October 20, 2008
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
Enclosed for filing on behalf of each of the regulated investment
companies listed on Attachment A pursuant to Rule 17g-1(g)(1)(B)(i), (ii) and
(v) under the Investment Company Act of 1940 ("1940 Act") are the following:
(i) a copy of the amended joint fidelity bond issued by ICI Mutual
Insurance Company naming each Fund listed on Attachment A (among others) as an
insured;
(ii) a copy of the resolutions of a majority of the board of
directors/trustees who are not "interested persons" of each registered
management investment company approving the type, form and coverage of the bond
and the portion of the premium to be paid by such company;
(iii) the amount of the single insured bond which each investment company
would have provided and maintained had it not been named as an insured under a
joint insured bond; and
(iv) a copy of the agreement between each investment company and all of
the other named insureds entered into pursuant to Rule 17g-1(f) under the 1940
Act.
The premium for the joint insured bond, including each listed Fund's
portion thereof, has been paid for the period from July 1, 2008 to June 30,
2009.
Please contact the undersigned with any questions or comments.
Sincerely,
Marie K. Karpinski
Vice President
MKK/wc
Encl.
Attachment A
PYE 7/1/09
LM Funds Program
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
FUND 1933 ACT FILE 1940 ACT FILE PORTION OF AMOUNT OF SINGLE
NO. NO. PREMIUM INSURED BOND
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Barrett Fund
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Barrett Growth Fund 333-65225 811-09035 1.114% $ 225,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Funds
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Charles Street Trust, Inc. 333-44423 811-8611 900,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Batterymarch U.S. Small Cap Equity Portfolio 2.089%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Global Opportunities Bond Fund 2.089%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
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Legg Mason Global Trust, Inc.: 33-56672 811-07418 1,500,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Emerging Markets Trust 2.506%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
International Equity Trust 2.785%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Growth Trust, Inc. 33-89090 811-08966 2.785% 1,000,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Income Trust, Inc.: 33-12092 811-05029 900,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Limited Duration Portfolio 1.671%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Investment Grade Income Portfolio 2.089%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Investors Trust, Inc.: 33-62174 811-07692 900,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
U.S. Small-Capitalization Value Trust 1.462%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
American Leading Companies Trust 2.089%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Investment Trust, Inc.: 333-88715 811-09613 2,500,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Opportunity Trust 6.962%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Light Street Trust, Inc.: 333-61525 811-08943 400,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Classic Valuation Trust 1.114%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Special Investment Trust, Inc. 33-1271 811-04451 4.113% 1,500,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Tax-Free Income Fund: 33-37971 811-06223 600,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Maryland Tax-Free Income Trust 1.671%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Legg Mason Value Trust, Inc. 2-75766 811-3380 6.962% 2,500,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Funds, Inc. 33-34929 811-06110 2,500,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Absolute Return Portfolio 2.506%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Limited Duration 1.462%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Intermediate Plus Portfolio 1.462%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Non-U.S. Opportunity Portfolio 1.671%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset High Yield 2.785%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Inflation Indexed Plus Bond
Portfolio 2.785%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Intermediate Bond Portfolio 2.785%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Core Bond Portfolio 6.962%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Core Plus Bond Portfolio 6.962%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Income Fund, Inc. 2-46984 811-02351 1.462% 525,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset Premier Bond Fund 333-75458 811-10603 1.671% 600,000
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset/Claymore Funds
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset/Claymore Inflation-Linked 333-107150 811-21403 900,000
Securities & Income Fund 2.506%
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
Western Asset/Claymore Inflation-Linked 333-111316 811-21477 3.481% 1,250,000
Opportunities & Income Fund
--------------------------------------------------- --- --------------- --- ---------------- -- ------------- --- ------------------
------------------
$18,700,000.00
==================
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
DECLARATIONS
--------------------------------------------------------------------------------
Item 1. Name of Insured (the "Insured") Bond Number
Legg Mason Fund Adviser, Inc. 87028108B
Principal Address: 100 Light St., 29th Floor, Baltimore, MD 21202
--------------------------------------------------------------------------------
Item 2. Bond Period: from 12:01 a.m. on July 1, 2008, to 12:01 a.m. on
------------
July 1, 2009, or the earlier effective date of the termination of this
------------
Bond, standard time at the Principal Address as to each of said dates.
--------------------------------------------------------------------------------
Item 3. Limit of Liability-- Subject to Sections 9, 10 and 12 hereof:
LIMIT OF DEDUCTIBLE
LIABILITY AMOUNT
Insuring Agreement A- FIDELITY $35,000,000 $100,000
Insuring Agreement B- AUDIT EXPENSE $ 50,000 $ 10,000
Insuring Agreement C- ON PREMISES $35,000,000 $100,000
Insuring Agreement D- IN TRANSIT $35,000,000 $100,000
Insuring Agreement E- FORGERY OR ALTERATION $35,000,000 $100,000
Insuring Agreement F- SECURITIES $35,000,000 $100,000
Insuring Agreement G- COUNTERFEIT CURRENCY $35,000,000 $100,000
Insuring Agreement H- UNCOLLECTIBLE ITEMS OF DEPOSIT $ 50,000 $ 25,000
Insuring Agreement I- PHONE/ELECTRONIC TRANSACTIONS $35,000,000 $100,000
If "Not Covered" is inserted opposite any Insuring Agreement above,
such Insuring Agreement and any reference thereto shall be deemed to
be deleted from this Bond.
OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:
Insuring Agreement J- COMPUTER SECURITY $35,000,000 $100,000
--------------------------------------------------------------------------------
Item 4. Offices or Premises Covered--All the Insured's offices or other
premises in existence at the time this Bond becomes effective are
covered under this Bond, except the offices or other premises excluded
by Rider. Offices or other premises acquired or established after the
effective date of this Bond are covered subject to the terms of General
Agreement A.
--------------------------------------------------------------------------------
Item 5. The liability of ICI Mutual Insurance Company (the "Underwriter") is
subject to the terms of the following Riders attached hereto:
Riders: 1-2-3-4-5-6-7-8-9-10-11-12
and of all Riders applicable to this Bond issued during the Bond Period
================================================================================
By: /S/ Matthew Link
---------------------------------
Authorized Representative
INVESTMENT COMPANY BLANKET BOND
ICI Mutual Insurance Company (the "Underwriter"), in consideration of an agreed
premium, and in reliance upon the Application and all other information
furnished to the Underwriter by the Insured, and subject to and in accordance
with the Declarations, General Agreements, Provisions, Conditions and
Limitations and other terms of this bond (including all riders hereto) ("Bond"),
to the extent of the Limit of Liability and subject to the Deductible Amount,
agrees to indemnify the Insured for the loss, as described in the Insuring
Agreements, sustained by the Insured at any time but discovered during the Bond
Period.
INSURING AGREEMENTS
A. FIDELITY
Loss (including loss of Property) caused by any Dishonest or Fraudulent Act
or Theft committed by an Employee anywhere, alone or in collusion with
other persons (whether or not Employees), during the time such Employee has
the status of an Employee as defined herein, and even if such loss is not
discovered until after he or she ceases to be an Employee, EXCLUDING loss
covered under Insuring Agreement B.
B. AUDIT EXPENSE
Expense incurred by the Insured for that part of audits or examinations
required by any governmental regulatory authority or Self Regulatory
Organization to be conducted by such authority or Organization or by an
independent accountant or other person, by reason of the discovery of loss
sustained by the Insured and covered by this Bond.
C. ON PREMISES
Loss of Property (including damage thereto or destruction thereof) located
or reasonably believed by the Insured to be located within the Insured's
offices or premises, caused by Theft or by any Dishonest or Fraudulent Act
or through Mysterious Disappearance, EXCLUDING loss covered under Insuring
Agreement A.
D. IN TRANSIT
Loss of Property (including damage thereto or destruction thereof) while
the Property is in transit in the custody of any person authorized by an
Insured to act as a messenger, except while in the mail or with a carrier
for hire (other than a Security Company), EXCLUDING loss covered under
Insuring Agreement A. Property is "in transit" beginning immediately upon
receipt of such Property by the transporting person and ending immediately
upon delivery at the specified destination.
E. FORGERY OR ALTERATION
Loss caused by the Forgery or Alteration of or on (1) any bills of
exchange, checks, drafts, or other written orders or directions to pay
certain sums in money, acceptances, certificates of deposit, due bills,
money orders, or letters of credit; or (2) other written instructions,
requests or applications to the Insured, authorizing or acknowledging the
transfer, payment, redemption, delivery or receipt of Property, or giving
notice of any bank account, which instructions or requests or applications
purport to have been signed or endorsed by (a) any customer of the Insured,
or (b) any shareholder of or subscriber to shares issued by any Investment
Company, or (c) any financial or banking institution or stockbroker; or (3)
withdrawal orders or receipts for the withdrawal of Property, or receipts
or certificates of deposit for Property and bearing the name of the Insured
as issuer or of another Investment Company for which the Insured acts as
agent.
This Insuring Agreement E does not cover loss caused by Forgery or
Alteration of Securities or loss covered under Insuring Agreement A.
F. SECURITIES
Loss resulting from the Insured, in good faith, in the ordinary course of
business, and in any capacity whatsoever, whether for its own account or
for the account of others, having acquired, accepted or received, or sold
or delivered, or given any value, extended any credit or assumed any
liability on the faith of any Securities, where such loss results from the
fact that such Securities (1) were Counterfeit, or (2) were lost or stolen,
or (3) contain a Forgery or Alteration, and notwithstanding whether or not
the act of the Insured causing such loss violated the constitution,
by-laws, rules or regulations of any Self Regulatory Organization, whether
or not the Insured was a member thereof, EXCLUDING loss covered under
Insuring Agreement A.
G. COUNTERFEIT CURRENCY
Loss caused by the Insured in good faith having received or accepted (1)
any money orders which prove to be Counterfeit or to contain an Alteration
or (2) paper currencies or coin of the United States of America or Canada
which prove to be Counterfeit.
