premium paid, and in reliance on the Application and all other statements made and information furnished
to the Company by the Assured, and subject to the Declarations made part of this Bond and to all other terms, conditions,
and limitations of this Bond, agrees to pay the Assured for: |
Loss
resulting directly from Larceny or Embezzlement committed by any Employee acting alone or in collusion with others.
Loss
of Property resulting directly from:
| a. | robbery,
burglary, misplacement, mysterious unexplainable disappearance, damage or destruction; or |
| b. | false
pretenses, or common law or statutory larceny, committed by a natural person while on the
premises of the Assured, |
while
the Property is lodged or deposited at premises located anywhere.
For
the purpose of coverage under this Insuring Clause 2, the premises of securities depositories shall be deemed to be premises of the Assured,
but only with respect to the loss of Certificated Securities. Certificated Securities held by such depositories shall be
deemed to be Property, but only to the extent of the Assured’s interest therein as detailed in the books and records
of such depositories.
Loss
of Property resulting directly from common law or statutory larceny, misplacement, mysterious unexplainable disappearance, damage
or destruction, while the Property is in transit anywhere in:
| a. | an
armored motor vehicle, including loading and unloading thereof; |
| b. | the
custody of a natural person acting as a messenger of the Assured; or |
| c. | the
custody of a Transportation Company and being transported in a conveyance other than
an armored motor vehicle, provided that covered Property transported in such manner
is limited to the following: |
| (2) | Certificated
Securities issued in registered form, which are not endorsed or are restrictively endorsed;
or |
| (3) | Negotiable
Instruments not payable to bearer, which are not endorsed or are restrictively endorsed. |
Coverage
under this Insuring Clause 3 begins immediately on the receipt of such Property by the armored motor vehicle, natural person messenger,
or Transportation Company and ends immediately on delivery to the premises of the addressee or to any representative of the addressee
located anywhere.
Loss
resulting directly from the Assured having, in good faith:
| a. | transferred,
paid, or delivered any Property; or |
| b. | established
any credit or given any value, |
in
reliance on any Written and Original:
|
Financial
Institution Bond
For Investment Companies |
| (1) | Negotiable
Instrument (other than an Evidence of Debt); |
| (3) | Withdrawal
Order or receipt for the withdrawal of Property; |
| (4) | Certificate
of Deposit; |
| (6) | instruction
or advice directed to the Assured and purportedly signed by any Customer, any
financial institution, or any Employee, |
which
| ii. | is
fraudulently materially altered. |
For
the purpose of this Insuring Clause 4, a reproduction of a handwritten signature is treated the same as the handwritten signature. An
electronic or digital signature is not treated as a reproduction of a handwritten signature.
Loss
resulting directly from the Assured having, in good faith, for its own account or the account of others:
| a. | acquired,
sold or delivered, given value, extended credit or assumed liability in reliance on any Written
and Original: |
| (1) | Certificated
Security; |
| (2) | deed,
mortgage or other instrument conveying title to, or creating or discharging a lien on, real
property; |
which
| i. | bears
a Forgery, but only to the extent the Forgery directly causes the loss; |
| ii. | is
fraudulently materially altered, but only to the extent the alteration directly causes the
loss; or |
| b. | guaranteed
in writing or witnessed any signature on any: |
| (5) | endorsement
upon any item listed in a.(1) through a.(4) above, |
but
only to the extent that such guarantee or signature directly causes the loss; or
| c. | acquired,
sold or delivered, or given value, extended credit or assumed liability in reliance on any
item listed in a.(1) or a.(2) above which is a Counterfeit Original, but only to the
extent the Counterfeit Original directly causes the loss. |
|
Financial
Institution Bond
For Investment Companies |
Actual
physical possession, and continued actual physical possession if taken as collateral, of the items listed in a.(1) through a.(4) above
by an Employee, Custodian, or a federal or state chartered deposit institution of the Assured is a condition precedent
to the Assured having relied on such items. Release or return of such collateral is an acknowledgment by the Assured that
it no longer relies on such collateral.
For
the purpose of this Insuring Clause 5, a reproduction of a handwritten signature is treated the same as the handwritten signature. An
electronic or digital signature is not treated as a reproduction of a handwritten signature.
Loss
resulting directly from the receipt by the Assured in good faith of counterfeit Money.
Loss
resulting directly from the:
| a. | withdrawal,
transfer, payment, or delivery of Property; or |
| b. | creation,
deletion, debiting, or crediting of an account of the Assured or Customer,
|
which
results directly from a Network Intrusion.
Claims
Expenses incurred by the Assured in determining the amount of covered loss under this Bond in excess of the applicable Deductible
Amount.
Audit
Expenses incurred by the Assured by reason of the discovery of loss covered under Insuring Clause 1.
| 10. | Uncollectible
Items Of Deposit |
Loss
resulting directly from the Assured having credited an account of a customer, shareholder, or subscriber on the faith of any Items
of Deposit which prove to be uncollectible, provided that the crediting of such account causes:
| a. | redemptions
or withdrawals to be permitted; |
| b. | shares
to be issued; or |
from
an account of an Assured.
As
a condition precedent to coverage under this Insuring Clause 10, the Assured must hold Items of Deposit for the minimum
number of days stated in the Application before permitting any redemptions or withdrawals, issuing any shares, or paying any dividends
with respect to such Items of Deposit.
Items
of Deposit shall not be deemed uncollectible until the Assured’s standard collection procedures have failed.
| 11. | Voice
Initiated Funds Transfer Instruction |
Loss
resulting directly from the Assured having, in good faith, transferred, paid, or delivered Money or Securities in
reliance upon any Voice Initiated Funds Transfer Instruction that purports, and reasonably appears, to have originated from:
| b. | an
Employee acting on instructions of such Customer; or |
|
Financial
Institution Bond
For Investment Companies |
c.
a financial institution acting on behalf of such Customer with authority to make such instructions,
but
which Voice Initiated Funds Transfer Instruction was, in fact, fraudulently issued without the knowledge of the Assured,
Employee, or Customer.
