[LOGO]
HARRIS & HARRIS GROUP, INC.
March 27, 2008
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Harris & Harris Group, Inc.
File Number 814-176
Dear Sir or Madam:
Filed herewith is the fidelity bond for Harris & Harris Group, Inc. as required
by Rule 17g-1 under the Investment Company Act of 1940 (the "1940 Act") for the
periods covering March 4, 2008 through March 4, 2009. Enclosed is a copy of the
executed bond endorsements and the resolutions approved by a majority of the
board of directors of the company who are not "interested persons" as defined by
Section 2(a)(19) of the 1940 Act. The premiums of the bond ($11,190) have been
paid for the entire period covered by the bond. Please contact the undersigned
at 212-582-0900, ext. 15 with any questions.
Sincerely,
/s/ Sandra M. Forman
Sandra M. Forman
General Counsel
SMF/jm
Enclosures
111 WEST 57TH STREET SUITE 1100 NEW YORK, NY 10019 212-582-0900 FAX 212-582-9563
HARRIS & HARRIS GROUP, INC.
Unanimous Written Consent
by the Directors of the Board
February 28, 2008
Pursuant to Section 708 (b) of the New York Business Corporation Law (the
"NYBCL"), the undersigned, the members of the Board of Directors of Harris &
Harris Group, Inc. (the "Company"), hereby adopt and consent to the adoption of
the following resolutions and agree that said resolutions shall have the same
force and effect as if adopted at a meeting of the Board of Directors duly
called and held for such purpose.
WHEREAS, Section 17(g) of the Investment Company Act of 1940 (the
"1940 Act"), and Rule 17g-1(a) thereunder, requires a business development
company (a "BDC"), such as the Company, to provide and maintain a bond
which shall be issued by a reputable fidelity insurance company,
authorized to do business in the place where the bond is issued, to
protect the Company against larceny and embezzlement, covering each
officer and employee of the BDC who may singly, or jointly with others,
have access to the securities or funds of the BDC, 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 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 Company as
the only insured (a "single insured bond"), or (iii) a bond which names
the Company and one or more other parties as insureds (a "joint insured
bond"), as permitted by Rule 17g-1;
WHEREAS, the Rule requires that a majority of directors who are not
"interested persons" of the BDC approve periodically (but not less than
once every 12 months) the reasonableness of the form and amount of the
bond, with due consideration to the value of the aggregate assets of the
Company 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 Company;
and
WHEREAS, under the Rule, the Company is required to make certain
filings with the SEC and give certain notices to each member of the Board
of Directors in connection with the bond as specified in the accompanying
memorandum attached hereto, and designate an officer who shall make such
filings and give such notices.
NOW, THEREFORE, BE IT RESOLVED, that having considered the expected
aggregate value of the securities and funds of the Company to which
officers or employees of the Company may have access (either directly or
through authority to draw upon such funds or to direct generally the
disposition of such securities), the type and terms of the arrangements
made for the custody of such securities and funds, the nature of
securities and other investments to be held by the Company, the accounting
procedures and controls of the Company, the nature and method of
conducting the operations of the Company, and the requirements of Section
17(g) of the 1940 Act and Rule 17g-1 thereunder, it is determined that the
amount, type, form, premium and coverage of the bond, a copy of which is
attached here to as Exhibit A, covering the officers and employees of the
Company and insuring the Company against loss from fraudulent or dishonest
acts, including larceny and embezzlement, issued by Great American
Insurance Group in the amount of $6,000,000 and a premium of $11,190, (the
"Fidelity Bond") are hereby approved;
FURTHER RESOLVED, that the officers of the Company be, and they
hereby are, authorized to take all appropriate actions, with the advice of
legal counsel to the Company, to provide and maintain the Fidelity Bond on
behalf of the Company; and
FURTHER RESOLVED, that the General Counsel of the Company is hereby
designated and directed to:
(1) File with the SEC within 10 days after receipt of the executed
Fidelity Bond, or any amendment thereof:
(i) a copy of the Fidelity Bond;
(ii) a copy of each resolution of the Board of Directors,
including a majority of the directors who are not
"interested persons" of the Company, approving the
amount, type, form and coverage of the Fidelity Bond and
the premium to be paid by the Company;
(iii) a statement as to the period for which premiums have
been paid; and
(iv) a copy of any amendment to such agreement within 10 days
after the execution of such amendment.
(2) File with the SEC, in writing, within five days after the
making of a claim under the Fidelity Bond by the Company, a
statement of the nature and amount thereof;
(3) File with the SEC, within five days after the receipt thereof,
a copy of the terms of the settlement of any claim under the
Fidelity Bond by the Company; and
(4) Notify by registered mail each member of the Board of
Directors at his or her last known residence address of:
(i) any cancellation, termination or modification of the
Fidelity Bond, not less than 45 days prior to the
effective date of the cancellation, termination or
modification;
(ii) the filing and the settlement of any claim under the
Fidelity Bond by the Company, at the time the filings
required by (2) and (3) above are made with the SEC; and
(iii) the filing and proposed terms of settlement of any claim
under the Fidelity Bond by any other named insured,
within five days of the receipt of a notice from the
issuer of the Fidelity Bond.
These actions are taken this 28th day February, 2008.
This Unanimous Written Consent may be signed in two or more counterparts,
which together shall constitute a single written consent.
