TRAVELERS
FINANCIAL INSTITUTION BOND
Standard Form No.14, Revised to October, 1987
ST. PAUL MERCURY INSURANCE COMPANY Bond No. 480PB0536 (Herein called
Underwriter)
DECLARATIONS
Item 1. Name of Insured (herein called Insured): Principal Address:
BOULDER TOTAL RETURN FUND, INC. 2344 SPRUCE ST., SUITE A BOULDER, CO 80302
Item 2. Bond Period: from 12:01 a.m. on 02/19/2007 to 12:01 a.m. on 02/19/2010
(M) NTH, DAY,YEAR) (MONTH,DAY,YEAR) standard time.
Item 3. The Aggregate Liability of the Underwriter during the Bond Period shall
be $2,175,000
Item 4. Subject to Sections 4 and 11 hereof,
the Single Loss Limit of Liability is $2 ,175, 000 and the Single Loss
Deductible is $10,000
Provided, however, that if any amounts are inserted below opposite specified
Insuring Agreements or Coverage, those amounts shall be controlling. Any amount
set forth below shall be part of and not in addition to amounts set forth above.
(If an Insuring Agreement or Coverage is to be deleted, insert "Not Covered.")
Single Loss Limit of Single
Liability Loss
Deductible
..
Amount applicable to:
Insuring Agreement (D) -FORGERY OR ALTERATION $2,175,000 $10,000
Insuring Agreement (E) -SE CURITIE S $2,175,000 $10,000
Coverage on Partners $ $
Optional Insuring Agreements and Coverages:
(F)-COUNTERFEIT CURRENCY $2,175,000 $10,000
COMPUTER SYSTEMS FRAUD $2,175,000 $10,000
(N)-EXTORTION $ $
-THREATS TO PERSON $2,175,000 $10,000
-THREATS TO PROPERTY $2,175,000 $10,000
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.
Item 5. The liability of the Underwriter is subject to the terms of the
following riders attached hereto: MAN1415 03-05, SR5109A 05-57, SR5935I 12-93,
SR5956B 06-90, SR6003E 12-93, SR6100E 12-93, SR6196 12-93, SR6275 09-05,
MEL0008, MEL0667 10-02, MELl135 10-03, MEL2233 01-05, MEL4328 06-06
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Item 6. The Insured by the acceptance of this bond gives notice to the
Underwriter terminating or canceling prior bond{s) or policy(ies)
No.(s) 103558885
such termination or cancelation to be effective as of the time this bond becomes
effective.
/s/ Brian MacLean
President
/s/
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The Underwriter, in consideration of an agreed premium, and in reliance upon all
statements made and information furnished to the Underwriter by the Insured in
applying for this bond, and subject to the Declarations, Insuring Agreements,
General Agreements, Conditions and Limitations and other terms hereof, agrees to
indemnify the Insured for:
INSURING AGREEMENTS
FIDELITY
(A) Loss resulting directly from dishonest or fraudulent acts committed by
an Employee acting alone or in collusion with others. Such dishonest or
fraudulent acts must be committed by the Employee with the manifest intent
(a) to cause the Insured to sustain such loss; and
(b) to obtain financial benefit for the Employee and which, in fact,
result in obtaining such benefit.
As used in this Insuring Agreement, financial benefit does not include any
employee benefits earned in the normal course of employment, including salaries,
commissions, fees, bonuses, promotions, awards, profit sharing or pensions.
ON PREMISES
(B)(1) Loss of Property resulting directly from
(a) robbery, burglary, misplacement, mysterious unexplainable
disappearance and damage thereto or destruction thereof, or
(b) theft, false pretenses, common-law or statutory larceny, committed
by a person present in an office or on the premises of the Insured,
While the Property is lodged or deposited within offices or premises
located anywhere.
(2) Loss or damage to
(a) furnishings, fixtures, supplies or equipment within an office of
the Insured covered under this bond resulting directly from larceny or
theft in, or by burglary or robbery of, such office, or attempt
thereat, or by vandalism or malicious mischief, or
(b) such office resulting from larceny or theft in, or by burglary or
robbery of such office or attempt thereat, or to the interior of such
office by vandalism or malicious mischief Provided that
(i) the Insured is the owner of such furnishings, fixtures,
supplies, equipment, or office and is liable for such loss
or damage, and
(ii) the loss is not caused by fire.
IN TRANSIT
(C) Loss of property resulting directly from robbery, common-law or
statutory larceny, theft, misplacement mysterious unexplainable
disappearance, being lost or made away with, and damage thereto or
destruction thereof, while the Property is in transit anywhere in the
custody of
(a) a natural person acting as a messenger of the Insured (or another
natural person acting as messenger or custodian during an emergency
arising from the incapacity of the original messenger, or
(b) a Transportation Company and being transported in an armored
vehicle, or
(c) 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:
(i) records, whether recorded in writing or electronically, and
(ii) Certified Securities issued in registered form and not
endorsed, or with restrictive endorsements, and
(iii) Negotiable Instruments not payable to bearer, or not
endorsed, or with restrictive endorsements.
Coverage under this Insuring Agreement begins immediately upon the receipt of
such Property by the natural person or Transportation Company and ends
immediately upon delivery to the designated recipient or its agent.
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FORGERY OR ALTERATION
(D) Loss resulting directly from
(1) Forgery or alteration of, on or in any Negotiable Instrument
(except an Evidence of Debt), Acceptance, Withdrawal Order, receipt
for the withdrawal of Property, Certificate of Deposit or Letter of
Credit.
(2) transferring, paying or delivering any funds or Property or
establishing any credit or giving any value on the faith of any
written instructions or advices directed to the Insured and
authorizing or acknowledging the transfer, payment, delivery or
receipt of funds or Property, which instructions or advices purport to
have been signed or endorsed by any customer of the Insured or by any
financial institution but which instructions or advices either bear a
signature which is a Forgery or have been altered without the
knowledge and consent of such customer or financial institution.
A mechanically reproduced facsimile signature is treated the same as a
handwritten signature.
SECURITIES
(E) Loss resulting directly from the insured having, in good faith, for its
own account or for the account of others
(1) acquired, sold or delivered, or given value, extended credit or
assumed liability, on the faith of, any original
(a) Certificated Security,
(b) Deed, mortgage or other instrument conveying title to, or
creating or discharging a lien upon, real property,
(c) Evidence of Debt,
(d) Instruction to a Federal Reserve Bank of the United States,
or
(e) Statement of Uncertificated Security of any Federal Reserve
Bank of the United States which
(i) bears a signature or any maker, drawer, issuer,
endorser, assignor, lessee, transfer agent, registrar,
acceptor, surety, guarantor, or of any person signing
in any other capacity which is a Forgery, or
(ii) is altered, or
(iii) is lost or stolen;
(2) guaranteed in writing or witnessed any signature upon any
transfer, assignment, bill of sale, power of attorney, Guarantee, or
any items listed in (a) through (c) above.
(3) acquired, sold or delivered, or given value, extended credit or
assumed liability, on the faith of any item listed in (a) and (b)
above which is a Counterfeit.
A mechanically reproduced facsimile signature is treated the same as a
handwritten signature.
COUNTERFEIT CURRENCY
(F) Loss resulting directly from the receipt by the Insured, in good faith, of
any Counterfeit Money of the United States of America, Canada or of any other
country in which the Insured maintains a branch office.
GENERAL AGREEMENTS
NOMINEES
A. Loss sustained by any nominee organized by the Insured for the purpose of
handling certain of its business transactions and composed exclusively of its
Employees shall, for all the purposes of this bond and whether or not any
partner of such nominee is implicated in such loss, be deemed to be loss
sustained by the Insured.
ADDITIONAL OFFICES OR EMPLOYEES -CONSOLIDATION, MERGER OR PURCHASE OF ASSETS
-NOTICE
B. If the Insured shall, while this bond is in force, establish any additional
offices, other than by consolidation or merger with, or purchase or acquisition
of assets or liabilities of, another institution, such offices shall be
automatically covered hereunder from the date of such establishment without the
requirement of notice to the Underwriter or the payment of additional premium
for the remainder of the premium period.
If the Insured shall, while this bond is in force, consolidate or merge with, or
purchase or acquire assets or liabilities of, another institution, the
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Insured shall not have such coverage as is afforded under this bond for loss
which
(a) has occurred of will occur in offices or premises,
(b) has been caused or will be caused by an employee or employees of
such insititution, or
(c) has arisen or will arise out of the assets of liabilities
acquired by the Insured as a result of such consolidation, merger or purchase or
acquisition of assets or liabilities unless the Insured shall
(i) give the Underwriter written notice of the proposed
consolidation, merger or purchase or acquisition of
assets or liabilities prior to the proposed effective
date of such action and
(ii) obtain the written consent of the Underwriter to extend
the coverage provided by this bond to such additional
offices or premises, Employees and other exposures, and
(iii) upon obtaining such consent, pay to the Underwriter an
additional premium.
CHANGE OF CONTROL - NOTICE
C. When the Insured learns of a change in control, it shall give written notice
to the Underwriter.
As used in this General Agreement, control means the power to determine the
management or policy of a controlling holding company or the Insured by virtue
of voting stock ownership. A change in ownership of voting stock which results
in direct or indirect ownership by a stockholder or an affiliated group of
stockholders of ten percent (10%) or more of such stock shall be presumed to
result in a change of control for the purpose of the required notice.
Failure to give the required notice shall result in termination of coverage for
any loss involving a transferee, to be effective upon the date of the stock
transfer.
REPRESENTATION OF INSURED
D. The Insured represents that the information furnished in the application for
this bond is complete, true and correct. Such application constitutes part of
this bond.
Any misrepresentation, omission, concealment or incorrect statement of a
material fact, in the application or otherwise, shall be grounds for the
rescission of this bond.