As
a condition precedent to coverage under this Insuring Clause 11, the Voice Initiated Funds Transfer Instruction must be received
and processed in accordance with the Designated Procedures as outlined in the Application furnished to the Company.
| 1. | Automatic
Increase – Limit Of Liability |
If,
during the Bond Period, an increase in the minimum amount of the Single Loss Limit Of Liability applicable to Insuring Clause 1 is required
pursuant to Rule 17g-1 of the Investment Company Act of 1940, as a result of:
| a. | the
creation of a new Investment Company; or |
b. an
increase in the gross assets of Investment Companies covered under the Bond,
then
the minimum required increase in the amount of the Single Loss Limit Of Liability applicable to Insuring Clause 1 shall take place automatically
for the remainder of the Bond Period without payment of an additional premium.
The
first named Assured shall be deemed to be the sole agent of the other Assureds for all purposes under this Bond, including
but not limited to the giving or receiving of any notice or proof required to be given and for the purpose of effecting or accepting
any amendments to or termination of this Bond.
If
the first named Assured ceases for any reason to be covered under this Bond, then the Assured next named on the Application
shall thereafter be considered as the first named Assured for the purposes of this Bond.
The
Company shall furnish each Assured with a copy of the Bond and with any amendment thereto, together with a copy of each formal
filing of claim by any other Assured and notification of the terms of the settlement of each such claim prior to the execution
of such settlement.
Knowledge
possessed or discovery made by any Assured shall constitute knowledge possessed or discovery made by all of the Assureds for
the purposes of this Bond.
All
loss and other payments, if any, payable by the Company, shall be payable to the first named Assured without regard to such Assured’s
obligations to others, and the Company shall not be responsible for the application by the first named Assured of any payment
made by the Company. If the Company agrees to and makes payment to any Assured other than the first named Assured, such
payment shall be treated as though made to the first named Assured.
The
Company shall not be liable for loss sustained by one Assured to the advantage of any other Assured.
| 3. | Notice
To Company Of Legal Proceedings Against Assured – Election To Defend |
The
Assured shall promptly give notice to the Company of any legal proceeding brought to determine the Assured’s liability
for any loss, claim or damage which, if established, would constitute a collectible loss under this Bond. Concurrent with such notice,
and as requested thereafter, the Assured shall furnish copies of all pleadings and pertinent papers to the Company.
The
Company may, at its sole option, elect to conduct the defense of all or part of such legal proceeding. The defense by the Company shall
be in the name of the Assured through attorneys selected by the Company. The Assured shall provide all reasonable information
and assistance as required by the Company for such defense.
|
Financial
Institution Bond
For Investment Companies |
If
the Company elects to defend all or part of any legal proceeding, the court costs and attorneys’ fees incurred by the Company and
any settlement or judgment on that part defended by the Company shall be a loss under the applicable Insuring Clause of this Bond. In
addition, if the amount demanded in the legal proceeding is greater than the amount recoverable under this Bond, or if a Deductible Amount
is applicable, or both, the Company’s liability for court costs and attorneys’ fees incurred in defending all or part of
such legal proceeding is limited to the proportion of such court costs and attorneys’ fees incurred that the amount recoverable
under this Bond bears to the total of the amount demanded in such legal proceeding.
If
the Company declines to defend the Assured, no settlement without the prior written consent of the Company or judgment against
the Assured shall determine the existence, extent or amount of coverage under this Bond, and the Company shall not be liable for
any costs, fees and expenses incurred by the Assured.
| 4. | Representations
Made By Assured |
The
Assured represents that all information it has furnished in the Application for this Bond or otherwise is complete, true and correct.
Such Application and other information constitute part of this Bond. Any intentional misrepresentation, omission, concealment or incorrect
statement of a material fact, in the Application or otherwise, shall be grounds for rescission of this Bond.
As
used in this Bond:
Acceptance
means a draft which the drawee has, by signature written on it, engaged to honor as presented.
Assured
means:
| (1) | the
Investment Company listed under Name of Assured in the Declarations (the “first
named Assured”); or |
| (2) | any
other Investment Company listed in the Application. |
Assured
does not include any entity or organization that is not an Investment Company.
Assured’s
Network means:
| (1) | the
Assured’s Computer System; or |
| (2) | an
Electronic Communication System. |
Audit
Expenses means reasonable expenses incurred by the Assured with the Company’s prior written consent, which shall not
be unreasonably withheld, for audits or examinations required by any governmental regulatory authority or self-regulatory organization
to be conducted by such authority, organization, or their appointee. Audit Expense shall not include the Assured’s
internal corporate costs (such as salaries), attorneys’ fees, or expenses incurred by any customer.
Certificate
of Deposit means an acknowledgment in writing by a financial institution of receipt of Money
with an engagement to repay it.
Certificated
Security means a share, participation or other interest in property of the issuer, or an enterprise of the issuer, or an obligation
of the issuer, which is:
| (1) | represented
by an instrument issued in bearer or registered form; |
| (2) | of
a type commonly dealt in on securities exchanges or markets or commonly recognized in any
area in which it is issued or dealt in as a medium for investment; and |
| (3) | either
one of a class or series or by its terms divisible into a class or series of shares, participations,
interests or obligations. |
|
Financial
Institution Bond
For Investment Companies |
Claims
Expenses means reasonable expenses incurred by the Assured with the Company’s prior written consent, which shall not
be unreasonably withheld, solely for independent firms or individuals retained to determine the amount of a covered loss. Claims Expenses
shall not include the Assured’s internal corporate costs (such as salaries), attorneys’ fees, or expenses incurred
by any customer.
Computer
System means a device or group of devices and all input, output, processing, storage, off-line media libraries (including third-party
hosted computing services accessed across the internet, including infrastructure, platform, and software services), and communication
facilities, including related communications networks, which are connected directly or indirectly to such device or group of devices.
