Approved at the June 10, 2026 meeting of the Pershing Square USA, Ltd. Board of Trustees.
Resolutions Approving Fidelity Bond
WHEREAS, Section 17(g) of the 1940 Act and Rule 17g-1(a) thereunder require a registered investment company, such as the Fund, to provide and maintain a bond which has been issued by a reputable fidelity insurance company authorized to do business in the place where the bond is issued, to protect the Fund against larceny and embezzlement, covering each officer and employee of the company who may singly, or jointly with others, have access to the securities or funds of the company, either directly or through authority to draw upon such funds of, or to direct generally, the disposition of such securities, unless the officer or employee has such access solely through his position as an officer or employee of a bank (each, a “covered person”);
WHEREAS, Rule 17g-1 under the 1940 Act specifies that the bond may be in the form of (i) an individual bond for each covered person, or a schedule or blanket bond covering such persons, (ii) a blanket bond which names the Fund as the only insured, or (iii) a bond which names the Fund and one or more other parties as insureds, as permitted by Rule 17g-1 under the 1940 Act;
WHEREAS, Rule 17g-1 under the 1940 Act requires that a majority of the Non-Interested Trustees (i) approve as often as their fiduciary duties require (but not less than once every 12 months) the reasonableness of the form and amount of the bond, with due consideration to all relevant factors, and (ii) approve the premium to be paid for the bond, as described in the materials presented at the meeting;
WHEREAS, under Rule 17g-1 under the 1940 Act, the Fund is required to make certain filings with the SEC and give certain notices to each member of the Board in connection with the bond, and designate an officer who shall make such filings and give such notices; and
WHEREAS, the Board has determined that the Fund should obtain fidelity bond coverage in the amount sufficient to cover the minimum legal requirements pertinent to the Fund as required by Rule 17g-1 under the 1940 Act; and
WHEREAS, the Board in making such determination, has considered various factors including, but not limited to, the value of the aggregate assets of the Fund to which any covered person may have access, the type and terms of the arrangements made for the custody and safekeeping of such assets, and the nature of securities and other investments to be held by the Fund.
NOW THEREFORE BE IT
RESOLVED, that the Board, and separately the Non-Interested Trustees, determines that the fidelity bond, in the aggregate amount of $2,500,000, with a premium of $3,581 for the Fund, covering, among others, officers and employees of the Fund (the “Bond”) in accordance with the requirements of Rule 17g-1 (“Rule 17g-1”) promulgated by the SEC under Section 17(g) under the 1940 Act, is reasonable in form and amount, after having given due consideration to all factors considered by the Board and Non-Interested Trustees to be relevant including, among other things, the value of the aggregate assets of the Fund to which any person covered under the Bond may have access, the type and terms of the arrangements made for the custody and safekeeping of assets of the Fund and the nature of the securities in the Fund; and be it
FURTHER RESOLVED, that the appropriate officers of the Fund be, and each of them hereby is, authorized and directed to obtain and bind the aforementioned fidelity bond coverage for the Fund; and be it
FURTHER RESOLVED, that the participation by the Fund in the Bond is in the best interests of the Fund; and be it
FURTHER RESOLVED, that the appropriate officers and agents of the Fund, be, and each hereby is, authorized to file or cause the filing of the Bond with the SEC and give the notices required under Paragraph (g) of Rule 17g-1.