This Insuring Agreement G does not cover loss covered under Insuring
Agreement A.
H. UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from the payment of dividends, issuance of Fund shares or
redemptions or exchanges permitted from an account with the Fund as a
consequence of
(1) uncollectible Items of Deposit of a Fund's customer, shareholder or
subscriber credited by the Insured or its agent to such person's Fund
account, or
(2) any Item of Deposit processed through an automated clearing house which
is reversed by a Fund's customer, shareholder or subscriber and is
deemed uncollectible by the Insured;
PROVIDED, that (a) Items of Deposit shall not be deemed uncollectible until
the Insured's collection procedures have failed, (b) exchanges of shares
between Funds with exchange privileges shall be covered hereunder only if
all such Funds are insured by the Underwriter for uncollectible Items of
Deposit, and (c) the Insured Fund shall have implemented and maintained a
policy to hold Items of Deposit for the minimum number of days stated in
its Application (as amended from time to time) before paying any dividend
or permitting any withdrawal 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 Insured Fund.
This Insuring Agreement H does not cover loss covered under Insuring
Agreement A.
I. PHONE/ELECTRONIC TRANSACTIONS
Loss caused by a Phone/Electronic Transaction, where the request for such
Phone/Electronic Transaction:
(1) is transmitted to the Insured or its agents by voice over the telephone
or by Electronic Transmission; and
(2) is made by an individual purporting to be a Fund shareholder or
subscriber or an authorized agent of a Fund shareholder or subscriber;
and
(3) is unauthorized or fraudulent and is made with the manifest intent to
deceive;
PROVIDED, that the entity receiving such request generally maintains and
follows during the Bond Period all Phone/Electronic Transaction Security
Procedures with respect to all Phone/Electronic Transactions; and
EXCLUDING loss resulting from:
(1) the failure to pay for shares attempted to be purchased; or
(2) any redemption of Investment Company shares which had been improperly
credited to a shareholder's account where such shareholder (a) did not
cause, directly or indirectly, such shares to be credited to such
account, and (b) directly or indirectly received any proceeds or other
benefit from such redemption; or
(3) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be paid or made payable
to other than (a) the Shareholder of Record, or (b) any other person or
bank account designated to receive redemption proceeds (i) in the
initial account application, or (ii) in writing (not to include
Electronic Transmission) accompanied by a signature guarantee; or
(4) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be sent to other than any
address for such account which was designated (a) in the initial
account application, or (b) in writing (not to include Electronic
Transmission), where such writing is received at least one (1) day
prior to such redemption request, or (c) by voice over the telephone or
by Electronic Transmission at least fifteen (15) days prior to such
redemption; or
(5) the intentional failure to adhere to one or more Phone/Electronic
Transaction Security Procedures; or
(6) a Phone/Electronic Transaction request transmitted by electronic mail
or transmitted by any method not subject to the Phone/Electronic
Transaction Security Procedures; or
(7) the failure or circumvention of any physical or electronic protection
device, including any firewall, that imposes restrictions on the flow
of electronic traffic in or out of any Computer System.
This Insuring Agreement I does not cover loss covered under Insuring
Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".
GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE
1. Except as provided in paragraph 2 below, this Bond shall apply to any
additional office(s) established by the Insured during the Bond Period
and to all Employees during the Bond Period, without the need to give
notice thereof or pay additional premiums to the Underwriter for the
Bond Period.
2. If during the Bond Period an Insured Investment Company shall merge or
consolidate with an institution in which such Insured is the surviving
entity, or purchase substantially all the assets or capital stock of
another institution, or acquire or create a separate investment
portfolio, and shall within sixty (60) days notify the Underwriter
thereof, then this Bond shall automatically apply to the Property and
Employees resulting from such merger, consolidation, acquisition or
creation from the date thereof; provided, that the Underwriter may make
such coverage contingent upon the payment of an additional premium.
B. WARRANTY
No statement made by or on behalf of the Insured, whether contained in the
Application or otherwise, shall be deemed to be an absolute warranty, but
only a warranty that such statement is true to the best of the knowledge of
the person responsible for such statement.
C. COURT COSTS AND ATTORNEYS' FEES
The Underwriter will indemnify the Insured against court costs and
reasonable attorneys' fees incurred and paid by the Insured in defense of
any legal proceeding brought against the Insured claiming that the Insured
is liable for any loss, claim or damage which, if established against the
Insured, would constitute a loss sustained by the Insured covered under the
terms of this Bond; provided, however, that with respect to Insuring
Agreement A this indemnity shall apply only in the event that
1. an Employee admits to having committed or is adjudicated to have
committed a Dishonest or Fraudulent Act or Theft which caused the loss;
or
2. in the absence of such an admission or adjudication, an arbitrator or
arbitrators acceptable to the Insured and the Underwriter concludes,
after a review of an agreed statement of facts, that an Employee has
committed a Dishonest or Fraudulent Act or Theft which caused the loss.
The Insured shall promptly give notice to the Underwriter of any such legal
proceeding and upon request shall furnish the Underwriter with copies of
all pleadings and other papers therein. At the Underwriter's election the
Insured shall permit the Underwriter to conduct the defense of such legal
proceeding in the Insured's name, through attorneys of the Underwriter's
selection. In such event, the Insured shall give all reasonable information
and assistance which the Underwriter shall deem necessary to the proper
defense of such legal proceeding.
If the amount of the Insured's liability or alleged liability in any such
legal proceeding is greater than the amount which the Insured would be
entitled to recover under this Bond (other than pursuant to this General
Agreement C), or if a Deductible Amount is applicable, or both, the
indemnity liability of the Underwriter under this General Agreement C is
limited to the proportion of court costs and attorneys' fees incurred and
paid by the Insured or by the Underwriter that the amount which the Insured
would be entitled to recover under this Bond (other than pursuant to this
General Agreement C) bears to the sum of such amount plus the amount which
the Insured is not entitled to recover. Such indemnity shall be in addition
to the Limit of Liability for the applicable Insuring Agreement.
THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms used in this Bond shall have the meanings stated in this
Section:
A. "Alteration" means the marking, changing or altering in a material way
of the terms, meaning or legal effect of a document with the intent to
deceive.
B. "Application" means the Insured's application (and any attachments and
materials submitted in connection therewith) furnished to the
Underwriter for this Bond.
C. "Computer System" means (1) computers with related peripheral
components, including storage components, (2) systems and applications
software, (3) terminal devices, (4) related communications networks or
customer communication systems, and (5) related electronic funds
transfer systems; by which data or monies are electronically collected,
transmitted, processed, stored or retrieved.
D. "Counterfeit" means, with respect to any item, one which is false but
is intended to deceive and to be taken for the original authentic item.
E. "Deductible Amount" means, with respect to any Insuring Agreement, the
amount set forth under the heading "Deductible Amount" in Item 3 of the
Declarations or in any Rider for such Insuring Agreement, applicable to
each Single Loss covered by such Insuring Agreement.
F. "Depository" means any "securities depository" (other than any foreign
securities depository) in which an Investment Company may deposit its
Securities in accordance with Rule 17f-4 under the Investment Company
Act of 1940.
G. "Dishonest or Fraudulent Act" means any dishonest or fraudulent act,
including "larceny and embezzlement" as defined in Section 37 of the
Investment Company Act of 1940, committed with the conscious manifest
intent (1) to cause the Insured to sustain a loss and (2) to obtain
financial benefit for the perpetrator or any other person (other than
salaries, commissions, fees, bonuses, awards, profit sharing, pensions
or other employee benefits). A Dishonest or Fraudulent Act does not
mean or include a reckless act, a negligent act, or a grossly negligent
act.
H. "Electronic Transmission" means any transmission effected by electronic
means, including but not limited to a transmission effected by
telephone tones, Telefacsimile, wireless device, or over the Internet.
I. "Employee" means:
(1) each officer, director, trustee, partner or employee of the
Insured, and
(2) each officer, director, trustee, partner or employee of any
predecessor of the Insured whose principal assets are acquired by
the Insured by consolidation or merger with, or purchase of assets
or capital stock of, such predecessor, and
(3) each attorney performing legal services for the Insured and each
employee of such attorney or of the law firm of such attorney
while performing services for the Insured, and
(4) each student who is an authorized intern of the Insured, while in
any of the Insured's offices, and
(5) each officer, director, trustee, partner or employee of
(a) an investment adviser,
(b) an underwriter (distributor),
(c) a transfer agent or shareholder accounting recordkeeper, or
(d) an administrator authorized by written agreement to keep
financial and/or other required records,
for an Investment Company named as an Insured, but only while (i)
such officer, partner or employee is performing acts coming within
the scope of the usual duties of an officer or employee of an
Insured, or (ii) such officer, director, trustee, partner or
employee is acting as a member of any committee duly elected or
appointed to examine or audit or have custody of or access to the
Property of the Insured, or (iii) such director or trustee (or
anyone acting in a similar capacity) is acting outside the scope
of the usual duties of a director or trustee; provided, that the
term "Employee" shall not include any officer, director, trustee,
partner or employee of a transfer agent, shareholder accounting
recordkeeper or administrator (x) which is not an "affiliated
person" (as defined in Section 2(a) of the Investment Company Act
of 1940) of an Investment Company named as Insured or of the
adviser or underwriter of such Investment Company, or (y) which is
a "Bank" (as defined in Section 2(a) of the Investment Company Act
of 1940), and
(6) each individual assigned, by contract or by any agency furnishing
temporary personnel, in either case on a contingent or part-time
basis, to perform the usual duties of an employee in any office of
the Insured, and
(7) each individual assigned to perform the usual duties of an
employee or officer of any entity authorized by written agreement
with the Insured to perform services as electronic data processor
of checks or other accounting records of the Insured, but
excluding a processor which acts as transfer agent or in any other
agency capacity for the Insured in issuing checks, drafts or
securities, unless included under subsection (5) hereof, and
(8) each officer, partner or employee of
(a) any Depository or Exchange,
(b) any nominee in whose name is registered any Security included
in the systems for the central handling of securities
established and maintained by any Depository, and
(c) any recognized service company which provides clerks or other
personnel to any Depository or Exchange on a contract basis,
while such officer, partner or employee is performing services for
any Depository in the operation of systems for the central
handling of securities, and
(9) in the case of an Insured which is an "employee benefit plan" (as
defined in Section 3 of the Employee Retirement Income Security
Act of 1974 ("ERISA")) for officers, directors or employees of
another Insured ("In-House Plan"), any "fiduciary" or other "plan
official" (within the meaning of Section 412 of ERISA) of such
In-House Plan, provided that such fiduciary or other plan official
is a director, partner, officer, trustee or employee of an Insured
(other than an In-House Plan).