JOINT INSURED
E. If two or more Insureds are covered under this bond, the first named Insured
shall act for all Insureds. Payment by the Underwriter to the first named
Insured of loss sustained by any Insured shall fully release the Underwriter on
account of such loss. If the first named Insured ceases to be covered under this
bond, the Insured next named shall thereafter be considered as the first named
Insured. Knowledge possessed or discovery made by any Insured shall constitute
knowledge or discovery by all Insureds for all purposes of this bond. The
liability of the Underwriter for loss or losses sustained by all Insureds shall
not exceed amount for which the Underwriter would have been liable had all such
loss or losses been sustained by one Insured.
NOTICE OF LEGAL PROCEEDINGS AGAINST INSURED -ELECTION TO DEFEND
F. The Insured shall notify the Underwriter at the earliest practicable moment,
not to exceed 30 days after notice thereof, of any legal proceeding brought to
determine the Insured's liability for any loss, claim or damage, which, if
established, would constitute a collectible loss under this bond. Concurrently,
the Insured shall furnish copies of all pleadings and pertinent papers to the
Underwriter.
The Underwriter, at its sole option, may elect to conduct the defense of such
legal proceeding, in whole or in part. The defense by the Underwriter shall be
in the Insured's name through attorneys selected by the Underwriter,. The
Insured shall provide all reasonable information and assistance required by the
Underwriter for such defense.
If the Underwriter elects to defend the Insured, in whole or in part, any
judgment against the Insured on those counts or causes of action which the
Underwriter defended on behalf of the Insured or any settlement in which the
Underwriter participates and all attorneys' fees, costs and expenses incurred by
the Underwriter in the defense of the litigation shall be a loss covered by this
bond.
If the Insured does not give the notices required in subsection (a) of Section 5
of this bond and in the first paragraph of this General Agreement, or if the
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Underwriter elects not to defend any causes of action, neither a judgment
against the Insured, nor a settlement of any legal proceeding by the Insured,
shall determine the existence, extent or amount of coverage under this bond for
loss sustained by the Insured, and the Underwriter shall not be liable for any
attorneys' fees, costs and expenses incurred by the Insured.
With respect to this General Agreement, subsections (b) and {d) of Section 5 of
this bond apply upon the entry of such judgment or occurrence of such settlement
instead of upon discovery of loss. In addition, the Insured must notify the
Underwriter within 30 days after such judgment is entered against it or after
the Insured settles such legal proceeding, and, subject to subsection (e) of
Section 5, the Insured may not bring legal proceedings for the recovery of such
loss after the expiration of 24 months from the date of such final judgment or
settlement.
CONDITIONS AND LIMITATIONS
DEFINITIONS
Section 1. As used in this bond:
(a) Acceptance means a draft which the drawee has, by signature written
thereon, engaged to honor as presented.
(b) Certificate of Deposit means an acknowledgment in writing by a
financial institution of receipt of Money with an engagement to repay it.
(c) Certificated Security means a share, participation or other interest in
property of or an enterprise of the issuer or an obligation of the issuer,
which is:
(1) 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 or a class or series or by its terms divisible into a
class or series of shares, participations, interests or obligations.
(d) Counterfeit means an imitation of an actual valid original which is
intended to deceive and to be taken as the original.
(e) Employee means
(1) a natural person in the service of the Insured at any of the
Insured's offices or premises covered hereunder whom the Insured
compensates directly by salary or commissions and whom the Insured has
the right to direct and control while performing services for the
Insured;
(2) an attorney retained by the Insured and an employee of such
attorney while either is performing legal services for the Insured;
(3) a person provided by an employment contractor to perform employee
duties for the Insured under the Insured's supervision at any of the
Insured's offices or premises covered hereunder, and a guest student
pursuing studies or duties in any of said offices or premises;
(4) an employee of an institution merged or consolidated with the
Insured prior to the effective date of this bond;
(5) each natural person, partnership or corporation authorized by the
Insured to perform services as data processor of checks or other
accounting records of the Insured (not including preparation or
modification of computer software or programs), herein called
Processor. (Each such Processor, and the partners, officers and
employees of such Processor shall, collectively, be deemed to be one
Employee for all the purposes of this bond, excepting , however, the
second paragraph of Section 12. A Federal Reserve Bank or clearing
house shall not be construed to be a processor.); and
(6) A Partner of the Insured, unless not covered as stated in Item 4
of the Declarations.
(f) Evidence of Debt means an instrument, including a Negotiable
Instrument, executed by a customer of the Insured and held by the Insured
which in the regular course of business is treated as evidencing the
customer's debt to the Insured.
(g) Financial Interest in the Insured of the Insured's general partner(s),
or limited partner(s), committing dishonest or fraudulent acts covered by
this bond or concerned or implicated therein means:
(1) as respects general partner(s) the value of all right, title and
interest of such general partner(s), determined as of the close of
business on the date of discovery of loss covered by this bond, in the
aggregate of:
(a) the "net worth" of the Insured, which for the purposes of
this bond, shall be
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deemed to be the excess of its total assets over its total
liabilities, without adjustment to give effect to loss covered by
this bond, (except that credit balances and equities in
proprietary accounts of the Insured, which shall include capital
accounts of partners, investment and trading accounts of the
Insured, participations of the Insured in joint accounts, and
accounts of partners which are covered by agreements providing
for the inclusion of equities therein as partnership property,
shall not be considered as liabilities) with securities, spot
commodities, commodity future contracts in such proprietary
accounts and all other assets marked to market or fair value and
with adjustment for profits and losses at the market of
contractual commitments for such proprietary accounts of the
Insured; and
(b) the value of all other Money, securities and property
belonging to such general partner(s), or in which such general
partner(s) have a pecuniary interest, held by or in the custody
of and legally available to the Insured as set-off against loss
covered by this bond;
provided, however, that if such "net worth" adjusted to give effect to
loss covered by this bond and such value of all other Money,
securities and property as set forth in (g)(I)(b) preceding, plus the
amount of coverage afforded by this bond on account of such loss is
not sufficient to enable the Insured to meet its obligations,
including its obligations to its partners other than to such general
partner(s) , then the Financial Interest in the Insured, as above
defined. Of such general partner(s) shall be reduced in an amount
necessary, or eliminated if need be, in order to enable the Insured
upon payment of loss under this bond to meet such obligations, to the
extent that such payment will enable the Insured to meet such
obligations, without any benefit accruing to such general partner(s)
from such payment; and
(2) as respects limited partners the value of such limited
partner's(') investment in the Insured.
(h) Forgery means the signing of the name of another person or organization
with intent to deceive; it does not mean 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.
(i) Guarantee means a written undertaking obligating the signer to pay the
debt of another to the Insured or its assignee or to a financial
institution from which the Insured has purchased participation in the debt,
if the debt is not pain in accordance with its terms.
(j) Instruction means a written order to the issuer of an Uncertificated
Security requesting that the transfer, pledge, or release from pledge of
the Uncertificated Security specified be registered.
(k) Letter of Credit means an engagement in writing by a bank of or other
person made at the request of a customer that the bank or other person will
honor drafts or other demands for payment upon compliance with the
conditions specified in the Letter of Credit.
(l) Money means a medium of exchange in current use authorized or adopted
by a domestic or foreign government as part of its currency.
(m) Negotiable Instrument means any writing
1. signed by the maker or drawer; and
2. containing any 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; and
3. is payable on demand or at a definite time; and
4. is payable to order or bearer.
(n) Partner means a natural person who
1. is a general partner of the Insured, or
2. is a limited partner and an Employee (as defined in Section
1(e)(1) of the bond) of the Insured.
(o) Property means Money, Certificated Securities, Uncertificated
Securities of any Federal Reserve Bank of the United States, Negotiable
Instruments, Certificates of Deposit, documents of title, Acceptances,
Evidences of Debt, security agreements, Withdrawal Orders, certificates of
origin or title, Letters of Credit, insurance policies, abstracts of title,
deeds and mortgages on real estate, revenue and other stamps, unsold state
lottery tickets, books of account and other records whether recorded in
writing or electronically, gems, jewelry, precious metals of all kinds and
in any form, and tangible items of personal property which are not herein
before enumerated.
(p) Statement of Uncertificated Security means a written statement of the
issuer of an Uncertificated Security containing:
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(q) Transportation Company means any organization which provides its own or
leased vehicles for transportation or which provides freight forwarding or
air express services.
(r) Unvcertificated Security means a share, participation or other equity
interest in property of or an enterprise of the issuer or an obligation of
the issuer, which is:
1. not represented by an instrument and the transfer of which is
registered upon 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 of
obligations.
(s) Withdrawal Order means a non-negotiable instrument, other than an
Instruction, signed by a customer of the Insured authorizing the Insured to
debit the customer's account in the amount of funds stated therein.
EXCLUSIONS
Section 2. This bond does not cover:
(a) loss resulting directly or indirectly from forgery or alteration,
except when covered under Insuring Agreements (A), (D), or (E);
(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
insurrection unless such loss occurs in transit in the circumstances
recited in Insuring Agreement (C) and unless, when such transit was
initiated, there was no knowledge of such riot, civil commotion, military,
naval or usurped power, war or insurrection on the part of any person
acting for the Insured in initiating such transit;
(c) loss resulting directly or indirectly 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 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 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 directly or indirectly from the complete or partial
nonpayment of, or default upon, any loan or transaction involving the
Insured as a lender or borrower, or extension of credit, including the
purchase, discounting or other acquisition of false or genuine accounts,
invoices, notes, agreements or Evidences of Debt, whether such loan,
transaction or extension was procured in good faith or through trick,
artifice, fraud or false pretenses, except when covered under Insuring
Agreements (A), (D) or (E);
(f) loss resulting from any violation by the Insured or by any Employee
1. of law regulating (i) the issuance, purchase or sale of
securities, (ii) securities transactions upon security exchanges
or over the counter market, (iii) investment companies, or (iv)
investment advisers, or
2. of any rule or regulation made pursuant to any such law, unless
it is established by the Insured that the act or acts which
caused the said loss involved fraudulent or dishonest conduct
which would have caused a loss to the Insured in a similar amount
in the absence of such laws, rules or regulations;
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(g) loss resulting directly or indirectly from the failure of a financial
or depository institution, or its recceiver or liquidator, to pay or
deliver, on ` demand of the Insured, funds or Property of the Insured held
by it in any capacity , except when covered under Insuring Agreements (A)
or (B)(1)(a);
(h) loss caused by an Employee, except when that when covered under
Insuring Agreement (A) or when covered under Insuring Agreement (B) or (C)
and resulting directly from misplacement, mysterious unexplainable
disappearance or destruction of or damage to Property.