Counterfeit
Original means an imitation of an actual valid Original which is intended to deceive and be taken as the Original.
Cryptocurrency
means a digital or electronic medium of exchange, operating independently of a central bank, in which encryption techniques are used
to regulate the generation of units and to verify the transfer of such units.
Custodian
means the institution designated by an Assured to maintain possession and control of its assets.
Customer
means any shareholder of an Assured which has a written agreement with the Assured to transfer such shareholder’s
Money or Securities through a Voice Initiated Funds Transfer Instruction.
Customer
Communication System means an:
| (1) | online
portal or mobile application provided by the Assured for purposes of accessing a Customer’s
account; or |
| (2) | electronic
mailing system hosted by the Assured or by a third party cloud service provider. |
Director
means any natural person duly elected or appointed:
| (1) | as
an officer of the Assured; |
| (2) | to
the Assured’s board of directors; or |
| (3) | as
a trustee of the Assured. |
Electronic
Communication System means:
| (1) | Fedwire,
Clearing House Interbank Payment System (CHIPS), Society for Worldwide Interbank Financial
Telecommunication (SWIFT), and similar automated interbank communication systems in which
the Assured participates; |
| (2) | Customer
Communication System; or |
| (3) | any
communication system similar to those set forth in (1) and (2) of this definition in which
the Assured participates, |
allowing
for the input, output, examination, or transfer of electronic instructions into or from the Assured’s
Computer System.
Employee
means any natural person:
| (1) | while
in the regular service of an Assured in the ordinary course of such Assured’s
business, whom such Assured compensates directly by salary or wage and has the right
to control and direct in the performance of such service; |
| (2) | Director
while in the regular service of an Assured in the ordinary course of such Assured’s
business, or while acting as a member of any committee duly elected or appointed to examine
or audit or have custody of or access to Property of the Assured; |
| (3) | intern
while in the regular service of an Assured in the ordinary course of such Assured’s
business; |
|
Financial
Institution Bond
For Investment Companies |
| (4) | provided
by an employment contractor while in the regular service of an Assured in the ordinary
course of such Assured’s business under the Assured’s supervision
at any of the Assured’s premises; |
| (5) | employee
of the Assured’s contracted: |
| b. | underwriter
(distributor); |
| d. | shareholder
accounting record-keeper; or |
while
performing acts for the Assured in the capacity of an Employee;
| (6) | attorney
of a law firm retained by the Assured while performing legal services for the Assured;
or |
| (7) | Processor,
but only while such Processor is performing services and not: |
| a. | creating,
preparing, modifying, or maintaining the Assured’s computer applications or
software programs; or |
| b. | acting
as a transfer agent or in any other agency capacity in issuing checks, drafts, or securities
for the Assured. |
Each
employer of persons as set forth in (6) and (7) of this definition and the partners, officers, and other employees of such employers
shall collectively be deemed to be one person for the purpose of the definition of Single Loss and in the event of payment under
this Bond, the Company shall be subrogated to the Assured’s rights of recovery, as stated in Section 12., Subrogation –
Assignment – Recovery, of the Conditions and Limitations, against any such employer.
Employee
does not include:
| (1) | any
employee of a fund administrator for any employee benefit plan; or |
| (2) | any
employee of a transfer agent, shareholder accounting record-keeper, or fund administrator
which is: |
| a. | not
an “affiliated person” (as defined in Section 2(a) of the Investment Company
Act of 1940) of an Assured or of the investment
advisor or underwriter (distributor) of such Assured; or |
| b. | a
“bank” (as defined in Section 2(a) of the Investment Company Act of 1940). |
Evidence
of Debt means an instrument, including a Negotiable Instrument, executed by a Customer and held by the Assured,
which in the regular course of business is treated as evidencing the Customer’s debt to the Assured.
Forgery
means:
| (1) | affixing
the handwritten signature, or a reproduction of the handwritten signature, of another natural
person without authorization and with the intent to deceive; or |
| (2) | affixing
the name of an organization as an endorsement to a check without authority and with the intent
to deceive, |
provided
that a signature which consists in whole or in part of one’s own name signed with or without authority, in any capacity, for any
purpose is not a Forgery.
Initial
Transaction Statement means the first written statement signed by or on behalf of the issuer of an Uncertificated Security sent
to the registered owner or registered pledgee containing:
|
Financial
Institution Bond
For Investment Companies |
| (1) | a
description of the issue of which the Uncertificated Security is a part; |
| (2) | the
number of shares or units transferred to the registered owner, pledged by the registered
owner to the registered pledgee, or released from pledge by the registered pledgee; |
| (3) | the
name, address and taxpayer identification number, if any, of the registered owner and registered
pledgee; and |
| (4) | the
date the transfer, pledge or release was registered. |
Instruction
means a written order to the issuer of an Uncertificated Security requesting that the transfer, pledge or release from pledge
of the specified Uncertificated Security be registered.
Investment
Company means any entity registered under the Investment Company Act of 1940.
Items
of Deposit means one or more checks or drafts drawn upon a financial institution in the United States of America.
Larceny
or Embezzlement means larceny and embezzlement as defined under Section 37 of the Investment Company Act of 1940.
Letter
of Credit means an engagement in writing by a bank or other person made at the request of a customer that the bank or other person
will honor drafts or other demands for payment in compliance with the conditions specified in the engagement.
Money
means a medium of exchange in current use authorized or adopted by a domestic or foreign government as part of its currency.
Negotiable
Instrument means any writing:
| (1) | signed
by the maker or drawer; |
| (2) | containing
an unconditional promise or order to pay a sum certain in Money and no other promise,
order, obligation or power given by the maker or drawer; |
| (3) | payable
on demand or at a definite time; and |
| (4) | payable
to order or bearer. |
Negotiable
Instrument includes a substitute check as defined in the Check Clearing for the 21st Century Act, and shall be treated
the same as the Original it replaced.
Network
Intrusion means the:
| (1) | unauthorized
access; or |
| (2) | entry
of an unauthorized application or software program, |
into
the Assured’s Network, by any entity or natural person, except an Employee or any authorized representative of the
Assured.