Each employer of temporary personnel and each entity referred to in
subsections (6) and (7) and their respective partners, officers and
employees shall collectively be deemed to be one person for all the
purposes of this Bond.
Brokers, agents, independent contractors, or representatives of the same
general character shall not be considered Employees, except as provided in
subsections (3), (6), and (7).
J. "Exchange" means any national securities exchange registered under the
Securities Exchange Act of 1934.
K. "Forgery" means the physical signing on a document of the name of
another person (whether real or fictitious) with the intent to deceive.
A Forgery may be by means of mechanically reproduced facsimile
signatures as well as handwritten signatures. Forgery does not include
the signing of an individual's own name, regardless of such
individual's authority, capacity or purpose.
L. "Items of Deposit" means one or more checks or drafts.
M. "Investment Company" or "Fund" means an investment company registered
under the Investment Company Act of 1940.
N. "Limit of Liability" means, with respect to any Insuring Agreement, the
limit of liability of the Underwriter for any Single Loss covered by
such Insuring Agreement as set forth under the heading "Limit of
Liability" in Item 3 of the Declarations or in any Rider for such
Insuring Agreement.
O. "Mysterious Disappearance" means any disappearance of Property which,
after a reasonable investigation has been conducted, cannot be
explained.
P. "Non-Fund" means any corporation, business trust, partnership, trust or
other entity which is not an Investment Company.
Q. "Phone/Electronic Transaction Security Procedures" means security
procedures for Phone/Electronic Transactions as provided in writing to
the Underwriter.
R. "Phone/Electronic Transaction" means any (1) redemption of shares
issued by an Investment Company, (2) election concerning dividend
options available to Fund shareholders, (3) exchange of shares in a
registered account of one Fund into shares in an identically registered
account of another Fund in the same complex pursuant to exchange
privileges of the two Funds, or (4) purchase of shares issued by an
Investment Company, which redemption, election, exchange or purchase is
requested by voice over the telephone or through an Electronic
Transmission.
S. "Property" means the following tangible items: money, postage and
revenue stamps, precious metals, Securities, bills of exchange,
acceptances, checks, drafts, or other written orders or directions to
pay sums certain in money, certificates of deposit, due bills, money
orders, letters of credit, financial futures contracts, conditional
sales contracts, abstracts of title, insurance policies, deeds,
mortgages, and assignments of any of the foregoing, and other valuable
papers, including books of account and other records used by the
Insured in the conduct of its business, and all other instruments
similar to or in the nature of the foregoing (but excluding all data
processing records), in which the Insured has an interest or in which
the Insured acquired or should have acquired an interest by reason of a
predecessor's declared financial condition at the time of the Insured's
consolidation or merger with, or purchase of the principal assets of,
such predecessor or which are held by the Insured for any purpose or in
any capacity.
T. "Securities" means original negotiable or non-negotiable agreements or
instruments which represent an equitable or legal interest, ownership
or debt (including stock certificates, bonds, promissory notes, and
assignments thereof), which are in the ordinary course of business and
transferable by physical delivery with appropriate endorsement or
assignment. "Securities" does not include bills of exchange,
acceptances, certificates of deposit, checks, drafts, or other written
orders or directions to pay sums certain in money, due bills, money
orders, or letters of credit.
U. "Security Company" means an entity which provides or purports to
provide the transport of Property by secure means, including, without
limitation, by use of armored vehicles or guards.
V. "Self Regulatory Organization" means any association of investment
advisers or securities dealers registered under the federal securities
laws, or any Exchange.
W. "Shareholder of Record" means the record owner of shares issued by an
Investment Company or, in the case of joint ownership of such shares,
all record owners, as designated (1) in the initial account
application, or (2) in writing accompanied by a signature guarantee, or
(3) pursuant to procedures as set forth in the Application.
X. "Single Loss" means:
(1) all loss resulting from any one actual or attempted Theft committed
by one person, or
(2) all loss caused by any one act (other than a Theft or a Dishonest
or Fraudulent Act) committed by one person, or
(3) all loss caused by Dishonest or Fraudulent Acts committed by one
person, or
(4) all expenses incurred with respect to any one audit or
examination, or
(5) all loss caused by any one occurrence or event other than those
specified in subsections (1) through (4) above.
All acts or omissions of one or more persons which directly or
indirectly aid or, by failure to report or otherwise, permit the
continuation of an act referred to in subsections (1) through (3) above
of any other person shall be deemed to be the acts of such other person
for purposes of this subsection.
All acts or occurrences or events which have as a common nexus any
fact, circumstance, situation, transaction or series of facts,
circumstances, situations, or transactions shall be deemed to be one
act, one occurrence, or one event.
Y. "Telefacsimile" means a system of transmitting and reproducing fixed
graphic material (as, for example, printing) by means of signals
transmitted over telephone lines or over the Internet.
Z. "Theft" means robbery, burglary or hold-up, occurring with or without
violence or the threat of violence.
SECTION 2. EXCLUSIONS
THIS BOND DOES NOT COVER:
A. Loss resulting from (1) riot or civil commotion outside the United
States of America and Canada, or (2) war, revolution, insurrection,
action by armed forces, or usurped power, wherever occurring; except if
such loss occurs in transit, is otherwise covered under Insuring
Agreement D, and when such transit was initiated, the Insured or any
person initiating such transit on the Insured's behalf had no knowledge
of such riot, civil commotion, war, revolution, insurrection, action by
armed forces, or usurped power.
B. Loss in time of peace or war resulting from nuclear fission or fusion
or radioactivity, or biological or chemical agents or hazards, or fire,
smoke, or explosion, or the effects of any of the foregoing.
C. Loss resulting from any Dishonest or Fraudulent Act committed by any
person while acting in the capacity of a member of the Board of
Directors or any equivalent body of the Insured or of any other entity.
D. Loss resulting from any nonpayment or other default of any loan or
similar transaction made by the Insured or any of its partners,
directors, officers or employees, whether or not authorized and whether
procured in good faith or through a Dishonest or Fraudulent Act, unless
such loss is otherwise covered under Insuring Agreement A, E or F.
E. Loss resulting from any violation by the Insured or by any Employee of
any law, or any rule or regulation pursuant thereto or adopted by a
Self Regulatory Organization, regulating the issuance, purchase or sale
of securities, securities transactions upon security exchanges or over
the counter markets, Investment Companies, or investment advisers,
unless such loss, in the absence of such law, rule or regulation, would
be covered under Insuring Agreement A, E or F.
F. Loss of Property while in the custody of any Security Company, unless
such loss is covered under this Bond and is in excess of the amount
recovered or received by the Insured under (1) the Insured's contract
with such Security Company, and (2) insurance or indemnity of any kind
carried by such Security Company for the benefit of, or otherwise
available to, users of its service, in which case this Bond shall cover
only such excess, subject to the applicable Limit of Liability and
Deductible Amount.
G. Potential income, including but not limited to interest and dividends,
not realized by the Insured because of a loss covered under this Bond,
except when covered under Insuring Agreement H.
H. Loss in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages, or (2) taxes,
fines, or penalties, including without limitation two-thirds of treble
damage awards pursuant to judgments under any statute or regulation.
I. Loss resulting from 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 as a
result of a threat to do bodily harm to such person, if the
Insured had no knowledge of such threat at the time such transit
was initiated, or
(2) to do damage to the premises or Property of the Insured, unless
such loss is otherwise covered under Insuring Agreement A.
J. All costs, fees and other expenses incurred by the Insured in
establishing the existence of or amount of loss covered under this
Bond, except to the extent certain audit expenses are covered under
Insuring Agreement B.
K. Loss resulting from payments made to or withdrawals from any account,
involving funds erroneously credited to such account, unless such loss
is otherwise covered under Insuring Agreement A.
L. Loss resulting from uncollectible Items of Deposit which are drawn upon
a financial institution outside the United States of America, its
territories and possessions, or Canada.
M. Loss resulting from the Dishonest or Fraudulent Acts, Theft, or other
acts or omissions of an Employee primarily engaged in the sale of
shares issued by an Investment Company to persons other than (1) a
person registered as a broker under the Securities Exchange Act of 1934
or (2) an "accredited investor" as defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, which is not an individual.
N. Loss resulting from the use of credit, debit, charge, access,
convenience, identification, cash management or other cards, whether
such cards were issued or purport to have been issued by the Insured or
by anyone else, unless such loss is otherwise covered under Insuring
Agreement A.
O. Loss resulting from any purchase, redemption or exchange of securities
issued by an Investment Company or other Insured, or any other
instruction, request, acknowledgement, notice or transaction involving
securities issued by an Investment Company or other Insured or the
dividends in respect thereof, when any of the foregoing is requested,
authorized or directed or purported to be requested, authorized or
directed by voice over the telephone or by Electronic Transmission,
unless such loss is otherwise covered under Insuring Agreement A or
Insuring Agreement I.