(i) loss resulting directly or indirectly from transactions in a customer's
account, whether authorized or unauthorized, except the unlawful withdrawal
and conversion of Money, securities or precious metals, directly from a
customer's account by an Employee provided such unlawful withdrawal and
conversion is covered under Insuring Agreement A.
(j) damages resulting from any civil, criminal or other legal proceeding in
which the Insured is alleged to have engaged in racketeering activity
except when the Insured establishes that the act or acts giving rise to
such damages were committed by an Employee under circumstances which result
directly in a loss to the Insured covered by Insuring Agreement (A).
(k) loss resulting directly or indirectly from the use or purported use of
credit, debit, charge, access, convenience, identification, cash management
other cards
1. in obtaining credit or funds, or
2. in gaining access to automated mechanical devises which, on
behalf of the Insured, disburse Money, accept deposits, cash
checks, drafts or similar written instruments or make credit card
loans, or
3. in gaining access to point of sale terminals, customer-bank
communication terminals, or similar electronic terminals of
electronic funds transfer systems,
whether such cards were issued, or purport to have been issued, by the
Insured or by anyone other than the Insured, except when covered under
Insuring Agreement (A);
(l) loss involving automated mechanical devices which, on behalf of the
Insured, disburse Money, accept deposits, cash checks, drafts or similar
written agreements or make credit card loans, except when covered under
Insuring Agreement (A);
(m) 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);
(n) loss resulting directly or indirectly from payments made or withdrawals
from a depositor's or customer's account involving erroneous credit to such
account, unless such payments or withdrawals are physically received by
such depositor or customer or representative of such depositor or customer
who is within the office of the Insured at the time of such payment or
withdrawal, or except when covered under Insuring Agremeent (A).
(o) loss involving items of deposit which are not finally paid for any
reason, including but not limited to Forgery or any other fraud, except
when covered under Insuring Agreement (A);
(p) loss resulting directly or indirectly from counterfeiting, except when
covered under Insuring Agremeents (A), (E) or (F);
(q) loss of any tangible item of personal property which is not
specifically enumerated in the paragraph defining Property if such property
is specifically insured by other insurance of any kind and in any amount
obtained by the Insured, and in any event, loss of such property occurring
more than 60 days after the Insured takes possession of such property,
except when covered under Insuring Agreements (A) or (B)(2);
(r) loss of Property while
1. in the mail, or
2. in the custody of any Transportation Company, unless covered
under Insuring Agreement (C),
Except when covered under Insuring Agreement (A).
(s) potential income, including but not limited to interest and dividends,
not realized by the Insured or by any customer of the Insured;
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(t) damages of any type for which the Insured is legally liable, except
compensatory damages, but not multiples thereof, arising directly from a
loss covered under this bond;
(u) all fees, costs and expenses incurred by the Insured
1. in establishing the existence of or amount of loss covered under
this bond, or
2. as a party to any legal proceeding whether or not such legal
proceeding exposes the Insured to loss covered by this bond.
(v) indirect or consequential loss of any nature;
(w) loss involving any Uncertificated Security except an Uncertificated
Security of any Federal Reserve Bank of the United States or when covered
under Insuring Agreement (A);
(x) loss resulting directly or indirectly from any dishonest or fraudulent
act or acts committed by any non-Employee who is a securities, commodities,
money, mortgage, real estate, loan, insurance, property management, or
investment banking broker, agent or other reresentative of the same general
character;
(y) loss caused directly or indirectly by a Partner of the Insured unless
the amount of such loss exceeds the Financial Interest in the Insured of
such Partner and the Deductible Amount applicable to this bond, and then
for the excess only;
(z) loss resulting directly or indirectly from any actual or alleged
representation, advice, warranty or guarantee as to the performance of any
investments;
(aa) loss due to liability imposed upon the Insured as a result of the
unlawful disclosure of non-public material information by the Insured or
any Employee, or as a result of any Employee acting upon such information,
whether authorized or unauthorized.
DISCOVERY
Section 3. This bond applies to loss discovered by the Insured during the Bond
Period. Discovery occurs when the Insured first becomes aware of facts which
would cause a reasonable person to assume that a loss of a type covered by this
bond has been or will be incurred, regardless of when the act or acts causing or
contributing to such loss occurred, even though the exact amount or details of
loss may not then be known.
Discovery also occurs when the Insured receives notice of an actual or potential
claim in which it is alleged that the Insured is liable to a third party under
circumstances which, if true, would constitute a loss under this bond.
LIMIT OF LIABILITY
Section 4.
Aggregate Limit of Liability
The Underwriter's total liability for all losses discovered during the Bond
Period shown in Item 2 of the Declarations shall not exceed the Aggregate Limit
of Liability shown in Item 3 of the Declarations. The Aggregate Limit of
Liability shall be reduced by the amount of any payment made under the terms of
this bond.
Upon exhaustion of the Aggregate Limit of Liability by such payments:
(a) The Underwriter shall have no further liability for loss or losses
regardless of when discovered and whether or not previously reported to the
Underwriter, and
(b) The Underwriter shall have no obligation under General Agreement F to
continue the defense of the Insured, and upon notice by the Underwriter to
the Insured that the Aggregate Limit of Liability has been exhausted, the
Insured shall assume all responsibility for its defense at its own cost.
The Aggregate Limit of Liability shall not be increased or reinstated by any
recovery made and applied in accordance with subsections (a), (b) and (c) of
Section 7. In the event that a loss of Property is settled by the Underwriter
through the use of a lost instrument bond, such loss shall not reduce the
Aggregate Limit of Liability.
Single Loss Limit of Liability
Subject to the Aggregate Limit of Liability, the Underwriter's liability for
each Single Loss shall not exceed the applicable Single Loss Limit of Liability
shown in Item 4 of the Declarations. If a Single Loss is covered under more than
one Insuring Agreement or Coverage, the maximum amount payable shall not exceed
the largest applicable Single Loss Limit of Liability.
Single Loss Defined
Single Loss means all covered loss, including court costs and attorneys' fees
incurred by the Underwriter under General Agreement F, resulting from
TSB 5062b Ed. 10-87
Page 10 of 13
Copyright, The Surety Association of America, 1987
(a) any one act or series of related acts of burglary, robbery or attempt
thereat, in which no Employee is implicated, or
(b) any one act or series of related unintentional or negligent acts or
omissions on the part of any person (whether an Employee or not) resulting
in damage to or destruction or misplacement of Property, or
(c) all acts or omissions other than those specified in (a) and (b)
preceding, caused by any person (whether an Employee or not) or in which
such person is implicated, or
(d) any one casualty or even not specified in (a), (b) or (c) preceding.
NOTICE/PROOF -LEGAL PROCEEDINGS AGAINST UNDERWRITER
Section 5.
(a) At the earliest practicable moment, not to exceed 30 days, after
discovery of loss, the Insured shall give the Underwriter notice thereof.
(b) Within 6 months after such discovery , the Insured shall furnish to the
Underwriter proof of loss, duly sworn to, with full particulars.
(c) Lost Certificated Securities listed in a proof of loss shall be
identified by certificate or bond numbers if such securities were issued
therewith.
(d) Legal proceedings for the recovery of any loss hereunder shall not be
brought prior to the expiration of 60 days after the original proof of loss
is filed with the Underwriter or after the expiration of 24 months from the
discovery of such loss.
(e) 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 equal the minimum period of limitation provided by such
law.
(f) This bond affords coverage only in favor of the Insured. No suit,
action or legal proceedings shall be brought hereunder by anyone other than
the named Insured.
VALUATION
Section 6. Any loss of Money, or loss payable in Money, shall be paid, at the
option of the Insured, in the Money of the country in which the loss was
sustained or in the United States of America dollar equivalent determined at the
rate of exchange at the time of payment of such loss.
Securities
The Underwriter shall settle in kind its liability under the this bond on
account of a loss of any securities or, at the option of the Insured, shall pay
to the Insured the cost of replacing such securities, determined by the market
value thereof at the time of such settlement. However, if prior to such
settlement the Insured shall be compelled by the demands of a third party or by
market rules to purchase equivalent securities, and gives written notification
of this to the Underwriter, the cost incurred by the Insured shall be taken as
the value of those securities. In the case of a loss of subscription, conversion
or redemption privileges through the misplacement or loss of securities, the
amount of such loss shall be the value of such privileges immediately preceding
the expiration thereof. If such securities cannot be replaced or have no quoted
market value, or if such privileges have no quoted market value, their value
shall be determined by agreement or arbitration.
If the applicable coverage of this bond is subject to a Deductible Amount and/or
is not sufficient in amount to indemnify the Insured in full for the loss of
securities for which claim is made hereunder, the liability of the Underwriter
under this bond is limited to the payment for, or the duplication of, so much of
such securities as has a value equal to the amount of such applicable coverage.
Books of Account and Other Records
In case of loss of, or damage to, any books of account or other records used by
the Insured in 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 the blank books, blank pages or other materials plus the cost of
labor for the actual transcription or copying of the data which shall have been
furnished by the Insured in order to reproduce such books and other records.
Property other than Money, Securities or Records
In case of loss of, or damage to, any Property other than Money, securities,
books of account or other records, or damage covered under Insuring Agreement
(B)(2), the Underwriter shall not be liable for more than the actual cash value
of such Property, or of items covered under Insuring Agreement (B)(2). The
Underwriter may, at its election, pay the actual cash value of, replace or
repair such property. Disagreement between the Underwriter and the Insured as to
the cash value or as to the adequacy of repair or replacement shall be resolved
by arbitration.
TSB 5062b Ed. 10-87
Copyright, The Surety Association of America, 1987
Page 11 of 13
Set-Off
Any loss covered under this bond shall be reduced by a set-off consisting of any
amount owed to the Employee causing the loss if such loss is covered under
Insuring Agreement (A).