Original
means the first rendering or archetype and does not include photocopies or electronic transmissions even if received and printed.
Processor
means an employee of any entity authorized by the Assured to perform data processing of the Assured’s checks and
accounting records related to such checks. Processor does not include any employee of a Federal Reserve Bank or clearing house.
Property
means Money; Securities; Initial Transaction Statement; Negotiable Instrument; Certificate of Deposit;
Acceptance; Evidence of Debt; Withdrawal Order; Letter of Credit; insurance policy; abstract of title, deed
and mortgage on real estate; revenue and other stamps; precious metals in any form; and books of accounts and other Written records,
but not electronic data processing records or media.
Property
does not include electronic data or Cryptocurrency.
|
Financial
Institution Bond
For Investment Companies |
Securities
means either Certificated Securities or Uncertificated Securities.
Single
Loss means all covered loss, court costs, and attorneys’ fees resulting from:
| (1) | any
one act of burglary, robbery or attempt at either, in which no Employee is implicated; |
| (2) | any
one act or series of related acts on the part of any natural person resulting in the damage,
destruction, or misplacement of Property; |
| (3) | all
acts other than those specified in (1) and (2) of this definition, caused by any natural
person or in which such natural person is implicated; or |
| (4) | any
one event not specified in (1), (2) or (3) of this definition. |
Transportation
Company means any organization which provides its own or its leased vehicles for transportation or which provides freight forwarding
or air express services.
Uncertificated
Security means a share, participation or other interest in property of the issuer, or an enterprise of the issuer, or an obligation
of the issuer, which is:
| (1) | not
represented by an instrument and the transfer of which is registered on books maintained
for that purpose by or on behalf of the issuer; |
| (2) | of
a type commonly dealt in on securities exchanges or markets; and |
| (3) | either
one of a class or series or by its terms divisible into a class or series of shares, participations,
interests or obligations. |
Voice
Initiated Funds Transfer Instruction means those oral instructions which authorize the transfer of Money in a Customer’s
account, or of a Customer’s Securities, and which are:
| (1) | made
over a telecommunications device; and |
| (2) | directed
to those natural persons specifically authorized to receive such instructions by such telecommunications
device. |
Withdrawal
Order means a non-negotiable instrument, other than an Instruction, signed by a Customer authorizing the Assured
to debit the Customer’s account in the amount of funds stated therein.
Written
means expressed through letters or marks placed upon paper and visible to the eye.
For
the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise indicated.
| 1. | General
Exclusions – Applicable To All Insuring Clauses |
This
Bond does not cover loss resulting directly or indirectly from:
| a. | riot
or civil commotion outside the United States of America and Canada, or any loss due to military,
naval or usurped power, war or insurrection. This Exclusion 1.a., however, shall not apply
to loss which occurs in transit in the circumstances recited in Insuring Clause 3, provided
that when such transit was initiated there was no knowledge on the part of any person acting
for the Assured of such riot, civil commotion, military, naval or usurped power, war
or insurrection; |
| b. | the
effects of nuclear fission or fusion, radioactivity, or chemical or biological contamination; |
| c. | the
loss of potential income. This Exclusion 1.c., however, shall not apply to interest and dividends
accrued to the benefit of the Assured or any Customer prior to the discovery
of a covered loss, whether or not such accrued interest or dividends have been paid into
the account of such Assured or Customer as of the discovery of such covered
loss; |
|
Financial
Institution Bond
For Investment Companies |
| d. | damages
of any type for which the Assured is legally liable, except compensatory damages,
but not multiples thereof, arising from a loss covered under this Bond; |
| e. | all
costs, fees and expenses incurred by the Assured: |
| (1) | in
establishing the existence of or amount of loss covered under this Bond, except for loss
covered under Insuring Clause 8 or 9; or |
| (2) | as
a party to any legal proceeding, even if such legal proceeding results in a loss covered
by this Bond; |
| f. | indirect
or consequential loss of any nature, except for loss covered under Insuring Clause 8 or 9.
This Exclusion 1.f., however, shall not apply to interest and dividends accrued to the benefit
of the Assured or any Customer prior to the discovery of a covered loss, whether
or not such accrued interest or dividends have been paid into the account of such Assured
or Customer as of the discovery of such covered loss; |
| g. | any
violation by the Assured or by any Employee: |
| (1) | of
any law regulating: |
| i. | the
issuance, purchase or sale of securities; |
| ii. | securities
transactions on security or commodity exchanges or the over the counter market; |
| iii. | investment
companies; or |
| iv. | investment
advisors; or |
| (2) | of
any rule or regulation made pursuant to any such law; |
| h. | the
loss or disclosure of confidential information, material or data, while in the care, custody
or control of the Assured, including but not limited to patents, trade secrets, processing
methods, customer lists, financial information, credit card information, health information,
retirement or health savings account information, or any similar type of non-public information.