P. Loss resulting from any Dishonest or Fraudulent Act or Theft committed
by an Employee as defined in Section 1.I(2), unless such loss (1) could
not have been reasonably discovered by the due diligence of the Insured
at or prior to the time of acquisition by the Insured of the assets
acquired from a predecessor, and (2) arose out of a lawsuit or valid
claim brought against the Insured by a person unaffiliated with the
Insured or with any person affiliated with the Insured.
Q. Loss resulting from the unauthorized entry of data into, or the
deletion or destruction of data in, or the change of data elements or
programs within, any Computer System, unless such loss is otherwise
covered under Insuring Agreement A.
SECTION 3. ASSIGNMENT OF RIGHTS
Upon payment to the Insured hereunder for any loss, the Underwriter shall
be subrogated to the extent of such payment to all of the Insured's rights
and claims in connection with such loss; provided, however, that the
Underwriter shall not be subrogated to any such rights or claims one named
Insured under this Bond may have against another named Insured under this
Bond. At the request of the Underwriter, the Insured shall execute all
assignments or other documents and take such action as the Underwriter may
deem necessary or desirable to secure and perfect such rights and claims,
including the execution of documents necessary to enable the Underwriter to
bring suit in the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind the
Underwriter without the Underwriter's written consent.
SECTION 4. LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS
This Bond is for the use and benefit only of the Insured and the
Underwriter shall not be liable hereunder for loss sustained by anyone
other than the Insured, except that if the Insured includes such other loss
in the Insured's proof of loss, the Underwriter shall consider its
liability therefor. As soon as practicable and not more than sixty (60)
days after discovery of any loss covered hereunder, the Insured shall give
the Underwriter written notice thereof and, as soon as practicable and
within one year after such discovery, shall also furnish to the Underwriter
affirmative proof of loss with full particulars. The Underwriter may extend
the sixty day notice period or the one year proof of loss period if the
Insured requests an extension and shows good cause therefor.
See also General Agreement C (Court Costs and Attorneys' Fees).
The Underwriter shall not be liable hereunder for loss of Securities unless
each of the Securities is identified in such proof of loss by a certificate
or bond number or by such identification means as the Underwriter may
require. The Underwriter shall have a reasonable period after receipt of a
proper affirmative proof of loss within which to investigate the claim, but
where the loss is of Securities and is clear and undisputed, settlement
shall be made within forty-eight (48) hours even if the loss involves
Securities of which duplicates may be obtained.
The Insured shall not bring legal proceedings against the Underwriter to
recover any loss hereunder prior to sixty (60) days after filing such proof
of loss or subsequent to twenty-four (24) months after the discovery of
such loss or, in the case of a legal proceeding to recover hereunder on
account of any judgment against the Insured in or settlement of any suit
mentioned in General Agreement C or to recover court costs or attorneys'
fees paid in any such suit, twenty-four (24) months after the date of the
final judgment in or settlement of such suit. If any limitation in this
Bond is prohibited by any applicable law, such limitation shall be deemed
to be amended to be equal to the minimum period of limitation permitted by
such law.
Notice hereunder shall be given to Manager, Professional Liability Claims,
ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont 05402-0730.
SECTION 5. DISCOVERY
For all purposes under this Bond, a loss is discovered, and discovery of a
loss occurs, when the Insured
(1) becomes aware of facts, or
(2) receives notice of an actual or potential claim by a third party which
alleges that the Insured is liable under circumstances,
which would cause a reasonable person to assume that loss covered by this
Bond has been or is likely to be incurred even though the exact amount or
details of loss may not be known.
SECTION 6. VALUATION OF PROPERTY
For the purpose of determining the amount of any loss hereunder, the value
of any Property shall be the market value of such Property at the close of
business on the first business day before the discovery of such loss;
except that
(1) the value of any Property replaced by the Insured prior to the payment
of a claim therefor shall be the actual market value of such Property
at the time of replacement, but not in excess of the market value of
such Property on the first business day before the discovery of the
loss of such Property;
(2) the value of Securities which must be produced to exercise
subscription, conversion, redemption or deposit privileges shall be the
market value of such privileges immediately preceding the expiration
thereof if the loss of such Securities is not discovered until after
such expiration, but if there is no quoted or other ascertainable
market price for such Property or privileges referred to in clauses (1)
and (2), their value shall be fixed by agreement between the parties or
by arbitration before an arbitrator or arbitrators acceptable to the
parties; and
(3) the value of books of accounts or other records used by the Insured in
the conduct of its business shall be limited to the actual cost of
blank books, blank pages or other materials if the books or records are
reproduced plus the cost of labor for the transcription or copying of
data furnished by the Insured for reproduction.
SECTION 7. LOST SECURITIES
The maximum liability of the Underwriter hereunder for lost Securities
shall be the payment for, or replacement of, such Securities having an
aggregate value not to exceed the applicable Limit of Liability. If the
Underwriter shall make payment to the Insured for any loss of securities,
the Insured shall assign to the Underwriter all of the Insured's right,
title and interest in and to such Securities. In lieu of such payment, the
Underwriter may, at its option, replace such lost Securities, and in such
case the Insured shall cooperate to effect such replacement. To effect the
replacement of lost Securities, the Underwriter may issue or arrange for
the issuance of a lost instrument bond. If the value of such Securities
does not exceed the applicable Deductible Amount (at the time of the
discovery of the loss), the Insured will pay the usual premium charged for
the lost instrument bond and will indemnify the issuer of such bond against
all loss and expense that it may sustain because of the issuance of such
bond.
If the value of such Securities exceeds the applicable Deductible Amount
(at the time of discovery of the loss), the Insured will pay a proportion
of the usual premium charged for the lost instrument bond, equal to the
percentage that the applicable Deductible Amount bears to the value of
such Securities upon discovery of the loss, and will indemnify the issuer
of such bond against all loss and expense that is not recovered from the
Underwriter under the terms and conditions of this Bond, subject to the
applicable Limit of Liability.
SECTION 8. SALVAGE
If any recovery is made, whether by the Insured or the Underwriter, on
account of any loss within the applicable Limit of Liability hereunder, the
Underwriter shall be entitled to the full amount of such recovery to
reimburse the Underwriter for all amounts paid hereunder with respect to
such loss. If any recovery is made, whether by the Insured or the
Underwriter, on account of any loss in excess of the applicable Limit of
Liability hereunder plus the Deductible Amount applicable to such loss from
any source other than suretyship, insurance, reinsurance, security or
indemnity taken by or for the benefit of the Underwriter, the amount of
such recovery, net of the actual costs and expenses of recovery, shall be
applied to reimburse the Insured in full for the portion of such loss in
excess of such Limit of Liability, and the remainder, if any, shall be paid
first to reimburse the Underwriter for all amounts paid hereunder with
respect to such loss and then to the Insured to the extent of the portion
of such loss within the Deductible Amount. The Insured shall execute all
documents which the Underwriter deems necessary or desirable to secure to
the Underwriter the rights provided for herein.
SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
Prior to its termination, this Bond shall continue in force up to the Limit
of Liability for each Insuring Agreement for each Single Loss,
notwithstanding any previous loss (other than such Single Loss) for which
the Underwriter may have paid or be liable to pay hereunder; PROVIDED,
however, that regardless of the number of years this Bond shall continue in
force and the number of premiums which shall be payable or paid, the
liability of the Underwriter under this Bond with respect to any Single
Loss shall be limited to the applicable Limit of Liability irrespective of
the total amount of such Single Loss and shall not be cumulative in amounts
from year to year or from period to period.
SECTION 10. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
The maximum liability of the Underwriter for any Single Loss covered by any
Insuring Agreement under this Bond shall be the Limit of Liability
applicable to such Insuring Agreement, subject to the applicable Deductible
Amount and the other provisions of this Bond. Recovery for any Single Loss
may not be made under more than one Insuring Agreement. If any Single Loss
covered under this Bond is recoverable or recovered in whole or in part
because of an unexpired discovery period under any other bonds or policies
issued by the Underwriter to the Insured or to any predecessor in interest
of the Insured, the maximum liability of the Underwriter shall be the
greater of either (1) the applicable Limit of Liability under this Bond, or
(2) the maximum liability of the Underwriter under such other bonds or
policies.
SECTION 11. OTHER INSURANCE
Notwithstanding anything to the contrary herein, if any loss covered by
this Bond shall also be covered by other insurance or suretyship for the
benefit of the Insured, the Underwriter shall be liable hereunder only for
the portion of such loss in excess of the amount recoverable under such
other insurance or suretyship, but not exceeding the applicable Limit of
Liability of this Bond.
SECTION 12. DEDUCTIBLE AMOUNT
The Underwriter shall not be liable under any Insuring Agreement unless the
amount of the loss covered thereunder, after deducting the net amount of
all reimbursement and/or recovery received by the Insured with respect to
such loss (other than from any other bond, suretyship or insurance policy
or as an advance by the Underwriter hereunder) shall exceed the applicable
Deductible Amount; in such case the Underwriter shall be liable only for
such excess, subject to the applicable Limit of Liability and the other
terms of this Bond.
No Deductible Amount shall apply to any loss covered under Insuring
Agreement A sustained by any Investment Company named as an Insured.
SECTION 13. TERMINATION
The Underwriter may terminate this Bond as to any Insured or all Insureds
only by written notice to such Insured or Insureds and, if this Bond is
terminated as to any Investment Company, to each such Investment Company
terminated thereby and to the Securities and Exchange Commission,
Washington, D.C., in all cases not less than sixty (60) days prior to the
effective date of termination specified in such notice.
The Insured may terminate this Bond only by written notice to the
Underwriter not less than sixty (60) days prior to the effective date of
the termination specified in such notice. Notwithstanding the foregoing,
when the Insured terminates this Bond as to any Investment Company, the
effective date of termination shall be not less than sixty (60) days from
the date the Underwriter provides written notice of the termination to each
such Investment Company terminated thereby and to the Securities and
Exchange Commission, Washington, D.C.