ASSIGNMENT -SUBROGATION -RECOVERY -COOPERATION
Section 7.
(a) In the event of payment under this bond, the Insured shall deliver, if
so requested by the Underwriter, an assignment of such of the Insured's
rights, title and interest and causes of action as it has against any
person or entity the extent of the loss payment.
(b) In the event of payment under this bond, the Underwriter shall be
subrogated to all of the Insured's rights of recovery therefore against any
person or entity to the extent of such payment.
(c) Recoveries, whether effected by the Underwriter or by the Insured,
shall be applied net of the expense of such recovery first to the
stisfaction of the Insured's loss which would otherwise have been paid but
for the fact that it is in excess of either the Single or Aggregate Limit
of Liability, secondly, to the Underwriter as reimbursement of amounts paid
in settlement of the Insured's claim, and thirdly, to the Insured in
satisfaction of any Deductible Amount. Recovery on account of loss
securities as set forth in the second paragraph of Section 6 or recovery
from reinsurance and/or indemnity of the Underwriter shall notbe deemed a
recovery as used herein.
(d) Upon the Underwriter's request and at reasonable times and places
designated by the Underwriter the Insured shall
1. submit to examination by the Underwriter and subscribe to the
same under oath; and
2. produce for the Underwriter's examination all pertinent records;
and
3. cooperate with the Underwriter in all matters pertaining to the
loss. a.
(e) The Insured shall execute all papers and render assistance to secure to
the Underwriter the rights and causes of action provided for herein. The
Insured shall do nothing after discovery of loss to prejudice such rights
or causes of action.
LIMIT OF LIABILITY UNDER THIS BOND AND PRIOR INSURANCE
Section 8. With respect to any loss set forth in sub-section (c) of Section 4 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 such other bonds or policies shall nto 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 conditions thereof,
for any such loss if the latter amount be the larger.
If the coverage of this bond supersedes in whole or in part the coverage of any
other bond or policy of insurance issued by an Insurer other than the
Underwriter and terminated, canceled or allowed to expire, the Underwriter, with
respect to any loss sustained prior to such termination, cancellation or
expiration and discovered within the period permitted under such other bond or
policy for the discovery of loss thereunder, shall be liable under this bond
only for that part of such loss covered by this bond as is in excess of the
amount recoverable or recovered on account of such loss under such other bond or
policy, anything to the contrary in such other bond or policy notwithstanding.
OTHER INSURANCE OR INDEMNITY
Section 9. Coverage afforded hereunder shall apply only as excess over any valid
and collectible insurance or indemnity obtained by the Insured, or by one other
than the Insured on Property subject to exclusion (q) or by a Transportation
Company, or by another entity on whose premises the loss occurred or which
employed the person causing the loss or the messenger conveying the Property
involved.
OWNERSHIP
Section 10. This bond shall apply to loss of Property (1) owned by the Insured,
(2) held by the Insured in any capacity, or (3) for which the Insured is legally
liable. This bond shall be for the sole use and benefit of the Insured named in
the Declarations.
DEDUCTIBLE AMOUNT
Section 11. The Underwriter shall be liable hereunder only for the amount by
which any single loss, as defined in Section 4, exceeds the Single Loss
Deductible amount for the Insuring Agreement or Coverage
TSB 5062b Ed. 10-87
Page 12 of 13 Copyright,
The Surety Association of America, 1987
applicable to such loss, subject to the Aggregate Limit of Liability and the
applicable Single Loss Limit of Liability.
The Insured shall, in the time and in the manner prescribed in this bond, give
the Underwriter notice of any loss of the kind covered by the terms of this
bond, whether or not the Underwriter is liable therefor, and upon the request of
the Underwriter shall file with it brief statement giving the particulars
concerning such loss.
TERMINATION OR CANCELATION
Section 12. This bond terminates as an entirety upon occurrence of any of the
following: -(a) 60 days after days after the receipt by the Insured of a written
notice from the Underwriter of its desire to cancel this bond, or (b)
immediately upon the receipt by the Underwriter of a written notice from the
Insured of its desire to cancel this bond, or (c) immediately upon the taking
over of the Insured by a receiver or other liquidator or by State or Federal
officials, or (d) immediately upon the taking over of the Insured by another
institution, or (e) immediately upon exhaustion of the Aggregate Limit of
Liability, or (f) immediately upon expiration of the Bond Period as set forth in
Item 2 of the Declarations.
This bond terminates as to any Employee or any partner, officer or employee of
any Processor - (a) as soon as any Insured, or any director or officer not in
collusion with such person, learns of any dishonest or fraudulent act committed
by such person at any time, whether in the employment of the Insured or
otherwise, whether or not of the type covered under Insuring Agreement (A),
against the Insured or any other person or entity, without prejudice to the loss
of any Property then in transit in the custody of such person, or (b) 15 days
after the receipt by the Insured of a written notice from the Underwriter of its
desire to cancel this bond as to such person.
Termination of the bond as to any Insured terminates liability for any loss
sustained by such Insured which is discovered after the effective date of such
termination.
In witness whereof, the Underwriter has caused this bond to be executed on the
Declarations page.
TSB 5062b Ed. 10-87
Copyright, The Surety Association of America, 1987
Page 13 of 13
ENDORSEMENT
The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING DATE ENDORSEMENT OR * EFFECTIVE DATE OF ENDORSEMENT OR RIDER
PART OF BOND NO. RIDER EXECUTED 12.01 A.M. LOCAL TIME AS SPECIFIED IN THE BOND
480PBO536 02/14/07 02/19/07
TERRORISM EXCLUSION ENDORSEMENT MAN1415 Ed. 3-05
In consideration of the premium charged, it is understood and agreed as follows:
1. The following definitions are added to this bond and are part of any
definitions section that applies to all insuring agreements or insuring clauses
of this bond:
Terrorism means:
a. any actual or threatened act of force, violence or other danger against
any persons, organizations or property;
b. any actual or threatened act that interferes with or disrupts any
electronic, communication, information or mechanical system; or
c. anything done in preparation for committing any of such acts; provided
that the act:
a. intimidates or coerces, or appears to a reasonable person to be
intended to intimidate or coerce, any government authority , any
civilian population or any segment of any civilian population;
b. disrupts, or appears to a reasonable person to be intended to
disrupt, any segment of the economy; or
c. appears to a reasonable person to be intended to further any
political, philosophical, ideological, religious, social or economic
objective.
The Described Total Incident Loss Amount means more than $25,000,000 in loss to
all types of property of all affected persons or organizations that:
a. is directly or indirectly caused by Terrorism; and
b. is covered by any insurance, or would be covered by any insurance
if any terrorism exclusion did not apply.
Such loss includes losses under any property or similar insurance that provides
business interruption coverage for owners or occupants of the damaged property
For purposes of determining The Described Total Incident Loss Amount, all acts
of Terrorism that occur within a 72-hour period and that are related, or appear
to a reasonable person to be related, by purpose or leadership shall be deemed
to be one act of Terrorism.
Nuclear, Biological or Chemical Activity means any:
a. nuclear reaction, nuclear radiation or radioactive contamination that is
produced by or involves any nuclear weapon or device; or
b. actual or threatened discharge, release, escape, seepage, migration,
disposal or other presence of any biological or chemical pathogen or
poison, or any radioactive material, if any of that discharge, release,
escape, seepage, migration, disposal or oilier presence was intended to be
involved in the Terrorism.
MANI415 Ed. 3-05
@ 2005 The St. Paul Travelers Companies, Inc. All Rights Reserved
Page I of 2
2. The following exclusion is added to this bond and is part of any exclusions
section that applies to all insuring agreements or insuring clauses of this
bond:
This bond does not cover:
Loss resulting directly or indirectly from Terrorism, including anything done to
hinder or defend against Terrorism, if the Terrorism:
a. results in The Described Total Incident Loss Amount; or
b. involves any Nuclear, Biological or Chemical Activity, regardless of
whether the Terrorism results in The Described Total Incident Loss Amount.
Because Nuclear, Biological or Chemical Activity may involve nuclear materials,
nuclear reaction, nuclear radiation, radioactive contamination or pollutants,
this exclusion applies in addition to any nuclear-related or pollution-related
exclusion that applies and is in or made part of this bond.
Nothing herein contained shall be held to vary ,alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned bond, other than as above stated.
By
INSURED MAN1415 Ed. 3-05
Page 2 of 2
@ 2005 The St. Paul Travelers Companies, Inc. All Rights Reserved
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PBO536 in favor of BOULDER TOTAL RETURN FUND, INC.
It is agreed that:
1. At the request of the Insured, the Underwriter ADDS the list of Insured under
the attached bond the following: BOULDER GROWTH AND INCOME FUND, INC. FIRST
FINANCIAL FUND, INC.
2. This rider is effective as of 12:01 a.m. on 02/19/2007
Accepted:
By:
ADDING OR DEDUCTING INSUREDS RIDER FOR USE WITH ALL FORMS OF BONDS CONTAINING A
JOINT INSURED CLAUSE OR RIDER, TO ADD OR DEDUCT JOINT INSUREDS.
INSURED
SR5109a Rev. 5-57
Copyright, The Surety Association of America, 1957
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PBO536 in favor of BOULDER TOTAL RETURN FUND, INC.
It is agreed that;
1. The Underwriter will mark its records to indicate that the Department of
Member Firms of the New York Stock Exchange is to be notified promptly
concerning substantial modification of the attached bond, or the cancelation of
the attached bond as an entirety as provided under parts (a) and (b) of Section
12., or as to any Employee or Partner covered thereunder, whether such
modification or cancelation be effected by notice from the Insured or the
Underwriter, The Underwriter will use its best efforts to so notify said
Department but failure to so notify said Department shall not impair or delay
the effectiveness of any such modification or cancelation.