This Exclusion 1.h., however, shall not apply when such information, material or data is
used to support or facilitate the commission of any act otherwise covered under this Bond; |
| i. | fees,
costs, fines, penalties or any other expenses incurred by an Assured which result,
directly or indirectly, from the access to or disclosure of an Assured’s or
another entity’s or person’s confidential or personal information, including
but not limited to patents, trade secrets, processing methods, customer lists, financial
information, credit card information, health information, retirement or health savings account
information, or any similar type of non-public information; |
| j. | liability
resulting from disclosure of or acting on material nonpublic information; |
| k. | liability
assumed by the Assured by agreement under any contract, unless loss under this Bond
would be covered in the absence of such agreement; |
| l. | the
dishonest acts of any Director who is not an Employee, acting alone or in collusion
with others; |
| m. | any
modification, damage, destruction, deletion, or corruption of any application or software
program within the Assured’s Network, except for loss covered under Insuring
Clause 7; |
| n. | a
threat or series of threats to: |
| (1) | gain
access to the Assured’s Computer System and sell or disclose confidential information
stored within the Assured’s Computer System; or |
| (2) | modify,
damage, destroy, delete, or corrupt any application or software program within the
Assured’s Computer System; |
| o. | costs
or expenses of any independent forensic analysts or network security consultants engaged
to investigate or assess any actual or alleged threat; |
|
Financial
Institution Bond
For Investment Companies |
| p. | costs
or expenses incurred to identify or remediate application or software program errors or vulnerabilities,
or costs to update, replace, restore, upgrade, maintain, or improve a Computer System; |
| q. | costs
or expenses incurred to replace, restore, recreate, collect, or recover any application or
software program; or |
| 2. | Specific
Exclusions – Applicable To All Insuring Clauses Except Insuring Clause 1 |
This
Bond does not cover loss resulting directly or indirectly from:
| a. | the
acts of an Employee, except for loss covered under: |
| (1) | Insuring
Clause 2 or 3 which results directly from misplacement, mysterious unexplainable disappearance,
or damage or destruction of Property; or |
| b. | the
surrender of a ransom or extortion payment away from the Assured’s premises
as a result of a threat to do bodily harm to any person, or to do damage to the premises
or Property of the Assured, except for loss covered under Insuring Clause 3.b.; |
| c. | payments
made or withdrawals from any account involving erroneous credits to such account, unless
such payments or withdrawals are physically received by such depositor or representative
of such depositor who is within the premises of the Assured at the time of such payment
or withdrawal; |
| d. | any
Uncertificated Security, except for loss covered under Insuring Clause 7; |
| e. | the
loss of Property while: |
| (2) | in
the custody of a Transportation Company, except for loss covered under Insuring Clause
3; or |
| (3) | located
on the premises of an armored motor vehicle operator; |
| f. | damages
resulting from any civil, criminal or other legal proceeding in which the Assured is
adjudicated to have engaged in Racketeering activity; |
| g. | the
failure for any reason of a financial or depository institution, its receiver or other liquidator
to pay or deliver funds or Property to the Assured, except for loss of Securities
covered under Insuring Clause 2; |
| h. | instructions
issued by a Customer to the Assured when such instructions are made, sent,
or originated by a natural person authorized by the Customer to make, send, or originate
any instructions; |
| i. | the
use of credit, debit, charge, access, convenience, identification, cash management, or other
cards whether such cards were issued, or purport to have been issued, by the Assured
or by any entity other than the Assured; |
| j. | Items
of Deposit which are not finally paid for any reason including, but not limited to, Forgery
or any other fraud, except for loss covered under Insuring Clause 10; |
| k. | the
acts of any agent, broker, factor, commission merchant, independent contractor, intermediary,
finder, or other representative of the same general character of the Assured; or |
| l. | the
acts of any employee, agent, broker, factor, commission merchant, independent contractor,
intermediary, finder, or other representative of the same general character of any third
party, while conducting business with the Assured on behalf of such third party. |
|
Financial
Institution Bond
For Investment Companies |
| 3. | Specific
Exclusions – Applicable To All Insuring Clauses Except Insuring Clauses 1, 4, and 5 |
This
Bond does not cover loss resulting directly or indirectly from:
| a. | the
complete or partial non-payment of or default on any loan whether such loan was procured
in good faith or through trick, artifice, fraud, or false pretenses, except for loss covered
under Insuring Clause 7; |
| b. | any
Forgery or any alteration, except for loss covered under Insuring Clause 7; or |
| c. | any
counterfeit, except for loss covered under Insuring Clause 6. |
| 4. | Specific
Exclusions – Applicable To Insuring Clause 7 |
This
Bond does not cover loss resulting directly or indirectly from:
| a. | any
transfer, payment, or delivery of Money or Securities: |
| (1) | authorized
by an Employee; or |
| (2) | arising
out of any misrepresentation received by any Employee, agent, broker, factor, commission
merchant, independent contractor, intermediary, finder, or other representative of the same
general character of the Assured, |
whether
such transfer, payment, or delivery was made in good faith or as a result of trick, artifice, fraud, or false pretenses;
| b. | forged,
altered or fraudulent Negotiable Instruments, Securities, documents or written
instruments used as source documentation for input into a Computer System; |
| c. | any
investment in Securities, or ownership in any corporation, partnership, real property,
commodity or similar instrument, whether or not such investment is genuine or fraudulent; |
| d. | mechanical
failure, faulty construction, error in design, latent defect, wear and tear, gradual deterioration,
electrical disturbance, the Assured’s Network failure or breakdown, any malfunction
or error in programming, or error or omission in processing; |
| e. | entries
or changes made by a natural person with authorized access to the Assured’s Network
who acts in good faith on instructions, unless such instructions are given to that person
by a software contractor or its partner, officer, or employee authorized to design, develop,
prepare, supply, service, write or implement programs for the Assured’s Network;
or |
| f. | entries
or changes made at an Electronic Funds Transfer System or a Customer Communication
System by a: |
| (2) | natural
person with authorized access to the Customer’s authentication credentials or
mechanism. |
| 5. | Specific
Exclusions – Applicable To Insuring Clause 11 |
This
Bond does not cover loss resulting directly or indirectly from any Voice Initiated Transfer Instruction from a:
| (2) | natural
person with authorized access to the Customer’s verification credentials or
mechanism. |
|
Financial
Institution Bond
For Investment Companies |
| V. | CONDITIONS
AND LIMITATIONS |
If
any Insuring Clause requires that an enumerated type of document be fraudulently materially altered or a Counterfeit Original,
or contain a signature which is a Forgery or obtained through trick, artifice, fraud, or false pretenses, the material alteration
or Counterfeit Original or fraudulent signature must be on or of the enumerated document itself not on or of some other document
submitted with, accompanying or incorporated by reference into the enumerated document.
No
change in or modification of this Bond shall be effective except when made by written endorsement to this Bond signed by an authorized
representative of the Company.