This Bond will terminate as to any Insured that is a Non-Fund immediately
and without notice upon (1) the takeover of such Insured's business by any
State or Federal official or agency, or by any receiver or liquidator, or
(2) the filing of a petition under any State or Federal statute relative to
bankruptcy or reorganization of the Insured, or assignment for the benefit
of creditors of the Insured.
Premiums are earned until the effective date of termination. The
Underwriter shall refund the unearned premium computed at short rates in
accordance with the Underwriter's standard short rate cancellation tables
if this Bond is terminated by the Insured or pro rata if this Bond is
terminated by the Underwriter.
Upon the detection by any Insured that an Employee has committed any
Dishonest or Fraudulent Act(s) or Theft, the Insured shall immediately
remove such Employee from a position that may enable such Employee to cause
the Insured to suffer a loss by any subsequent Dishonest or Fraudulent
Act(s) or Theft. The Insured, within two (2) business days of such
detection, shall notify the Underwriter with full and complete particulars
of the detected Dishonest or Fraudulent Act(s) or Theft.
For purposes of this section, detection occurs when any partner, officer,
or supervisory employee of any Insured, who is not in collusion with such
Employee, becomes aware that the Employee has committed any Dishonest or
Fraudulent Act(s) or Theft.
This Bond shall terminate as to any Employee by written notice from the
Underwriter to each Insured and, if such Employee is an Employee of an
Insured Investment Company, to the Securities and Exchange Commission, in
all cases not less than sixty (60) days prior to the effective date of
termination specified in such notice.
SECTION 14. RIGHTS AFTER TERMINATION
At any time prior to the effective date of termination of this Bond as to
any Insured, such Insured may, by written notice to the Underwriter, elect
to purchase the right under this Bond to an additional period of twelve
(12) months within which to discover loss sustained by such Insured prior
to the effective date of such termination and shall pay an additional
premium therefor as the Underwriter may require.
Such additional discovery period shall terminate immediately and without
notice upon the takeover of such Insured's business by any State or Federal
official or agency, or by any receiver or liquidator. Promptly after such
termination the Underwriter shall refund to the Insured any unearned
premium.
The right to purchase such additional discovery period may not be exercised
by any State or Federal official or agency, or by any receiver or
liquidator, acting or appointed to take over the Insured's business.
SECTION 15. CENTRAL HANDLING OF SECURITIES
The Underwriter shall not be liable for loss in connection with the central
handling of securities within the systems established and maintained by any
Depository ("Systems"), unless the amount of such loss exceeds the amount
recoverable or recovered under any bond or policy or participants' fund
insuring the Depository against such loss (the "Depository's Recovery"); in
such case the Underwriter shall be liable hereunder only for the Insured's
share of such excess loss, subject to the applicable Limit of Liability,
the Deductible Amount and the other terms of this Bond.
For determining the Insured's share of such excess loss, (1) the Insured
shall be deemed to have an interest in any certificate representing any
security included within the Systems equivalent to the interest the Insured
then has in all certificates representing the same security included within
the Systems; (2) the Depository shall have reasonably and fairly
apportioned the Depository's Recovery among all those having an interest as
recorded by appropriate entries in the books and records of the Depository
in Property involved in such loss, so that each such interest shall share
in the Depository's Recovery in the ratio that the value of each such
interest bears to the total value of all such interests; and (3) the
Insured's share of such excess loss shall be the amount of the Insured's
interest in such Property in excess of the amount(s) so apportioned to the
Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or Exchange
or any nominee in whose name is registered any security included within the
Systems.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one entity is named as the Insured:
A. the total liability of the Underwriter hereunder for each Single Loss
shall not exceed the Limit of Liability which would be applicable if
there were only one named Insured, regardless of the number of Insured
entities which sustain loss as a result of such Single Loss,
B. the Insured first named in Item 1 of the Declarations shall be deemed
authorized to make, adjust, and settle, and receive and enforce payment
of, all claims hereunder as the agent of each other Insured for such
purposes and for the giving or receiving of any notice required or
permitted to be given hereunder; provided, that the Underwriter shall
promptly furnish each named Insured Investment Company with (1) a copy
of this Bond and any amendments thereto, (2) a copy of each formal
filing of a claim hereunder by any other Insured, and (3) notification
of the terms of the settlement of each such claim prior to the
execution of such settlement,
C. the Underwriter shall not be responsible or have any liability for the
proper application by the Insured first named in Item 1 of the
Declarations of any payment made hereunder to the first named Insured,
D. for the purposes of Sections 4 and 13, knowledge possessed or discovery
made by any partner, officer or supervisory Employee of any Insured
shall constitute knowledge or discovery by every named Insured,
E. if the first named Insured ceases for any reason to be covered under
this Bond, then the Insured next named shall thereafter be considered
as the first named Insured for the purposes of this Bond, and
F. each named Insured shall constitute "the Insured" for all purposes of
this Bond.
SECTION 17. NOTICE AND CHANGE OF CONTROL
Within thirty (30) days after learning that there has been a change in
control of an Insured by transfer of its outstanding voting securities the
Insured shall give written notice to the Underwriter of:
A. the names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are registered in another
name), and
B. the total number of voting securities owned by the transferors and the
transferees (or the beneficial owners), both immediately before and
after the transfer, and
C. the total number of outstanding voting securities.
As used in this Section, "control" means the power to exercise a
controlling influence over the management or policies of the Insured.
SECTION 18. CHANGE OR MODIFICATION
This Bond may only be modified by written Rider forming a part hereof over
the signature of the Underwriter's authorized representative. Any Rider
which modifies the coverage provided by Insuring Agreement A, Fidelity, in
a manner which adversely affects the rights of an Insured Investment
Company shall not become effective until at least sixty (60) days after the
Underwriter has given written notice thereof to the Securities and Exchange
Commission, Washington, D.C., and to each Insured Investment Company
affected thereby.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on the
Declarations Page.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Item 1 of the Declarations, Name of Insured, shall include the
following:
Barrett Associates
Brandywine Global Investment Management, LLC
Batterymarch Financial Management, Inc.
Legg Mason & Co., LLC
Legg Mason Capital Management, Inc.
Legg Mason Investment Counsel, LLC
Legg Mason Investor Services, LLC
LMM, LLC
Western Asset Management Company
Western Asset Management Company Limited
Barrett Growth Fund
Legg Mason Charles Street Trust, Inc., a series fund consisting of:
o Batterymarch U.S. Small Capitalization Equity Portfolio
o Brandywine Global Opportunities Bond Fund
Legg Mason Global Trust, Inc., a series fund consisting of:
o Legg Mason Emerging Markets Trust
o Legg Mason International Equity Trust
Legg Mason Growth Trust, Inc.
Legg Mason Income Trust, Inc., a series fund consisting of:
o Legg Mason Investment Grade Income Portfolio
o Legg Mason Limited Duration Portfolio
Legg Mason Investors Trust, Inc., a series fund consisting of:
o Legg Mason American Leading Companies Trust
o Legg Mason U.S. Small-Capitalization Value Trust
Legg Mason Investment Trust, Inc., a series fund consisting of:
o Legg Mason Opportunity Trust
Legg Mason Light Street Trust, Inc., a series fund consisting of:
o Legg Mason Classic Valuation Fund
Legg Mason Special Investment Trust, Inc.
Legg Mason Tax-Free Income Fund, a series fund consisting of:
o Legg Mason Maryland Tax-Free Income Trust
Legg Mason Value Trust, Inc.
Western Asset Income Fund, Inc.
Western Asset Funds, Inc. a series fund consisting of:
o Western Asset Absolute Return Portfolio
o Western Asset Core Plus Bond Portfolio
o Western Asset Core Bond Portfolio
o Western Asset High Yield Portfolio
o Western Asset Inflation Indexed Plus Bond Portfolio
o Western Asset Intermediate Plus Portfolio
o Western Asset Intermediate Bond Portfolio
o Western Asset Limited Duration Bond Fund
o Western Asset Non-U.S. Opportunity Bond Portfolio
Western Asset Premier Bond Fund
Western Asset/Claymore Inflation-Linked Securities & Income Fund
Western Asset/Claymore Inflation-Linked Opportunities & Income Fund
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond (other than Insuring Agreements C and D) does not
cover loss resulting from or in connection with any business, activities, or
acts or omissions of (including services rendered by) any Insured which is not
an Insured Fund ("Non-Fund") or any Employee of a Non-Fund, except loss,
otherwise covered by the terms of this Bond, resulting from or in connection
with (1) services rendered by a Non-Fund to an Insured Fund, or to shareholders
of such Fund in connection with the issuance, transfer, or redemption of their
Fund shares, or (2) in the case of a Non-Fund substantially all of whose
business is rendering the services described in (1) above, the general business,
activities or operations of such Non-Fund, excluding (a) the rendering of
services (other than those described in (1) above) to any person, or (b) the
sale of goods or property of any kind.
It is further understood and agreed that with respect to any Non-Fund, Insuring
Agreements C and D only cover loss of Property which a Non-Fund uses or holds,
or in which a Non-Fund has an interest, in each case wholly or partially in
connection with the rendering of services by a Non-Fund to an Insured Fund, or
to shareholders of such Fund in connection with the issuance, transfer, or
redemption of their Fund shares.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding Section 2.Q of this Bond, this Bond is amended
by adding an additional Insuring Agreement J as follows:
J. COMPUTER SECURITY
Loss (including loss of Property) resulting directly from Computer Fraud;
provided, that the Insured has adopted in writing and generally maintains and
follows during the Bond Period all Computer Security Procedures. The isolated
failure of the Insured to maintain and follow a particular Computer Security
Procedure in a particular instance will not preclude coverage under this
Insuring Agreement, subject to the specific exclusions herein and in the Bond.