2. This rider shall become effective when the bond becomes effective. V
By
CANCELATION RIDER
FOR USE WITH FINANCIAL INSTITUTION BOND, STANDARD FORM NO.14, WHEN
ISSUED TO MEMBER FIRMS OF THE NEW
YORK STOCK EXCHANGE, TO PROVIDE FOR
NOTICE OF SUBSTANIAL MODIFICATIOIN OR CANCELATIONTO SUCH EXCHANGE.
INSURED
SR5769c Rev. 2-95
Copyright, The Surety Association of America, 1995
EXTORTION -THREATS TO PERSONS RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PB0536 in favor of BOULDER TOTAL RETURN FUND, INC.
It is agreed that:
1. The attached bond is amended by deleting the last line of Exclusion (m) of
Section 2. and by substituting in lieu thereof the following:
"except with respect to (1) above, when covered under Insuring Agreement (A), or
to the extent covered under the Extortion-Threats To Persons Insuring Agreement
below, and with respect to (2) above, when covered under Insuring Agreement (A),
or to the extent covered under the Extortion- Threats to Property Insuring
Agreement ",hen added by rider to the attached bond. "
2. The attached bond is further amended by adding an additional Insuring
Agreement as follows:
EXTORTION -THREATS TO PERSONS
Loss of Property surrendered away from an office of the Insured as a result of a
threat communicated to the Insured to do bodily harm to:
(1) a director, trustee, Employee or partner of the Insured or to the
proprietor (if the Insured be a sole proprietorship), or
(2) a relative or invitee of any person enumerated in (1) above
who was, or allegedly was kidnapped, anywhere (except as scheduled below),
provided that prior to the surrender of such Property, (a) the person receiving
the threat has made a reasonable effort to report the extortionist's demand to
an associate, and (b) a reasonable effort has been made to report the
extortionist's demand to the Federal Bureau of Investigation, or foreign
equivalent thereof, and to local law enforcement authorities.
SCHEDULE
3. The Single Loss Limit of Liability and Single Loss Deductible for the
Extortion- Threats to Persons Insuring Agreement are the amounts shown on the
Declarations Page, or amendment thereto.
4. This rider shall become effective as of 12:01 a.m. on 02/19/2007
Accepted:
By
Attorney-in-Fact
EXTORTION -THREATS TO PERSONS RIDER , FOR USE WITH FINANCIAL INSTITUTION BONDS,
STANDARD FORMS NOS. 14,15,24 AND 25, TO ADD EXTORTION -THREATS TO PERSONS
COVERAGE IN FULL OR PARTIAL AMOUNT.
INSURED
SR5935I Rev. 12-93
Copyright, The Surety Association of America, 1993
EXTORTION -THREATS TO PROPERTY RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PB0536 in favor of BOULDER TOTAL RETURN FUND, INC .
It is agreed that:
1. The attached bond is amended by deleting the last line of Exclusion (m) of
Section 2 and by substituting-in lieu thereof the following:
"except with respect to (1) above, when covered under Insuring Agreement (A), or
to the extent covered under the Extortion -Threats To Persons Insuring Agreement
when added by rider to the attached bond, and with respect to (2) above, when
covered under Insuring Agreement (A), or to the extent covered under the
Extortion -Threats To Property Insuring Agreement below."
2. The attached bond is further amended by adding an additional Insuring
Agreement as follows: EXTORTION -THREATS TO PROPERTY
Loss of Property surrendered away from an office of the Insured as a result of a
threat communicated to the Insured to do damage to the premises or property of
the Insured located anywhere (except as scheduled below), provided that prior to
the surrender of such Property, (a) the person receiving the threat has made a
reasonable effort to report the extortionist's demand to an associate, and (b) a
reasonable effort has been made to report the extortionist's demand to the
Federal Bureau of Investigation, or foreign equivalent thereof, and to local law
enforcement authorities.
SCHEDULE
3. The Single Loss Limit of Liability and Single Loss Deductible for the
Extortion -Threats to Property 1nsuring Agreement are the amounts shown on the
Declarations Page, or amendment thereto.
4. This rider shall become effective as of 12 :01 a.m. on 02/19/2007
Accepted:
By
EXTORTION -THREATS TO PROPERTY RIDER FOR USE WITH FINANCIAL INSTITUTION BONDS,
STANDARD FORMS NOS. 14, 15, 24 AND 25, TO ADD EXTORTION -THREATS TO PROPERTY
COVERAGE IN FULL OR PARTIAL AMOUNT.
INSURED
SR6003e Rev .12-93
Copyright, The Surety Association of America, 1993
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PBO536 in favor of BOULDER TOTAL RETURN FUND , INC .
It is agreed that:
1. The attached bond is amended:
a. be deleting the numbered paragraph beginning
"each natural person, partnership or corporation authorized by the Insured
to perform services as Data Processor"
from the definition of "employee" in Section 1;
b. by deleting the following from the second paragraph of Section 12: "or
any partner, officer or employee of any Processor"
2. This rider shall become effective as of 12:01 a.m. on 02/ 19/2007
Accepted:
By
DELETE DATA PROCESSING COVERAGE '0; FOR USE WITH FINANCIAL INSTITUTION BOND,
STANDARD FORMS NOS. 14, 15, 24 AND 25, TO DELETE DATA PROCESSING COVERAGE.
INSURED
SR6100e Rev. 12-93
Copyright, The Surety Association of America, 1993
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No.480PBO536 in favor of BOULDER TOTAL RETURN FUND, INC.
It is agreed that:
1. The following is added to Section 2. Exclusions:
Loss resulting directly or indirectly from the dishonest or fraudulent acts of
an Employee if any Insured, or any director or officer of an Insured who is not
in collusion with such person, knows, or knew at any time, of any dishonest or
fraudulent act committed by such person at any time, whether in the employment
of the Insured or otherwise, whether or not of the type covered under Insuring
Agreement (A), against the Insured or any other person or entity and without
regard to whether the knowledge was obtained before or after the commencement of
this bond. Provided, however, that this exclusion does not apply to loss of any
Property already in transit in the custody of such person at the time such
knowledge was obtained or to loss resulting directly from dishonest or
fraudulent acts occurring prior to the time such knowledge was obtained.
2 This Rider is effective as of 12:01 a.m. on 02/19/07
KNOWLEDGE OF PRIOR DISHONESTY RIDER
FOR USE WITH FINANCIAL INSTITUTION BONDS, STANDARD FDRMS NOS. 14, 15, 24 AND 25.
REVISED SEPTEMBER, 2005.
SR 6275
Copyright, The Surety Associatjon Of America, 2005
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PBO536 in favor of BOULDER TOTAL RETURN FUND, INC.
It is agreed that:
1. The Extortion -Threats To Persons Insuring Agreement/Clause of the attached
bond does not apply to loss due to the surrender of Property away from an office
of the Insured as a result of a threat to do bodily harm to any person who
performs duties for the Insured and is principally assigned for duty to an
office of the Insured listed below, nor to the relatives or invitees of any such
person.
Insured's Offices Excluded
INSURED'S OFFICES EXCLUDED
2. This rider shall become effective as of 12:01 a.m. on 02/19/2007
Accepted:
By
EXTORTION -THREATS TO PERSONS RIDER -BRANCH OFFICE EXCLUSION FOR USE WITH ANY
FINANCIAL INSTITUTION BOND, TO EXCLUDE FROM COVERAGE , UNDER THE EXTORTION
-THREATS TO PERSONS INSURING AGREEMENT/CLAUSE CERTAIN SPECIFIED LOCATIONS.
INSURED
SR5956b Rev. 6-90
Copyright, The Surety Association of America, 1990
RIDER/ENDORSEMENT
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PBO536 in favor of BOULDER TOTAL RETURN FUND, INC.
It is agreed that:
1. The attached bond is amended by adding an Insuring Agreement as follows:
COMPUTER SYSTEMS FRAUD
Loss resulting directly from a fraudulent
(1) entry of Electronic Data or Computer Program into, or
(2) change of Electronic Data or Computer Program within
any Computer System operated by the Insured, whether owned or leased; or any
Computer System identified in the application for this bond; or a Computer
System first used by the Insured during the Bond Period, as provided by General
Agreement B of this bond;
provided that the entry or change causes
(i) Property to be transferred, paid or delivered,
(ii) an account of the Insured, or of its customer to be added, deleted, debited
or credited, or
(iii) an unauthorized account or a fictitious account to be debited or credited.
In this Insuring Agreement, fraudulent entry or change shall include such entry
or change made by an Employee of the Insured acting in good faith on an
instruction from a software contractor who has a written agreement with the
Insured to design, implement or service programs for a Computer System covered
by this Insuring Agreement.
2. In addition to the Conditions and Limitations in the bond, the following,
applicable to the Computer Systems Fraud Insuring Agreement, are added:
DEFINITIONS
(A) Computer Program means a set of related electronic instructions which direct
the operations and functions of a computer or devices connected to it which
enable the computer or devices to receive, process, store or send Electronic
Data;
(B) Computer System means
(1) computers with related peripheral components, including storage
components wherever located,
(2) systems and applications software,
(3) terminal devices, and
(4) related communications networks
by which Electronic Data are electronically collected, transmitted, processed,
stored and retrieved;
SR6196 Adopted 12-93
Page 1 of 2 Copyright,
The Surety Association of America, 1993
(C) Electronic Data means facts or information converted to a form usable in a
Computer System by Computer Programs, and which is stored on magnetic tapes or
disks, or optical storage disks or other bulk media.
EXCLUSIONS,
(A) loss resulting directly or indirectly from the assumption of liability by
the Insured by contract unless the liability arises from a loss covered by the
Computer Systems Fraud Insuring Agreement and would be imposed on the Insured
regardless of the existence of the contract:
(B) loss resulting directly or indirectly from negotiable instruments,
securities, documents or other written instruments which bear a forged
signature, or are counterfeit, altered or otherwise fraudulent and which are
used as source documentation in the preparation of Electronic Data or manually
keyed into a data terminal;
(C) loss resulting directly or indirectly from
(1) mechanical failure, faulty construction, error in design, latent
defect, fire, wear or tear, gradual deterioration, electrical
disturbance or electrical surge which affects a Computer System,
or
(2) failure or breakdown of electronic data processing media, or
(3) error omission in programming or processing;
(D) loss resulting directly or indirectly from the input of Electronic Data into
a Computer System terminal device either on the premises of a customer of the
Insured or under the control of such a customer by a person who had authorized
access to the customer's authentication mechanism;
(E) loss resulting directly or indirectly from the theft of confidential
information.