If
this Bond is for a sole Assured, no change or modification which would adversely affect the rights of the Assured shall
be effective prior to sixty (60) days after written notice has been furnished by the acting party to the U.S. Securities and Exchange
Commission.
If
this Bond is for joint Assureds, no change or modification which would adversely affect the rights of any Assured shall
be effective prior to sixty (60) days after written notice has been furnished by the Company to all Assureds and to the U.S. Securities
and Exchange Commission.
If
any time period limitation within this Bond is prohibited by any law controlling this Bond’s construction, such limitation shall
be deemed to be amended so as to equal the minimum period of limitation provided by such law.
At
the Company’s request and at reasonable times and places designated by the Company, the Assured shall:
| a. | submit
to examination by the Company and subscribe to the same under oath; |
| b. | produce
for the Company’s examination all pertinent records; and |
| c. | cooperate
with the Company in all matters pertaining to the loss. |
The
Assured shall execute all papers and render all assistance to secure to the Company the rights and causes of action provided for
under this Bond. The Assured shall do nothing after discovery of any loss to prejudice such rights or causes of action.
This
Bond shall apply to loss of Property:
| b. | held
by the Assured in any capacity; or |
| c. | for
which the Assured is legally liable. |
This
Bond shall be for the sole use and benefit of the Assured.
The
Company shall be liable under this Bond only for the amount by which any Single Loss is greater than the applicable Deductible
Amount as stated in Item 2 of the Declarations.
There
shall be no deductible applicable to any loss sustained by any Assured and covered under Insuring Clause 1.
|
Financial
Institution Bond
For Investment Companies |
This
Bond applies only to loss first discovered by a Director during the Bond Period. Discovery occurs at the earlier of a Director
learning of:
| a. | facts
which may subsequently result in a loss of a type covered by this Bond; or |
| b. | an
actual or potential claim in which it is alleged that the Assured is liable to a third
party, |
regardless
of when the act or acts causing or contributing to such loss occurred, even though the amount of loss does not exceed the applicable
Deductible Amount, or the exact amount or details of loss may not then be known.
The
payment of any loss under this Bond shall not reduce the liability of the Company for other losses whenever sustained, provided that:
| a. | the
Company’s liability for each Single Loss shall not exceed the applicable Single
Loss Limit Of Liability as stated in Item 2 of the Declarations or as set forth under General
Agreement 1, and shall not be cumulative in amounts from year to year or from Bond Period
to Bond Period; |
| b. | if
a Single Loss is covered under more than one Insuring Clause, the maximum payable
shall not exceed the largest applicable Single Loss Limit Of Liability; and |
| c. | the
Company’s liability for loss or losses sustained by more than one Assureds,
or all Assureds, shall not exceed the total amount for which the Company would be
liable under this Bond if such loss or losses were sustained by any one Assured. |
| 9. | Notice
To Company – Proof – Legal Proceedings Against Company |
| a. | The
Assured shall give the Company notice at the earliest practicable moment, not to exceed
sixty (60) days after discovery of a loss, in an amount that is in excess of 50% of the applicable
Deductible Amount, as stated in Item 2 of the Declarations. |
| b. | The
Assured shall furnish to the Company proof of loss, duly sworn to, with full particulars,
within six (6) months after such discovery. |
| c. | Certificated
Securities listed in a proof of loss shall be identified by certificate or bond numbers,
if issued with them. |
| d. | Legal
proceedings for the recovery of any loss under this Bond shall not be brought prior to the
expiration of sixty (60) days after the proof of loss is filed with the Company or after
the expiration of twenty-four (24) months from the discovery of such loss. |
| e. | This
Bond affords coverage only in favor of the Assured. No claim, suit, action or legal
proceeding shall be brought under the Bond by anyone other than the Assured. |
| f. | All
such notices shall be given in writing to one of the following addresses: |
| (2) | Attn:
Chubb Claims Department
Chubb |
P.O.
Box 5122
Scranton,
PA 18505
| g. | All
other notices to the Company under this Bond shall be given in writing to the following address: |
|
Financial
Institution Bond
For Investment Companies |
| (2) | Attn:
Chubb Underwriting Department
Chubb |
202B
Hall’s Mill Road
Whitehouse Station, NJ 08889
All
notices described above shall be effective on the date of receipt by the Company.
| a. | Coverage
under this Bond shall apply only as excess over any other valid and collectible insurance,
indemnity or suretyship obtained by or on behalf of: |
| (2) | a
Transportation Company; or |
| (3) | another
entity on whose premises the loss occurred or which employed the person causing the loss
or engaged the messenger conveying the Property involved. |
| b. | Solely
with respect to Insuring Clause 7, in the event of a loss covered under this Bond and also
covered under other valid and collectible insurance issued by the Company, or a parent, subsidiary
or affiliate of the Company to the Assured, the Single Loss Limit Of Liability under
this Bond shall be reduced by any payment under any other such valid and collectible insurance
and only the remainder, if any, shall be applicable to such loss covered hereunder. |
In
the event of a loss of Securities covered under this Bond, the Company may, at its sole discretion, purchase replacement Securities,
tender the value of the Securities in Money, or issue its indemnity to effect replacement Securities.
The
indemnity required from the Assured under the terms of this Section against all loss, cost or expense arising from the replacement
of Securities by the Company’s indemnity shall be:
| a. | for
Securities having a value less than or equal to the applicable Deductible Amount –
one hundred (100%) percent; |
| b. | for
Securities having a value in excess of the applicable Deductible Amount but within
the Single Loss Limit Of Liability – the percentage that the Deductible Amount bears
to the value of the Securities; or |
| c. | for
Securities having a value greater than the applicable Single Loss Limit Of Liability
– the percentage that the Deductible Amount and portion in excess of the Single Loss
Limit Of Liability bears to the value of the Securities. |
The
value referred to in Sections 11.a., b., and c. is the value in accordance with Section 14., Valuation, regardless of the value of such
Securities at the time the loss under the Company’s indemnity is sustained.