1. Definitions. The following terms used in this Insuring Agreement shall
have the following meanings:
a. "Authorized User" means any person or entity designated by the
Insured (through contract, assignment of User Identification, or
otherwise) as authorized to use a Covered Computer System, or any
part thereof. An individual who invests in an Insured Fund shall
not be considered to be an Authorized User solely by virtue of
being an investor.
b. "Computer Fraud" means the unauthorized entry of data into, or the
deletion or destruction of data in, or change of data elements or
programs within, a Covered Computer System which:
(1) is committed by any Unauthorized Third Party anywhere, alone
or in collusion with other Unauthorized Third Parties; and
(2) is committed with the conscious manifest intent (a) to cause
the Insured to sustain a loss, and (b) to obtain financial
benefit for the perpetrator or any other person; and
(3) causes (x) Property to be transferred, paid or delivered; or
(y) an account of the Insured, or of its customer, to be
added, deleted, debited or credited; or (z) an unauthorized or
fictitious account to be debited or credited.
c. "Computer Security Procedures" means procedures for prevention of
unauthorized computer access and use and administration of
computer access and use as provided in writing to the Underwriter.
d. "Covered Computer System" means any Computer System as to which
the Insured has possession, custody and control.
e. "Unauthorized Third Party" means any person or entity that, at the
time of the Computer Fraud, is not an Authorized User.
f. "User Identification" means any unique user name (i.e., a series
of characters) that is assigned to a person or entity by the
Insured.
2. Exclusions. It is further understood and agreed that this Insuring
Agreement J shall not cover:
a. Any loss covered under Insuring Agreement A, "Fidelity," of this
Bond; and
b. Any loss resulting directly or indirectly from Theft or
misappropriation of confidential or proprietary information,
material or data (including but not limited to trade secrets,
computer programs or customer information); and
c. Any loss resulting from the intentional failure to adhere to one
or more Computer Security Procedures; and
d. Any loss resulting from a Computer Fraud committed by or in
collusion with:
(1) any Authorized User (whether a natural person or an entity);
or
(2) in the case of any Authorized User which is an entity, (a)
any director, officer, partner, employee or agent of such
Authorized User, or (b) any entity which controls, is
controlled by, or is under common control with such
Authorized User ("Related Entity"), or (c) any director,
officer, partner, employee or agent of such Related Entity;
or
(3) in the case of any Authorized User who is a natural person,
(a) any entity for which such Authorized User is a director,
officer, partner, employee or agent ("Employer Entity"), or
(b) any director, officer, partner, employee or agent of
such Employer Entity, or (c) any entity which controls, is
controlled by, or is under common control with such Employer
Entity ("Employer-Related Entity"), or (d) any director,
officer, partner, employee or agent of such Employer-Related
Entity;
and
e. Any loss resulting from physical damage to or destruction of any
Covered Computer System, or any part thereof, or any data, data
elements or media associated therewith; and
f. Any loss resulting from Computer Fraud committed by means of
wireless access to any Covered Computer System, or any part
thereof, or any data, data elements or media associated therewith;
and
g. Any loss not directly and proximately caused by Computer Fraud
(including, without limitation, disruption of business and extra
expense); and
h. Payments made to any person(s) who has threatened to deny or has
denied authorized access to a Covered Computer System or otherwise
has threatened to disrupt the business of the Insured.
For purposes of this Insuring Agreement, "Single Loss," as defined in Section
1.X of this Bond, shall also include all loss caused by Computer Fraud(s)
committed by one person, or in which one person is implicated, whether or not
that person is specifically identified. A series of losses involving
unidentified individuals, but arising from the same method of operation, may be
deemed by the Underwriter to involve the same individual and in that event shall
be treated as a Single Loss.
It is further understood and agreed that nothing in this Rider shall affect the
exclusion set forth in Section 2.0 of this Bond.
Coverage under this Insuring Agreement shall terminate upon termination of this
Bond. Coverage under this Insuring Agreement may also be terminated without
terminating this Bond as an entirety:
(a) by written notice from the Underwriter not less than sixty (60)
days prior to the effective date of termination specified in
such notice; or
(b) immediately by written notice from the Insured to the
Underwriter.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that the exclusion set forth at Section 2.M of this Bond shall not
apply with respect to loss resulting from the Dishonest or Fraudulent Acts,
Theft, or other acts or omissions of an Employee in connection with offers or
sales of securities issued by an Insured Fund if such Employee (a) is an
employee of that Fund or of its investment adviser, principal underwriter, or
affiliated transfer agent, and (b) is communicating with purchasers of such
securities only by telephone or in writing, and (c) does not receive commissions
on such sales; provided, that such Dishonest or Fraudulent Acts, Theft, or other
acts or omissions do not involve, and such loss does not arise from, a statement
or representation which is not (1) contained in a currently effective prospectus
or Statement of Additional Information regarding such securities, which has been
filed with the Securities and Exchange Commission, or (2) made as part of a
scripted response to a question regarding that Fund or such securities, if the
script has been filed with, and not objected to by, the National Association of
Securities Dealers, Inc., and if the entire scripted response has been read to
the caller, and if any response concerning the performance of such securities is
not outdated.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that the Deductible Amount for Insuring Agreement E, Forgery or
Alteration, and Insuring Agreement F, Securities, shall not apply with respect
to loss through Forgery of a signature on the following documents:
(1) letter requesting redemption of $50,000 or less payable by
check to the shareholder of record and addressed to the
address of record; or,
(2) letter requesting redemption of $50,000 or less by wire
transfer to the record shareholder's bank account of record;
or
(3) written request to a trustee or custodian for a Designated
Retirement Account ("DRA") which holds shares of an Insured
Fund, where such request (a) purports to be from or at the
instruction of the Owner of such DRA, and (b) directs such
trustee or custodian to transfer $50,000 or less from such DRA
to a trustee or custodian for another DRA established for the
benefit of such Owner;
provided, that the Limit of Liability for a Single Loss as described above shall
be $50,000 and that the Insured shall bear 20% of each such loss. This Rider
shall not apply in the case of any such Single Loss which exceeds $50,000; in
such case the Deductible Amounts and Limits of Liability set forth in Item 3 of
the Declarations shall control.
For purposes of this Rider:
(A) "Designated Retirement Account" means any retirement plan or
account described or qualified under the Internal Revenue Code of
1986, as amended, or a subaccount thereof.
(B) "Owner" means the individual for whose benefit the DRA, or a
subaccount thereof, is established.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Section 5 of this Bond is amended to read as follows:
"Discovery occurs when an individual(s) operating in the role of the
Chief Compliance Officer of the Insured Funds, Chief Legal Officer of
the Insured funds, Director of Risk Management of Legg Mason, Inc.,
Risk Manager of Legg Mason, Inc. or Treasurer of the Insured Funds
becomes aware of facts which would cause a reasonable person to assume
that a loss covered by the Bond has been or is likely to be incurred,
regardless of when the act causing or contributing to such loss
occurred, even though the exact amount or details of loss may not then
be known. Notice to an individual(s) operating in the role of the Chief
Compliance Officer of the Insured Funds, Chief Legal Officer of the
Insured funds, Director of Risk Management of Legg Mason, Inc., Risk
Manager of Legg Mason, Inc. or Treasurer of the Insured Funds of an
actual or potential claim by a third party which alleged that the
Insured is liable under circumstances which, if true, would create a
loss under this Bond, constitutes such discovery."
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond does not cover any loss resulting from or in
connection with the acceptance of any Third Party Check, unless
(1) such Third Party Check is used to open or increase an account which
is registered in the name of one or more of the payees on such Third
Party Check, and
(2) reasonable efforts are made by the Insured, or by the entity
receiving Third Party Checks on behalf of the Insured, to verify all
endorsements on all Third Party Checks made payable in amounts
greater than $100,000 (provided, however, that the isolated failure
to make such efforts in a particular instance will not preclude
coverage, subject to the exclusions herein and in the Bond),
and then only to the extent such loss is otherwise covered under this Bond.
For purposes of this Rider, "Third Party Check" means a check made payable to
one or more parties and offered as payment to one or more other parties.
It is further understood and agreed that notwithstanding anything to the
contrary above or elsewhere in the Bond, this Bond does not cover any loss
resulting from or in connection with the acceptance of a Third Party Check
where:
(1) any payee on such Third Party Check reasonably appears to be a
corporation or other entity; or
(2) such Third Party Check is made payable in an amount greater than
$100,000 and does not include the purported endorsements of all
payees on such Third Party Check.
It is further understood and agreed that this Rider shall not apply with respect
to any coverage that may be available under Insuring Agreement A, "Fidelity."
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration for the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover any loss resulting from any
On-Line Redemption(s) or On-Line Purchase(s) involving an aggregate amount in
excess of $250,000 per shareholder account per day, unless before such
redemption(s) or purchase(s), in a procedure initiated by the Insured or by the
entity receiving the request for such On-Line Redemption(s) or On-Line
Purchase(s):
(i) the Shareholder of Record verifies, by some method other than an
Electronic Transmission effected by computer-to-computer over the
Internet or utilizing modem or similar connections, that each such
redemption or purchase has been authorized, and (ii) if such redemption
or purchase is to be effected by wire to or from a particular bank
account, a duly authorized employee of the bank verifies the account
number to or from which funds are being transferred, and that the name
on the account is the same as the name of the intended recipient of the
proceeds.
It is further understood and agreed that, notwithstanding the Limit of Liability
set forth herein or any other provision of this Bond, the Limit of Liability
with respect to any Single Loss caused by an On-Line Transaction shall be Ten
Million Dollars ($10,000,000) and the On-Line Deductible with respect to
Insuring Agreement I is Fifty Thousand Dollars ($50,000).
It is further understood and agreed that notwithstanding Section 8,
Non-Reduction and Non-Accumulation of Liability and Total Liability, or any
other provision of this Bond, the Aggregate Limit of Liability of the
Underwriter under this Bond with respect to any and all loss or losses caused by
On-Line Transactions shall be an aggregate of Ten Million Dollars ($10,000,000)
for the Bond Period, irrespective of the total amount of such loss or losses.