SERIES OF LOSSES
All loss or series of losses involving the fraudulent acts of one individual, or
involving fraudulent acts in which one individual is implicated, whether or not
that individual is specifically identified, shall be treated as a Single Loss
and subject to the Single Loss Limit of Liability. A series of losses involving
unidentified individuals but arising from the same method of operation shall be
deemed to involve the same individual and in that event shall be treated as a
Single Loss and subject to the Single Loss Liability.
3. The exclusion below, found in financial institution bonds forms 14, and 25,
does not apply to the Computer Systems Fraud Insuring Agreement.
"loss involving any Uncertificated Security except an Uncertificated Security of
any Federal Reserve Bank of the United States or when covered under Insuring
Agreement (A);"
4. This rider shall become effective as of 12:01 a.m. on 02/19/2007 Accepted:
By
COMPUTER SYSTEMS FRAUD INSURING AGREEMENT
FOR USE WITH FINANCIAL INSTITUTION BONDS, STANDARD FORMS NOS. 14, 15 AND 25
INSURED
SR6196 Adopted 12-93
Page 2 of 2
Copyright, The Surety Association of America,
The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date
ATTACHED TO AND FORMING DATE ENDORSEME1\"TOR * EFFECTIVE DATE OF ENDORSEMENT OR RIDER
PART OF BOND OR POLICY NQ RIDER EXECUTED 12.01 A.M LOCAL TIME AS SPECIFIED IN THE BOND OR POLICY
480PB0536 02/14/07 02/19/07
* ISSUED TO
BOULDER TOTAL RETURN FUND. INC.
It is agreed that:
1. An additional paragraph, as follows, is inserted as the fourth paragraph of
the Fidelity Insuring Agreement.
Audit Expense Coverage $ 25,000
Expense incurred by the Insured for that part of the cost of audits or
examinations required by State or Federal supervisory authorities to be
conducted either by such authorities or by independent accountants by reason of
the discovery of loss sustained by the Insured through dishonest or fraudulent
acts of any of the Employees wherein such loss exceeds the Single Loss
Deductible Amount applicable to Insuring Agreement (A). 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 anyone audit
or examination is limited to the amount stated opposite "Audit Expense
Coverage"; it being understood, however, that such expense shall be deemed to be
loss sustained by the Insured through dishonest or fraudulent acts of one or
more of the Employees and the liability of the Underwriter under this paragraph
of Insuring Agreement (A) shall be part of and not in addition to the Single
Loss Limit of Liability stated in Item 4. of the Declarations.
2. The following paragraph is substituted for Section 2(u):
(u) all fees, costs and expenses incurred by the Insured
(1) in establishing the existence of or amount of loss covered under
this bond, except to the extent covered under the portion of Insuring
Agreement
(A) entitled Audit Expense, or
(2) as a party to any legal proceeding whether or not such legal
proceeding exposes the Insured to loss covered by this bond;
3. This rider is effective as of 12::01 a.m. on 02/ 19/2007
Nothing herein contained shall be held to vary , alter, waive, or extend any of
the terms, conditions, provisions , agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.
Audit Expense Coverage
By
Authorized Representative
INSURED MEL0667 Ed. 10-02
@ 2002 The St. Paul Travelers Companies, Inc. All Rights Reserved
The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING DATE ENDORSEMENT OR * EFFECTIVE DATE OF ENDORSEMENT OR RIDER
PART OF BOND OR POLICY NO. RIDER EXECUTED 1201 AM LOCAL TIME AS SPECIFIED IN THE BOND OR POLICY
480PB053 02/14/07 02/14/07 02/19/07
* ISSUED TO
BOULDER TOTAL RETURN FUND, INC.
UNCOLLECTIBLE ITEMS OF DEPOSIT MEL1135 10-03
It is agreed that:
1. The following is added to Item 3. of the DECLARATIONS of the attached bond;
However, the Aggregate Liability of the Underwriter during the Bond Period for
losses covered under the UNCOLLECTED ITEMS OF DEPOSIT Insuring Agreement shall
be $100,000
2. The following is added to Item 4. of the DECLARATIONS of the attached bond:
The Single Loss Limit of Liability for the UNCOLLECTED ITEMS OF DEPOSIT Insuring
Agreement will be $100,000. The Single Loss Deductible for the UNCOLLECTED ITEMS
OF DEPOS IT Insuring Agreement will be $10,000.
3. The following is added to the INSURING AGREEMENTS of the attached bond:
UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting directly from the Insured having credited an account of a
customer, shareholder or subscriber on the faith of any items of deposit which
prove to be uncollectible, if the crediting of such account causes the issuance,
redemption or withdrawal of investment company shares from an investment company
fund named as an Insured.
Provided however, that (a) items of deposit shall not be deemed uncollectible
until the Insured's collection procedures have failed, (b) exchanges of shares
between investment company funds with exchange privileges shall be covered
hereunder only if all such investment company funds are insured by the
Underwriter for uncollectible items of deposit and (c) the investment company
fund shall have implemented and maintained a policy to hold items of deposit for
the minimum number of days as shown in the schedule below before paying any
dividend or permitting any withdrawal or redemption with respect to such items
of deposit, other than exchanges between funds. Regardless of the number of
transactions between funds in an exchange program, the minimum number of days an
item of deposit must be held shall begin from the date the item of deposit was
first credited to any such fund.
Schedule of Minimum Number of Days
10 days
,
MEL1135 Ed. 10-03
@ 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved
4. The following paragraph replaces Section 2(o) of the EXCLUSIONS:
(0) loss involving items of deposit which are not finally paid for any reason,
including Forgery or any other!fraud, except when covered under the FIDELITY
Insuring Agreement (A) or the UNCOLLECTIBLE ITEMS OF DEPOSIT Insuring Agreement;
5. This rider shall become effective as of 12:01 a.m. on 02/19/2007 standard
time.
Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.
By
Authorized Representative
INSURE
The following spaces preceded by an (*) need not be completed if this
endorsement or rider and the Policy have the same inception date.
ATTACCHED TO AND FORMING DATE ENDORSEMENT OR * EFFECTIVE DATE OF ENDORSEMENT OR RIDER
PART OF POLICY NQ RIDER EXECUTED 12:01 AM LOCAL TIME AS SPECIFIED IN THE POUCY
480PBO536 02/14/07 02/19/07
*ISSUED TO
BOULDER TOTAL RETURN FUND, INC.
COUNTERFEIT CURRENCY COVERAGE FOR ANY COUNTRY -AMEND INSURING AGREEMENT F
MEL2233 -Ed. 1/05 -For use with Form 14
It is agreed that:
1. Insuring Agreement F, COUNTERFEIT CURRENCY, is replaced with the following:
COUNTERFEIT CURRENCY
(F) Loss resulting directly from the receipt by the Insured, in good faith, of
any Counterfeit Money issued or purporting to have been issued by any country.
Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy, other than as above stated.
By
Authorized Representative
INSURED
@ 2005 The St. Paul Travelers Companies, Inc. All Rights Reserved
The following spaces preceded by an (*) need not be completed if the endorsement
or rider and the Bond or Policy have the same inception date.
ATTACHED TO AND FORMING DATE ENDORSEMENT OR * EFFECTIVE DATE OF ENDORSEMENT OR RIDER
PART OF BOND OR POLICY NO. RIDER EXECUTED 1201 A.M. LOCAL TIME AS SPECIFIED IN THE BOND OR
POLICY
480PB0536 02/14/07 02/19/07
ISSUED TO
BOULDER TOTAL RETURN FUND, INC.
MULTI-YEAR (ANNUALIZED AGGREGATE) RIDER
For use with SAA Form 14
MEL4328 Ed. 6/06
It is agreed that:
1. ITEM 3. of the Declarations of the attached Bond is replaced by the
following:
ITEM 3. The Annual Aggregate Liability of the Underwriter during each Annual
Period of the Bond Period shall be $2 ,175,000
2. In Section 4. LIMIT OF LIABILITY of the Conditions and LIMITATIONS, the
Aggregate Limit of Liability subsection and the Single Loss Limit of Liability
subsection are replaced by the following:
Annual Aggregate Limit of Liability
The Annual Aggregate Limit of Liability shown in Item 3. of the Declarations
shall apply separately to each consecutive Annual Period of the Bond Period
shown in Item 2 of the Declarations. Annual Period means the period of one year
following the inception date of the Bond Period shown in Item 2 of .the
Declarations or any anniversary thereof. The Underwriter's total liability for
all losses discovered during each Annual Period of the Bond Period shown in Item
2. of the Declarations shall not exceed the Annual Aggregate Limit of Liability
shown in Item 3. of the Declarations. The Annual Aggregate Limit of Liability
applicable to an Annual Period shall be reduced by the amount of any payment
made under the terms of this Bond for loss discovered during such Annual Period.
Upon exhaustion of an Annual Aggregate Limit of Liability by such payments:
(a) The Underwriter shall have no further liability for loss or losses
discovered during such Annual Period regardless of whether or not
previously reported to the Underwriter , and
(b) With respect to loss or losses discovered during such Annual
Period, the Underwriter shall have no obligation under General Agreement F.
to continue the defense of the Insured, and upon notice by the Underwriter
to the Insured that such Annual Aggregate Limit of Liability has been
exhausted, the Insured shall assume all responsibility for its defense at
its own cost.
No Annual Aggregate Limit of Liability shall be increased or reinstated by any
recovery made and applied in accordance with subsections (a), (b) and (c) of
Section 7. In the event that a loss of Property is settled by the Underwriter
through the use of a lost instrument bond, such loss shall not reduce the
applicable Annual Aggregate Limit of Liability.