The
Company is not required to issue its indemnity for any portion of a loss of Securities which is not covered by this Bond, however,
the Company may do so as a courtesy to the Assured in its sole discretion.
The
Assured shall pay the proportion of the Company’s premium charge for the Company’s indemnity as set forth in Sections
11.a., b., and c. No portion of the Single Loss Limit Of Liability shall be used as payment of premium for any indemnity purchased by
the Assured to obtain replacement Securities.
| 12. | Subrogation
– Assignment – Recovery |
In
the event of a payment under this Bond, the Company shall be subrogated to all of the Assured’s rights of recovery against
any person or entity to the extent of such payment. On request, the Assured shall deliver to the Company an assignment of the
Assured’s rights, title and interest and causes of action against any person or entity to the extent of such payment.
|
Financial
Institution Bond
For Investment Companies |
Recoveries,
whether effected by the Company or by the Assured, shall be applied net of the expense of such recovery, in the following order:
| a. | first,
to the satisfaction of the Assured’s covered loss which would otherwise have
been paid but for the fact that it is in excess of the Single Loss Limit Of Liability; |
| b. | second,
to the Company in satisfaction of amounts paid in settlement of the Assured’s
claim; |
| c. | third,
to the Assured in satisfaction of the applicable Deductible Amount; and |
| d. | fourth,
to the Assured in satisfaction of any loss suffered by the Assured which was
not covered under this Bond. |
Recovery
from reinsurance or indemnity of the Company shall not be deemed a recovery under this Section.
| a. | If
the Bond is for a sole Assured, it shall not be terminated unless written notice shall
have been given by the acting party to the affected party and to the U.S. Securities and
Exchange Commission not less than sixty (60) days prior to the effective date of such termination. |
| b. | If
the Bond is for a joint Assured, it shall not be terminated unless written notice
shall have been given by the acting party to the affected party, and by the Company to all
Assureds and to the U.S. Securities and Exchange Commission, not less than sixty (60)
days prior to the effective date of such termination. |
| c. | If
any Director, not acting in collusion with an Employee, discovers any dishonest
or fraudulent act committed by such Employee, whether in the employment of the Assured
or otherwise, and whether against the Assured or any other person or entity, the Assured: |
| i. | shall
immediately remove such Employee from a position that would enable such Employee
to cause the Assured to suffer a loss covered by this Bond; and |
| ii. | within
forty-eight (48) hours of discovering an Employee has committed any dishonest or fraudulent
act, shall notify the Company of such action and provide full particulars of such dishonest
or fraudulent act. |
| d. | This
Bond terminates as to any Employee sixty (60) days after receipt by each Assured
and the U.S. Securities and Exchange Commission of written notice from the Company of its
decision to terminate this Bond as to any Employee. |
| a. | Books
Of Account Or Other Records |
The
value of any loss of Property consisting of books of account or other records used by the Assured in the conduct of its
business shall be the amount paid by the Assured for blank books, blank pages, or other materials which replace the lost books
of account or other records, plus the cost of labor paid by the Assured for the actual transcription or copying of data to reproduce
such books of account or other records.
Any
loss of Money, or loss payable in Money, shall be paid in the Money of the United States of America or the dollar
equivalent of it, determined by the free market rate of exchange in effect at the time of discovery of such loss.
The
value of any loss of Property, except as otherwise provided for in this Section 14., shall be the actual cash value or the cost
of repairing or replacing such Property with Property of like quality and value, whichever is less.
| |
Financial
Institution Bond
For Investment Companies |
The
value of any loss of Securities shall be the average market value of such Securities on the business day immediately preceding
discovery of such loss, provided that the value of any Securities replaced by the Assured, with the consent of the Company
and prior to the settlement of any claim for them, shall be the actual market value at the time of replacement. In the case of a loss
of interim certificates, warrants, rights or other Securities, the production of which is necessary to the exercise of subscription,
conversion, redemption or deposit privileges, the value of them shall be the market value of such privileges immediately preceding their
expiration if the loss is not discovered until after their expiration. If no market price is quoted for such Securities or for
such privileges, the value shall be fixed by agreement of the parties.
| VI. | COMPLIANCE
WITH APPLICABLE TRADE SANCTION LAWS |
This
Bond does not apply to the extent that trade or economic sanctions law or other similar laws or regulations prohibit the Company from
providing insurance.
NEW
YORK AMENDATORY ENDORSEMENT
Named
Assured
INNOVATION
ACCESS FUND |
Endorsement
Number
1 |
Bond
Number
J07025373 |
Bond
Period
03-10-2026
to 03-10-2027 |
Effective
Date of Endorsement
March
10, 2026 |
Issued
By
Federal
Insurance Company |
| |
|
|
THIS
ENDORSEMENT CHANGES THE BOND. PLEASE READ IT CAREFULLY.
This
endorsement modifies insurance provided under the following:
FINANCIAL
INSTITUTION BOND FOR INVESTMENT COMPANIES
In
consideration of the premium charged, it is agreed that:
| 1. | Section
V. CONDITIONS AND LIMITATIONS of this Bond is amended as follows: |
| A. | Paragraph
a of Subsection 9. Notice To Company – Proof- Legal Proceedings Against Company is
deleted and replaced with the following: |
| | a. | The
Assured shall give the Company notice at the earliest practicable moment, not to exceed
sixty (60) days after discovery of a loss, as long as such notification does not impede the
Company’s investigation of any claim, in an amount that is in excess of 50% of the
applicable Deductible Amount, as stated in Item 3 of the Declarations. |
| B. | Subsection
13. Termination is amended by adding the following: |
The
Company shall refund the unearned premium computed at customary short rates if this Bond is terminated by the Assured. Under any
other circumstances, the refund shall be computed pro rata. Payment or tender of any unearned premium by the Company shall not be a condition
precedent to the effectiveness of such termination, but such payment shall be made as soon as practicable.