For purposes of this Rider, the following terms shall have the following
meanings:
"On-Line Purchase" means any purchase of shares issued by an Investment Company,
which purchase is requested by computer-to-computer transmissions over the
Internet (including any connected or associated intranet or extranet) or
utilizing modem or similar connections.
"On-Line Redemption" means any redemption of shares issued by an Investment
Company, which redemption is requested by computer-to computer transmissions
over the Internet (including any connected or associated intranet or extranet)
or utilizing modem or similar connections.
"On-Line Transaction" means any Phone/Electronic Transaction requested by
computer-to-computer transmissions over the Internet (including any connected or
associated intranet or extranet) or utilizing modem or similar connections.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 9
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration for the premium charged for this Bond, it is hereby understood
and agreed that, with respect to Insuring Agreement I only, the Deductible
Amount set forth in Item 3 of the Declarations ("Phone/Electronic Deductible")
shall not apply with respect to a Single Loss, otherwise covered by Insuring
Agreement I, caused by:
(1) a Phone/Electronic Redemption requested to be paid or made
payable by check to the Shareholder of Record at the address
of record; or
(2) a Phone/Electronic Redemption requested to be paid or made
payable by wire transfer to the Shareholder of Record's bank
account of record,
provided, that the Limit of Liability for a Single Loss as described in (1) or
(2) above shall be the lesser of 80% of such loss or $40,000 and that the
Insured shall bear the remainder of each such Loss. This Rider shall not apply
if the application of the Phone/Electronic Deductible to the Single Loss would
result in coverage of greater than $40,000 or more; in such case the
Phone-initiated Deductible and Limit of Liability set forth in Item 3 of the
Declarations shall control.
For purposes of this Rider, "Phone/Electronic Redemption" means any redemption
of shares issued by an Investment Company, which redemption is requested (a)
through an automated telephone tone or voice response system, (b) by
Telefacsimile, or (c) by transmission over the Internet (including any connected
or associated intranet or extranet) or utilizing modem or similar connections.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 10
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover loss caused by a
Phone/Electronic Transaction requested:
o by voice over the telephone ; or
o by wireless device transmissions over the Internet (including any
connected or associated intranet or extranet),
except insofar as such loss is covered under Insuring Agreement A "Fidelity" of
this Bond.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 11
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
Most property and casualty insurers, including ICI Mutual Insurance Company
("ICI Mutual"), are subject to the requirements of the Terrorism Risk Insurance
Act of 2002 (the "Act"). The Act establishes a Federal insurance backstop under
which ICI Mutual and these other insurers will be partially reimbursed for
future "insured losses" resulting from certified "acts of terrorism." (Each of
these bolded terms is defined by the Act.) The Act also places certain
disclosure and other obligations on ICI Mutual and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by certified "acts
of terrorism" will be partially reimbursed by the United States government under
a formula established by the Act. Under this formula, the United States
government will reimburse ICI Mutual for 90% of ICI Mutual's "insured losses" in
excess of a statutorily established deductible until total insured losses of all
participating insurers reach $100 billion. If total "insured losses" of all
property and casualty insurers reach $100 billion during any applicable period,
the Act provides that the insurers will not be liable under their policies for
their portions of such losses that exceed such amount. Amounts otherwise payable
under this bond may be reduced as a result.
This bond has no express exclusion for "acts of terrorism." However, coverage
under this bond remains subject to all applicable terms, conditions and
limitations of the bond (including exclusions) that are permissible under the
Act. The portion of the premium that is attributable to any coverage potentially
available under the bond for "acts of terrorism" is one percent (1%).
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 12
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund Adviser, Inc. 87028108B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2008 July 1, 2008 to July 1, 2009 /S/ Matthew Link
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that, notwithstanding anything to the contrary in General Agreement A
of this Bond, Item 1 of the Declarations shall include any Newly Created
Investment Company or portfolio provided that the Insured shall submit to the
Underwriter within fifteen (15) days after the end of each calendar quarter, a
list of all Newly Created Investment Companies or portfolios, the estimated
annual assets of each Newly Created Investment Company or portfolio, and copies
of any prospectuses and statements of additional information relating to such
Newly Created Investment Companies or portfolios, unless said prospectuses and
statements of additional information have been previously submitted. Following
the end of a calendar quarter, any Newly Created Investment Company or portfolio
created within the preceding calendar quarter will continue to be an Insured
only if the Underwriter is notified as set forth in this paragraph, the
information required herein is provided to the Underwriter, and the Underwriter
acknowledges the addition of such Newly Created Investment Company or portfolio
to the Bond by a Rider to this Bond.
For purposes of this Rider, "Newly Created Investment Company or portfolio"
shall mean any Investment Company or portfolio for which registration with the
SEC has been declared effective for a time period of less than one calendar
quarter.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
AGREEMENT
Agreement made as of the first day of July 2008 by and among Legg Mason Charles
Street Trust, Inc., Legg Mason Global Trust, Inc., Legg Mason Growth Trust,
Inc., Legg Mason Income Trust, Inc., Legg Mason Investment Trust, Inc., Legg
Mason Investors Trust, Inc., Legg Mason Light Street Trust, Inc., Legg Mason
Special Investment Trust, Inc., Legg Mason Tax-Free Income Fund, Legg Mason
Value Trust, Inc., Western Asset Funds, Inc., Western Asset Premier Bond Fund,
Western Asset/Claymore Inflation-Linked Securities & Income Fund, Western
Asset/Claymore Inflation-Linked Opportunities & Income Fund, Western Asset
Income Fund, Barrett Growth Fund, Legg Mason, Inc., Barrett Associates, Inc.,
Batterymarch Financial Management, Inc., Brandywine Global Investment
Management, LLC, LMM LLC, Legg Mason Capital Management, Inc., Legg Mason Fund
Adviser, Inc., Legg Mason Fund Services, Inc., Legg Mason Investment Counsel
L.L.C., Western Asset Management Company, Western Asset Management Company
Limited, and Legg Mason Investor Services, LLC, all of which are named insureds
on a certain fidelity bond underwritten by ICI Mutual Insurance Company (the
"Insurer") covering certain acts relating to the Funds ("Joint Fidelity Bond"):
WHEREAS, each of the Funds has registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management
investment company, and Western Asset Premier Bond Fund, Western
Asset/Claymore Inflation-Linked Securities & Income Fund, Western
Asset/Claymore Inflation-Linked Opportunities & Income Fund and
Western Asset Income Fund each have registered under the 1940 Act as
a closed-end management investment company; and
WHEREAS, Rule 17g-1(f) under the 1940 Act requires that a registered
management investment company named as an insured on a joint
fidelity bond enter into a certain agreement with the other named
insureds; and
WHEREAS, the Funds, the Advisers, Legg Mason, Inc. and Legg Mason Investor
Services, LLC, each will benefit from their respective participation
in the Joint Fidelity Bond in compliance with this Rule:
NOW, THEREFORE, it is agreed as follows:
1. In the event any recovery under the Joint Fidelity Bond is received as a
result of a loss sustained by any of the Funds and by one or more other
named insureds, then each Fund sustaining such loss shall receive an
equitable and proportionate share of the recovery, said proportion to be
established by the ratio that its claim bears to the total amount claimed
by all participants, but at least equal to the amount which each such Fund
would have received had it provided and maintained a single insured bond
with the minimum coverage required by Rule 17g-1(d)(1) under the 1940 Act.
2. In the event that the Insurer asserts that its liability to an entity that
is party to this Agreement but which is not a Fund (a "Legg Mason Entity")
in the event of a loss under any fidelity bond has the effect of reducing
the maximum limit of its liability under the Joint Fidelity Bond, such
Legg Mason Entity agrees to reduce its claim against the Insurer under
such other fidelity bond to the extent required so that any Fund claimant
shall receive at least the lesser of proceeds equal to the full amount of
its claim or the amount it would have received had it provided and
maintained a single insured bond with the minimum coverage required under
Rule 17g-1 under the 1940 Act.
3. Each party to this Agreement is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declarations of
Trust of Legg Mason Tax-Free Income Fund, Western Asset Premier Bond Fund,
Western Asset/Claymore Inflation-Linked Securities & Income Fund, and
Western Asset/Claymore Inflation-Linked Opportunities & Income Fund and
agrees that obligations assumed by each of these Funds pursuant to this
Agreement shall be limited in all cases to each Fund and its assets. Each
party to this Agreement agrees that it shall not seek satisfaction of any
such obligation from the shareholders or any individual shareholder of the
Legg Mason Tax-Free Income Fund, Western Asset Premier Bond Fund, Western
Asset/Claymore Inflation-Linked Securities & Income Fund, and Western
Asset/Claymore Inflation-Linked Opportunities & Income Fund nor from the
Directors or any individual Trustee of those Funds.
3. This Agreement may be executed in multiple counterparts.
By: /s/ Marie K. Karpinski By: /s/ Marie K. Karpinski
----------------------------------------- -----------------------------------------
Legg Mason Charles Street Trust, Inc. Legg Mason Tax-Free Income Fund
By: /s/ Marie K. Karpinski By: /s/ Marie K. Karpinski
----------------------------------------- -----------------------------------------
Legg Mason Growth Trust, Inc. Western Asset Funds, Inc.