/s/ Charles E. Harris /s/ Douglas W. Jamison
----------------------------------- -----------------------------------
Charles E. Harris (Chairman) Douglas W. Jamison
/s/ W. Dillaway Ayres, Jr. /s/ C. Wayne Bardin
----------------------------------- -----------------------------------
W. Dillaway Ayres, Jr. C. Wayne Bardin
/s/ Phillip A. Bauman /s/ G. Morgan Browne
----------------------------------- -----------------------------------
Phillip A. Bauman G. Morgan Browne
/s/ Dugald A. Fletcher /s/ Kelly S. Kirkpatrick
----------------------------------- -----------------------------------
Dugald A. Fletcher Kelly S. Kirkpatrick
/s/ Lori D. Pressman /s/ Charles E. Ramsey
----------------------------------- -----------------------------------
Lori D. Pressman Charles E. Ramsey
/s/ James E. Roberts /s/ Richard P. Shanley
----------------------------------- -----------------------------------
James E. Roberts Richard P. Shanley
[LOGO] GREAT AMERICAN
INSURED COPY
234-62-24 - 00
INVESTMENT COMPANY BOND
GREAT AMERICAN INSURANCE COMPANY
(A Stock Insurance Company, Herein Called the Underwriter)
DECLARATIONS Bond No. 234-62-24 - 00
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Item 1. Name of Insured (herein called Insured): Harris & Harris Group, Inc.
Principal Address: 111 West 57th Street,
Suite 1100
New York, NY 10019
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Item 2. Bond Period from 12:01 a.m. 03/04/2008 to 12:01 a.m. 03/04/2009 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
Limit of Liability Deductible
Insuring Agreement (A)-FIDELITY $6,000,000 $0
Insuring Agreement (B)-ON PREMISES $6,000,000 $15,000
Insuring Agreement (C)-IN TRANSIT $6,000,000 $15,000
Insuring Agreement (D)-FORGERY OR ALTERATION $6,000,000 $15,000
Insuring Agreement (E)-SECURITIES $6,000,000 $15,000
Insuring Agreement (F)-COUNTERFEIT CURRENCY $6,000,000 $15,000
Insuring Agreement (G)-STOP PAYMENT $ 100,000 $ 5,000
Insuring Agreement (H)-UNCOLLECTIBLE ITEMS OF DEPOSIT $ 100,000 $ 5,000
Insuring Agreement (I)-AUDIT EXPENSE $ 100,000 $ 5,000
Insuring Agreement (J)-TELEFACSIMILE TRANSMISSIONS Not Covered N/A
Insuring Agreement (K)-UNAUTHORIZED SIGNATURES $ 100,000 $ 5,000
Optional Insuring Agreements and Coverages
Insuring Agreement (L)-COMPUTER SYSTEMS $6,000,000 $15,000
Insuring Agreement (M)-AUTOMATED PHONE SYSTEMS Not Covered N/A
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: N/A
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Item 5. The liability of the Underwriter is subject to the terms of the
following riders attached hereto: Riders No. 1
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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
234-61-65 - 00 such termination or cancellation to be effective as of
the time this bond becomes effective.
[SEAL]
By: Frank J. Schechtacher, Jr.
--------------------------------
(Authorized Representative)
[LOGO] GREAT AMERICAN
INSURED COPY
234-62-24-00
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
(A) FIDELITY
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.
(B) ON PREMISES
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
hold-up 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.
(C) IN TRANSIT
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.
(D) FORGERY OR ALTERATION
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
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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.
(E) SECURITIES
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
(a) counterfeited, or
(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 (E) hereof.
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.
The 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.
(F) COUNTERFEIT CURRENCY
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.
(G) STOP PAYMENT
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.
(H) UNCOLLECTIBLE ITEMS OF DEPOSIT
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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(I) AUDIT EXPENSE
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 fraudulent
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.
(J) TELEFACSIMILE TRANSMISSIONS
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:
(i) 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
(ii) 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.
(K) UNAUTHORIZED SIGNATURES
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.
(B) WARRANTY
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.
(C) COURT COSTS AND ATTORNEYS' FEES (Applicable to all Insuring Agreements or
Coverages now or hereafter forming part of this bond)
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 Insured's liability or alleged liability on account of any loss,
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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.
The 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.
(D) FORMER EMPLOYEE
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:
(a) "Employee" means:
(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
(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),
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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 as
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 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.
(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 (D), 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
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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
(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
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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.
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
therein, 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.
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.
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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 if 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;
(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
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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.
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.
IN WITNESS WHEREOF, the Underwriter has caused this bond to be executed on the
Declarations Page.
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RIDER NO. 1
INSURING AGREEMENT L
To be attached to and form part of Bond No. 234-62-24 - 00
in favor of Harris & Harris Group, Inc.
It is agreed that:
1. The attached bond is amended by adding an additional Insuring Agreement as
follows:
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:
(i) cause the Insured or its agent(s) to sustain a loss, and
(ii) obtain financial benefit for that individual or for other persons
intended by that individual to receive financial benefit,
(iii) and further provided such voice instructions or advices:
(a) were made by a person who purported to represent an individual
authorized to make such voice instructions or advices; and
(b) 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 telephone. The Insured or
its agent(s) warrant that they shall make their best efforts to maintain the
electronic recording system on a continuos 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 omission of any Employee(s) or agent(s) of the Insured.
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SCHEDULE OF SYSTEMS
Insureds Proprietary System
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,
(c) terminal devices,
(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 exclusion 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) Section 9-NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL
LIABILITY
(c) 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
Dollars, $6,000,000.
8. The Underwriter shall be liable hereunder for the amount by which one loss
shall be in excess of $15,000 (herein called the Deductible Amount) but not in
excess of the Limit of Liability stated above.
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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 cancelling 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 shore rates if this
Rider is terminated or cancelled or reduces by notice from, or at the instance
of the Insured.
11. Section 4-LOSS-NOTICE-PROOF-LEGAL PROCEEDING of the Conditions and
Limitations of this bond 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 or advices."
12. Notwithstanding the foregoing, however, coverage afforded by the 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. This rider shall become effective as of 12:01 a.m. on 03/04/2008 standard
time.
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