The
Company shall mail or deliver a copy of any notice of termination of this Bond to the agent or broker of record, if any, at its last
address known to the Company. Any notice of termination by the Company shall state the specific reason(s) for, and the effective date
of such termination.
| 2. | The
following section is added to this Bond: |
NONRENEWAL
AND CONDITIONAL RENEWAL
| (A) | If
the Company (a) nonrenews this Bond, or (b) conditions its renewal upon a change in limits,
change in the type of coverage, reduction of coverage, increased deductible or addition of
exclusions, or upon increased premiums in excess of ten percent (10%) of the expiring rate
(exclusive of premiums attributable to increased exposure subsequent to issuance of this
Bond or at the request of the Assured or as a result of experience rating or retrospective
rating), the Company shall provide notice to the Assured as follows: |
| (1) | The
Company will mail or deliver to the Assured between sixty (60) days and one hundred
twenty (120) days advance written notice containing the specific reason or reasons for nonrenewal
or conditional renewal, the amount of any premium increase, the nature of any other proposed
changes and the Assured’s rights, if any, to coverage and the duration of such
coverage. Such notice will not be provided in the event that the Assured or its agent
or broker of record has mailed or delivered written notice that this Bond has been replaced
or is no longer desired. Additionally, if the Company provides notice of nonrenewal and subsequently
extends the Bond Period for ninety (90) days or less, no additional notice of nonrenewal
will be given. |
| (2) | If
before the expiration date in Item 1 of the Declarations the Company provides an incomplete
or late conditional renewal notice, coverage hereunder will remain in effect on the same
terms and conditions and at the lower of the current rates or the rates for the prior Bond
Period until sixty (60) days after proper notice is mailed, unless the Assured elects
to cancel sooner, If however, |
the
Assured elects to accept the terms, conditions and rates of the conditional renewal notice and renews this Bond on that basis,
then such terms, conditions and rates will govern upon (a) the expirations of such sixty (60) day period, if notice of conditional renewal
was provided to the Assured less than thirty (3) days before this Bond expiration date; or (b) this Bond’s expiration date,
if notice of conditional renewal was provided to the Assured at least thirty (30) days before this Bond’s expiration date.
| (3) | If
the Bond Period is extended due to late notice of nonrenewal or conditional renewal, then
the Limits of Liability will be increased in proportion to the period for which the Bond
Period is extended, provided that if the Assured accepts the terms, conditions and
rates of a conditional renewal notice, such increase will be inapplicable and, instead, new
Limits of Liability applicable to the renewal period shall become effective as of the inception
date of the renewal Bond. |
| (4) | If
the Company does not provide notice of nonrenewal or conditional renewal before the Bond
expiration date set forth in Item 1 of the Declarations, then the Assured may purchase
coverage on the same terms and conditions as the Bond for another Bond Period or for the
immediately preceding Bond Period. |
| (B) | The
Company shall mail or deliver a copy of any notice of nonrenewal of this Bond by the Company
to the agent or broker of record, if any, at its last address known to the Company. Any notice
of nonrenewal by the Company shall state the specific reason(s) for, and the effective date
of, such nonrenewal. |
This
Bond will be deemed to have been amended to the extent necessary to effect the purposes and intent of this Amendatory Endorsement.
The
regulatory requirements set forth in this Amendatory Endorsement shall supersede and take precedence over any provisions of this Bond
or any endorsement to this Bond, whenever added, that are inconsistent with or contrary to the provisions of this Amendatory Endorsement,
unless such Bond or endorsement provisions comply with the applicable insurance laws of the State of New York.
The
title and any headings in this endorsement/rider are solely for convenience and form not part of the terms and conditions of coverage.
All
other terms, conditions and limitations of this Bond shall remain unchanged.
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Authorized Representative |
Exhibit
B
CERTIFICATE
OF SECRETARY
I,
Jennifer Shufro, Secretary of Innovation Access Fund (the “Fund”), hereby certify that the following resolutions have been
adopted by the Board of Trustees of the Fund (the “Board”) at a meeting duly called and held on February 26, 2026, at which
a quorum was present and acting throughout:
RESOLVED,
That the Board, including all of the Independent Trustees, hereby determines that the Fidelity Bond issued by Chubb covering any employee
of the “insured,” as such term is defined by the Fidelity Bond, in accordance with the requirements of Rule 17g-1 under Section
17(g) of the 1940 Act, in the amount of up to $450,000 is reasonable in form and amount, after having given due consideration to the
value of the assets of the Fund, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the
nature of the securities held by the Fund; and further
RESOLVED,
That the total amount of coverage under the Fidelity Bond is at least equal to the amount of coverage required to be provided and maintained
pursuant to Rule 17g-1(d)(1); and further
RESOLVED,
That the Board, including all of the Independent Trustees, hereby approves the Fidelity Bond and authorizes the payment by the Fund of
the annual premium on the Fidelity Bond of approximately $2,000, which the Independent Trustees determine is fair and reasonable after
giving due consideration to all relevant factors; and further
RESOLVED,
That in the event that the amount of coverage under the Fidelity Bond is required in the future to be increased in order to satisfy the
minimum bonding requirements of Rule 17g-1, the proper officers of the Fund be, and hereby are, authorized to take such actions as may
be necessary to obtain an increase in the amount of the Fidelity Bond coverage to comply with such requirements; and further
RESOLVED,
That Greg Jakubowsky, or any officer of the Fund, or his or her designee, including The Bank of New York Mellon, be, and hereby is designated
to make all filings with the Securities and Exchange Commission and to give all notices on behalf of the Fund, as required by paragraph
(g) of Rule 17g-1 promulgated under the 1940 Act; and further
RESOLVED,
That the proper officers of the Fund be, and hereby are, authorized and directed to take such other actions as they deem to be necessary
or appropriate, in consultation with counsel, to implement the foregoing resolutions.
IN
WITNESS WHEREOF, the undersigned has hereunto set her hand this 13th day of May, 2026.
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/s/
Jennifer Shufro |
| |
Jennifer
Shufro |
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Secretary |
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