Single Loss Limit of Liability
Subject to the applicable Annual Aggregate Limit of Liability, the Underwriter's
liability for each Single Loss shall not exceed the applicable Single Loss Limit
of Liability shown in Item 4. of the Declarations. If a Single Loss is covered
under more than one Insuring Agreement or Coverage, the maximum payable shall
not exceed the largest applicable Single Loss Limit of Liability .
3. Sub-part (e) of Section 12. TERMINATION OR CANCELATION of the CONDITIONS AND
LIMITATIONS is replaced with the following:
@ 2006 The St. Paul Travelers Companies, Inc. All Rights Reserved Page 1 of 2
(e) immediately upon exhaustion of any Annual Aggregate Limit of Liability, or
4. The CONDITIONS AND LIMITATIONS is amended by adding the following section:
NON-ACCUMULATION OF LIABILITY
Regardless of the number of years the attached Bond shall continue in force and
the number of premiums which shall be payable or paid, the liability of the
Underwriter under the attached Bond shall not be cumulative in amounts from year
to year or from bond period to bond period.
5. Sub-part (c) of Section 7. ASSIGNMENT-SUBROGATION-RECOVERY-COOPERATION of the
CONDITIONS AND LIMITATIONS is replaced with the following:
(c) Recoveries, whether effected by the Underwriter or by the Insured, shall be
applied net of the expense of such recovery first to the satisfaction of the
Insured's loss which would otherwise have been paid but for the fact that it is
in excess of either the Single or Annual Aggregate Limit of Liability, secondly,
to the Underwriter as reimbursement of amounts paid in settlement of the
Insured's claim, and thirdly, to the Insured in satisfaction of any Deductible
Amounts. Recovery on account of loss of securities as set forth in the second
paragraph of Section 6 or recovery from reinsurance and/or indemnity of the
Underwriter shall not be deemed a recovery as used herein.
6. The first paragraph of Section 11.DEDUCTIBLE AMOUNT of the CONDITIONS AND
LIMITATIONS is replaced with the following:
The Underwriter shall be liable hereunder only for the amount by which any
single loss, as defined in Section 4, exceeds the Single Loss Deductible amount
for the Insuring Agreement or Coverage applicable to such loss, subject to the
applicable Annual Aggregate Limit of Liability and the applicable Single Loss
Limit of Liability.
Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.
By
Authorized Representative
INSURED
Page 2 of 2 @ 2006 The St. Paul Travelers Companies, Inc. All Rights Reserved
The StPaul
RIDER
To be attached to and form part of Financial Institution Bond, Standard Form
No.14, No. 480PB0536 In favor of: BOULDER TOTAL RETURN FUND. INC.
It is agreed that:
1. The attached bond is amended by adding an Insuring Agreement as follows:
VOICE INITIATED TRANSFER FRAUD
Loss resulting from the Insured having, in good faith, transferred Funds from a
Customer's account through a Computer System covered under the terms of the
Computer Systems Fraud Insuring Agreement in reliance upon a fraudulent voice
instruction transmitted by telephone which was purported to be from:
(1) an officer, director, partner or employee of a Customer of the Insured
who was authorized by the Customer to instruct the Insured to make such a
transfer;
(2) an individual person who is a Customer of the Insured ; or
(3) an Employee of the Insured in another office of the Insured who was
authorized by the Insured to instruct other Employees of the Insured to
transfer Funds, and was received by an Employee of the Insured specifically
designated to receive and act upon such instructions, but the voice
instruction was not from a person described in (1 ), (2) or (3) above,
provided that
(i) such voice instruction was electronically recorded by the Insured
and required passwords(s) or code word(s) given; and
(ii) if the transfer was in excess of $50.000. , the voice instruction
was verified by a call back , according to a prearranged procedure.
In this Insuring Agreement:
(A) Customer means an entity or individual which has a written agreement with
the Insured authorizing the Insured to rely on voice instructions to make
transfers and which has provided the Insured with the names of persons
authorized to initiate such transfers and with which the Insured has established
an instruction verification mechanism.
(B) Funds means Money on deposit in an account.
2. In addition to the Conditions and Limitations in the bond and Computer
Systems Fraud Insuring Agreement rider, the following provisions are applicable
to the Voice Initiated Transfer Fraud Insuring Agreement:
This Insuring Agreement does not cover loss resulting directly or indirectly
from the assumption of liability by the Insured by contract unless the liability
arises from a loss covered by this Insuring Agreement and would be imposed on
the Insured regardless of the existence of the contract.
Proof of loss for claim under the Voice Initiated Transfer Insuring Agreement
must include electronic recordings of such voice instructions and the
verification callback, if such call was required.
3. This rider is effective as of 12:01 a.m. on 02/19/2007
Nothing herein contained shall be held to vary, alter, waive, or extend any of
the terms, conditions, provisions, agreements or limitations of the above
mentioned Bond or Policy, other than as above stated.
Voice Initiated Transfer Fraud
MELOO08
By ,
Attorney-in-Fact
Boulder Total Return Fund, Inc.
SECRETARY'S CERTIFICATE
THE UNDERSIGNED, Stephanie Kelley, being duly elected and acting as
Secretary of the Boulder Total Return Fund, Inc. (the "Fund") DOES HEREBY
CERTIFY that the following resolutions were adopted by the Board of Directors of
the Fund, at a meeting duly called and held on January 26, 2007. After
discussions and upon motions duly made and seconded, those Directors who are not
"interested persons" of the Fund as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), separately, and then all of the Directors,
unanimously approved the following:
RESOLVED: That the renewal of the fidelity bond coverage for the period from
February 19, 2007 to February 19, 2010, which provides coverage in the
aggregate amount of $2,175,000, (the "Bond"), is hereby approved; and
further
RESOLVED: That it is the finding of the Directors of the Boulder Total Return
Fund, Inc. (the "Fund") at this Meeting that the Bond covering officers and
employees of the Fund, in accordance with the requirements of Rule 17g-1
under the Investment Company Act of 1940, as amended (the "1940 Act"), is
reasonable in form and amount, after having given due consideration to,
among other things, the value of the aggregate assets of the Fund to which
any person covered under the Bond may have access, the custody and
safekeeping of the assets of the Fund's portfolio, and the nature of the
securities in the Fund's portfolio; and further
RESOLVED: That it is the finding of the Board of Directors, including a majority
of the Directors (the "Independent Directors") who are not "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the 1940
Act, that the Fund's participation in the arrangement, whereby the Boulder
Growth & Income Fund, Inc. and First Financial Fund, Inc. are covered under
the same Bond, is in the best interests of the Fund; and further
RESOLVED: That the Joint Bond Agreement between the Fund, the Boulder Growth &
Income Fund, Inc., and First Financial Fund, Inc., in substantially the
form presented at this meeting, be and it hereby is approved; and further
RESOLVED: That the proposed premium to be allocated to the Fund based on its
proportionate share of the sum of the premiums that would have been paid if
the bond coverage was purchased separately by such parties, be, and hereby
is, found to be fair and reasonable and is authorized by vote of a majority
of the Board of Directors (all Directors voting) and separately by a
majority of the Independent Directors; and further
RESOLVED: That the Bond be and hereby is approved by vote of a majority of the
Board of Directors (all Directors voting) and separately by a majority of
the Independent Directors; and further
RESOLVED: That the appropriate officers of the Fund be, and they hereby are,
authorized and directed to prepare, execute, and file such amendments and
supplements to the aforesaid agreement, and to take such other action as
may from time to time be necessary or appropriate in order to conform to
the provisions of the 1940 Act and the rules and regulations under that
Act; and further
RESOLVED: That the Secretary or Assistant Secretary of the Fund shall make such
filings concerning the Bond with the Securities and Exchange Commission and
give such notices as required under paragraph (g) of Rule 17g-1 promulgated
by the Securities and Exchange Commission under the 1940 Act.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate
this 5th day of April, 2007.
/s/ Stephanie Kelley
------------------------------
Stephanie Kelley
Secretary
Boulder Growth and Income Fund, Inc.
SECRETARY'S CERTIFICATE
THE UNDERSIGNED, Stephanie Kelley, being duly elected and acting as
Secretary of the Boulder Growth & Income Fund, Inc. (the "Fund") DOES HEREBY
CERTIFY that the following resolutions were adopted by the Board of Directors of
the Fund, at a meeting duly called and held on January 26, 2007. After
discussions and upon motions duly made and seconded, those Directors who are not
"interested persons" of the Fund as defined in the Investment Company Act of
1940, as amended (the "1940 Act"), separately, and then all of the Directors,
unanimously approved the following:
RESOLVED: That the renewal of the fidelity bond coverage for the period from
February 19, 2007 to February 19, 2010, which provides coverage in the
aggregate amount of $2,175,000, (the "Bond"), is hereby approved; and
further
RESOLVED: That it is the finding of the Directors of the Boulder Growth and
Income Fund, Inc. (the "Fund") at this Meeting that the Bond covering
officers and employees of the Fund, in accordance with the requirements of
Rule 17g-1 under the Investment Company Act of 1940, as amended (the "1940
Act"), is reasonable in form and amount, after having given due
consideration to, among other things, the value of the aggregate assets of
the Fund to which any person covered under the Bond may have access, the
custody and safekeeping of the assets of the Fund's portfolio, and the
nature of the securities in the Fund's portfolio; and further
RESOLVED: That it is the finding of the Board of Directors, including a majority
of the Directors (the "Independent Directors") who are not "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the 1940
Act, that the Fund's participation in the arrangement, whereby the Boulder
Total Return Fund, Inc. and First Financial Fund, Inc. are covered under
the same Bond, is in the best interests of the Fund; and further
RESOLVED: That the Joint Bond Agreement between the Fund, the Boulder Total
Return Fund, Inc., and First Financial Fund, Inc., in substantially the
form presented at this meeting, be and it hereby is approved; and further
RESOLVED: That the proposed premium to be allocated to the Fund based on its
proportionate share of the sum of the premiums that would have been paid if
the bond coverage was purchased separately by such parties, be, and hereby
is, found to be fair and reasonable and is authorized by vote of a majority
of the Board of Directors (all Directors voting) and separately by a
majority of the Independent Directors; and further
RESOLVED: That the Bond be and hereby is approved by vote of a majority of the
Board of Directors (all Directors voting) and separately by a majority of
the Independent Directors; and further
RESOLVED: That the appropriate officers of the Fund be, and they hereby are,
authorized and directed to prepare, execute, and file such amendments and
supplements to the aforesaid agreement, and to take such other action as
may from time to time be necessary or appropriate in order to conform to
the provisions of the 1940 Act and the rules and regulations under that
Act; and further
RESOLVED: That the Secretary or Assistant Secretary of the Fund shall make such
filings concerning the Bond with the Securities and Exchange Commission and
give such notices as required under paragraph (g) of Rule 17g-1 promulgated
by the Securities and Exchange Commission under the 1940 Act.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate
5th day of April, 2007.
/s/ Stephanie Kelley
------------------------------
Stephanie Kelley
Secretary
First Financial Fund, Inc.
SECRETARY'S CERTIFICATE
THE UNDERSIGNED, Stephanie Kelley, being duly elected and acting as
Secretary of the First Financial Fund, Inc. (the "Fund") DOES HEREBY
CERTIFY that the following resolutions were adopted by the Board of
Directors of the Fund, at a meeting duly called and held on January 26,
2007. After discussions and upon motions duly made and seconded, those
Directors who are not "interested persons" of the Fund as defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), separately,
and then all of the Directors, unanimously approved the following:
RESOLVED: That the renewal of the fidelity bond coverage for the period from
February 19, 2007 to February 19, 2010, which provides coverage in the
aggregate amount of $2,175,000, (the "Bond"), is hereby approved; and
further
RESOLVED: That it is the finding of the Directors of the First Financial Fund,
Inc. (the "Fund") at this Meeting that the Bond covering officers and
employees of the Fund, in accordance with the requirements of Rule 17g-1
under the Investment Company Act of 1940, as amended (the "1940 Act"), is
reasonable in form and amount, after having given due consideration to,
among other things, the value of the aggregate assets of the Fund to which
any person covered under the Bond may have access, the custody and
safekeeping of the assets of the Fund's portfolio, and the nature of the
securities in the Fund's portfolio; and further
RESOLVED: That it is the finding of the Board of Directors, including a majority
of the Directors (the "Independent Directors") who are not "interested
persons" of the Fund within the meaning of Section 2(a)(19) of the 1940
Act, that the Fund's participation in the arrangement, whereby the Boulder
Total Return Fund, Inc. and Boulder Growth & Income Fund, Inc. are covered
under the same Bond, is in the best interests of the Fund; and further
RESOLVED: That the Joint Bond Agreement between the Fund, the Boulder Growth &
Income Fund, Inc., and the Boulder Total Return Fund, Inc., in
substantially the form presented at this meeting, be and it hereby is
approved; and further
RESOLVED: That the proposed premium to be allocated to the Fund based on its
proportionate share of the sum of the premiums that would have been paid if
the bond coverage was purchased separately by such parties, be, and hereby
is, found to be fair and reasonable and is authorized by vote of a majority
of the Board of Directors (all Directors voting) and separately by a
majority of the Independent Directors; and further
RESOLVED: That the Bond be and hereby is approved by vote of a majority of the
Board of Directors (all Directors voting) and separately by a majority of
the Independent Directors; and further
RESOLVED: That the appropriate officers of the Fund be, and they hereby are,
authorized and directed to prepare, execute, and file such amendments and
supplements to the aforesaid agreement, and to take such other action as
may from time to time be necessary or appropriate in order to conform to
the provisions of the 1940 Act and the rules and regulations under that
Act; and further
RESOLVED: That the Secretary or Assistant Secretary of the Fund shall make such
filings concerning the Bond with the Securities and Exchange Commission and
give such notices as required under paragraph (g) of Rule 17g-1 promulgated
by the Securities and Exchange Commission under the 1940 Act.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate
5th day of April, 2007.
/s/ Stephanie Kelley
------------------------------
Stephanie Kelley
Secretary
Joint Insured Bond Agreement
THIS AGREEMENT, dated this 26th day of January, 2007, between Boulder Total
Return Fund Inc. ("BTF"), Boulder Growth & Income Fund, Inc. ("BIF") and First
Financial Fund, Inc. ("FF") (each a "Fund"). RECITALS
A. The parties hereto are registered managed investment companies under the
Investment Company Act of 1940, as amended (the "1940 Act").
B. By the terms of Rule 17g-1 (the "Rule") promulgated by the Securities and
Exchange Commission under the 1940 Act, each of the parties hereto is
required to provide and to maintain in effect a bond against larceny and
embezzlement by officers and employees having direct or indirect access to
its funds and securities.
C. The parties (i) desire to use a joint insured bond because the premium for
such a bond is less than the total premiums which would be applicable if
each party obtained an individual bond, and (ii) intend to establish their
relative rights and obligations with respect to the premiums, claims and
other matters set forth herein.
D. A majority of those members of the board of directors of each of the
parties hereto who are not "interested persons" of such party as defined by
section 2(a)(19) of the 1940 Act (collectively, the "Non-Interested
Directors"), have approved the portion of the premium payable by each
party, after giving due consideration to all relevant factors, as required
by the Rule.
E. The parties have determined that the allocation of the proceeds payable
under the joint insured bond as set forth herein (which takes into account
the amount of bond required for each party by the Rule if it maintained a
single insured bond) is equitable.
NOW THEREFORE, the parties hereto, in consideration of the mutual covenants and
promises contained herein, agree as follows:
1. Existing Bond. The parties presently have a bond in the face amount of
$2,175,000 issued by The Travelers Insurance Company ("Travelers")
insuring it against larceny and embezzlement of its securities and
funds by persons who may, singly or jointly with others, have access,
directly or indirectly, to such securities or funds that satisfied the
requirements of the Rule (the "Bond"). The expiration date of the Bond
is February 19, 2007 (the "Expiration Date") and the premium for same
has been fully paid by each party, pro rata.
2. Intention to Renew Bond. Travelers has indicated that, based on the
aggregate current assets of parties, the premium to renew the Bond for
a period of three (3) years, beginning on February 19, 2007 and ending
on February 19, 2010, will be $13,146, which premium shall be paid by
each party pro rata. Upon payment of the premium, the Bond shall
become the "Joint Bond". The Joint Bond shall name each Fund as an
insured, and shall comply with the requirements for such bonds
established by the Rule.
3. Amount. The Joint Bond shall initially be in the amount of $2,175,000,
which represents, as of the date of this agreement, the amount of
coverage required by the Rule based upon the assets of BTF, BIF and FF
as set forth below. The amount of the Joint Bond and the coverage of
each Fund shall be adjusted from time to time to reflect changes in
the amount of coverage required by the Rule and the addition of other
jointly managed registered investment companies as insureds under the
Joint Bond.
4. Ratable Allocation of Premiums. The premium for the Joint Bond shall
be allocated to each Fund based on the proportion of the coverage
provided for such Fund to the coverage provided for all Funds under
the Joint Bond.
5. Ratable Allocation of Proceeds.
(a) If only one party is damaged in a single loss for which recovery
is received under the Bond, the full amount of the Joint Bond may
be used by such party, if doing so would not materially prejudice
the remaining parties.
(b) If more than one party is damaged in a single loss for which
recovery is received under the Joint Bond, each party shall
receive that portion of the recovery which represents the loss
sustained by that party, unless the recovery is inadequate fully
to indemnify all parties, in which case:
(i) Each party sustaining a loss shall first be allocated an
amount equal to the lesser of its actual loss or the pro
rata coverage of such party required under the Rule, based
upon the same formula used to allocate premiums among the
parties;
(ii) Any remaining proceeds shall then be allocated to the party
sustaining a loss not fully covered by the allocation under
subparagraph (i); provided, however, if more than one party
has sustained a loss not fully covered by the allocation
under subparagraph (i), any remaining proceeds shall be
allocated to each party based upon the same formula used to
allocate premiums among the parties.
6. Claims and Settlements. Each party shall, within five days after the
making of any claim under the Joint Bond, provide the other parties
with written notice of the amount and nature of such claim. Each party
effecting a settlement of any claim shall, within five days after the
settlement, provide the other parties with written notice of the terms
of settlement of any claim made under the Joint Bond by such party. If
more than one party shall agree to a settlement of a claim made under
the Joint Bond with respect to a single loss affecting them, notice of
the settlement shall also include calculation of the amounts to be
received under paragraph 5 hereof. The officers of each party
designated as responsible for filing notices required by paragraph (g)
of the Rule, as such Rule may be amended from time to time, shall give
and receive any notice required hereby.
7. Termination. Any party may terminate this Agreement (except with
respect to losses occurring prior to such withdrawal) by giving at
least ten days written notice to the other parties. The party
terminating the Agreement shall be removed as a named insured under
the Joint Bond and shall be entitled to receive any portion of the
premium specified under the Joint Bond that is refunded by the
insurance company as a result of such party's election to terminate
its participation under this Agreement. However, if all parties to
this Agreement elect to terminate the Joint Bond, any premiums
refunded by the insurance company issuing the Joint Bond shall be
divided among the parties in proportion to the share of the total
premium actually paid by the respective party.
8. No Assignment. This agreement is not assignable.
9. Miscellaneous. The obligations of the each Fund are not personally
binding upon, nor shall resort be had to the private property of, any
of the directors, shareholders, officers, employees or agents of the
Funds, but only the relevant Fund's property shall be bound. No Fund
shall be liable for the obligations of any other Fund.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this agreement
as of the day and year first above written.
ATTEST: BOULDER TOTAL RETURN FUND, INC.
s/Stephanie Kelley s/Carl D. Johns
Carl D. Johns
Secretary Vice President
ATTEST: BOULDER GROWTH & INCOME FUND, INC.
s/Stephanie Kelley s/Stephen C. Miller
Stephen C. Miller
Secretary President
ATTEST: FIRST FINANCIAL FUND, INC.
s/Stephanie Kelley s/Stephen C. Miller
Stephen C. Miller
Secretary President