By: /s/ Marie K. Karpinski By: /s/ Marie K. Karpinski
----------------------------------------- -----------------------------------------
Legg Mason Global Trust, Inc. Western Asset Income Fund
By: /s/ Marie K. Karpinski By: /s/ Marie K. Karpinski
----------------------------------------- -----------------------------------------
Legg Mason Income Trust, Inc. Western Asset Premier Bond Fund
By: /s/ Marie K. Karpinski By: /s/ Marie K. Karpinski
----------------------------------------- -----------------------------------------
Legg Mason Investment Trust, Inc. Western Asset/Claymore Inflation-Linked Securities &
Income Fund
By: /s/ Marie K. Karpinski By: /s/ Marie K. Karpinski
----------------------------------------- -----------------------------------------
Legg Mason Investors Trust, Inc. Western Asset/Claymore Inflation-Linked Opportunities &
Income Fund
By: /s/ Marie K. Karpinski By: /s/ Peter H. Shriver
----------------------------------------- -----------------------------------------
Legg Mason Light Street Trust, Inc. Barrett Growth Fund
By: /s/ Marie K. Karpinski By: /s/ Peter H. Shriver
----------------------------------------- -----------------------------------------
Legg Mason Special Investment Trust, Inc. Barrett Associates, Inc.
By: /s/ Marie K. Karpinski By: /s/ Phillip E. Channen
----------------------------------------- -----------------------------------------
Legg Mason Value Trust, Inc. Batterymarch Financial Management, Inc.
By: /s/ Lucy Carey By: /s/ Jennifer W. Murphy
----------------------------------------- -----------------------------------------
Brandywine Global Investment Management, LLC Legg Mason Capital Management, Inc.
By: /s/ Marie K. Karpinski By: /s/ Timothy J. Hynes, III
----------------------------------------- -----------------------------------------
Legg Mason Fund Adviser, Inc. Legg Mason Investment Counsel L.L.C.
By: /s/ D. Stuart Bowers By: /s/ Mark Fetting
----------------------------------------- -----------------------------------------
Legg Mason Investor Services, LLC Legg Mason, Inc.
By: /s/ Jennifer W. Murphy By: /s/ D. Stuart Bowers
----------------------------------------- -----------------------------------------
LMM LLC Legg Mason Fund Services, Inc.
By: /s/ Ilene S. Harker By: /s/ Ilene S. Harker
----------------------------------------- -----------------------------------------
Western Asset Management Company Western Asset Management Company Limited
Western Asset/Claymore Inflation-Linked Protected Securities & Income Fund
Western Asset/Claymore Inflation-Linked Opportunities & Income Fund
CERTIFICATE OF TREASURER
I, Marie K. Karpinski, Treasurer of Western Asset/Claymore
Inflation-Linked Securities & Income Fund and Western Asset/Claymore
Inflation-Linked Opportunities & Income Fund (the "Trusts") hereby certify that
the following is a true and correct copy of the resolutions duly adopted by the
Board of Trustees of the Trusts (the "Board") on May 27, 2008.
/s/ Marie K. Karpinski
----------------------------------------
Marie K. Karpinski
Treasurer
Dated September 26, 2008
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That, after considering all factors the Trustees have deemed
relevant and required by applicable law, the action of the Trust in
joining Legg Mason Charles Street Trust, Inc., Legg Mason Growth
Trust, Inc., Legg Mason Global Trust, Inc., Legg Mason Income Trust,
Inc., Legg Mason Investment Trust, Inc., Legg Mason Investors Trust,
Inc., Legg Mason Light Street Trust, Inc., Legg Mason Special
Investment Trust, Inc., Legg Mason Tax-Free Income Fund, Legg Mason
Value Trust, Inc., Western Asset Funds, Inc., Western Asset Premier
Bond Fund, Western Asset Income Fund, Western Asset/Claymore
Inflation-Linked Securities & Income Fund, Western Asset/Claymore
Inflation-Linked Opportunities & Income Fund, Barrett Growth Fund,
Legg Mason, Inc., Barrett Associates, Inc., Batterymarch Financial
Management, Inc., Brandywine Asset Management, LLC, LMM LLC, Legg
Mason Fund Adviser, Inc., Legg Mason Funds Management, Inc., Legg
Mason Trust, fsb, Western Asset Management Company, Western Asset
Management Company Limited, Arroyo Seco Inc., Fairfield Group, Inc.,
Legg Mason Investors Service, LLC, Legg Mason & Co., LLC LM
Financial Partners, Inc., Lombard Odier Darier Hentsch Portfolio
Management Limited, Howard Weil Financial Corporation and such other
parties as presented to this meeting in a joint Investment Company
Blanket Bond issued by ICI Mutual Insurance Company, covering
larceny and embezzlement and certain other acts, with a limit of
liability of $35,000,000, for an aggregate one-year premium
allocated to the Trust as presented to this meeting, be and it is
hereby approved.
RESOLVED: That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the Joint Fidelity Bond, the amount of the premium for the
Joint Fidelity Bond, the ratable allocation of the premium among all
parties named as insureds, and the extent to which the share of the
premium allocated to the Trust is less than the premium it would
have to pay if it had provided and maintained a single insured bond,
the portion of the total premium allocated to the Trust for the
period July 1, 2008 to June 30, 2009, payable for coverage as
described in the preceding vote be, and hereby is approved, and the
payment of such premium by an officer of the Trust be and is hereby
approved.
RESOLVED: That pursuant to Rule 17g-1 under the 1940 Act, the President, each
Vice President, the Secretary and the Treasurer of the Trust are
each hereby designated as an agent for the Trust to make the filings
and give the notices required by subparagraph (g) of said Rule.
RESOLVED: That the Trust be and it hereby is authorized to enter into an
agreement with the other parties to the Investment Company Blanket
Bond, providing that in every recovery received under the bond as a
result of a loss sustained by the Trust and one or more of such
other parties, the Trust shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it
would have received had it provided and maintained a single insured
bond with the minimum coverage required by Rule 17g-1(d)(1) under
the 1940 Act, and the President, any Vice President, the Treasurer
and the Secretary of the Trust be, and they hereby are, and each of
them acting individually hereby is, authorized, in the name and on
behalf of the Trust, to execute and deliver such agreement, the
taking of any or all such actions to be conclusive evidence of its
authorization hereby.
RESOLVED: That the Board acknowledges that the Investment Company Blanket Bond
continues to provide coverage to certain funds that are no longer in
existence, along with their directors and officers, and to certain
service providers that no longer provide services to the funds, for
losses occurring while such funds were still in existence.
RESOLVED: That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
WESTERN ASSET INCOME FUND
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Western Asset Income Fund
(the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 13, 2008.
/s/ Peter J. Ciliberti
-------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED, that, after considering all factors the Directors have
deemed relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which any
covered person may have access, the type and terms of the arrangements
made for the custody and safekeeping of such assets, and the nature of the
securities in the Corporation's portfolio, the action of the Corporation
in joining the parties presented to this meeting in a joint Investment
Company Blanket Bond issued by ICI Mutual Insurance Company, covering
larceny and embezzlement and certain other acts, with a limit of liability
of $35,000,000, for an aggregate one-year premium allocated to the
Corporation as presented to this meeting, be, and hereby is, approved.
RESOLVED FURTHER, that taking into consideration all the relevant
factors, including, but not limited to, the number of other parties named
as insureds, the nature of the business activities of such other parties,
the amount of the joint Investment Company Blanket Bond, the amount of the
premium for the joint Investment Company Blanket Bond, the ratable
allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is
less than the premium it would have to pay if it had provided and
maintained a single insured bond, the portion of the total premium
allocated to the Corporation for the period July 1, 2008 to June 30, 2009,
payable for coverage as described in the preceding vote be, and hereby is
approved, and the payment of such premium by an officer of the Corporation
be, and hereby is, approved.
RESOLVED FURTHER, that pursuant to Rule 17g-1 under the Investment
Company Act of 1940, as amended (the "1940 Act"), each of the President,
each Vice President, the Secretary and the Treasurer of the Corporation is
hereby designated as an agent for the Corporation to make the filings and
give the notices required by subparagraph (g) of said Rule.
RESOLVED FURTHER, that the Corporation be and it hereby is
authorized to enter into an agreement with the other parties to the joint
Investment Company Blanket Bond, providing that in every recovery received
under the bond as a result of a loss sustained by the Corporation and one
or more of such other parties, the Corporation shall receive an equitable
and proportionate share of the recovery, at least equal to the amount it
would have received had it provided and maintained a single insured bond
with the minimum coverage required by Rule 17g-1(d)(1) under the 1940 Act,
and the President, any Vice President, the Treasurer and the Secretary or
Assistant Secretary of the Corporation be, and they hereby are, and each
of them acting individually hereby is, authorized, in the name and on
behalf of the Corporation, to execute and deliver such agreement, in
substantially the form presented to this meeting with such changes as the
officer so acting may deem necessary or desirable in consultation with
counsel for the Corporation and counsel for the independent Directors, the
taking of any or all such actions to be conclusive evidence of its
authorization hereby.
RESOLVED FURTHER, that the form and amount of the Investment Company
Blanket Bond, after consideration of all factors deemed relevant and
required by law, be and they hereby are approved.
WESTERN ASSET FUNDS, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Western Asset Funds, Inc.
(the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 13, 2008.
/s/ Peter J. Ciliberti
----------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED, that, after considering all factors the Directors have
deemed relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which any
covered person may have access, the type and terms of the arrangements
made for the custody and safekeeping of such assets, and the nature of the
securities in the Corporation's portfolio, the action of the Corporation
in joining the parties presented to this meeting in a joint Investment
Company Blanket Bond issued by ICI Mutual Insurance Company, covering
larceny and embezzlement and certain other acts, with a limit of liability
of $35,000,000, for an aggregate one-year premium allocated to the
Corporation as presented to this meeting, be, and hereby is, approved.
RESOLVED FURTHER, that taking into consideration all the relevant
factors, including, but not limited to, the number of other parties named
as insureds, the nature of the business activities of such other parties,
the amount of the joint Investment Company Blanket Bond, the amount of the
premium for the joint Investment Company Blanket Bond, the ratable
allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is
less than the premium it would have to pay if it had provided and
maintained a single insured bond, the portion of the total premium
allocated to the Corporation for the period July 1, 2008 to June 30, 2009,
payable for coverage as described in the preceding vote be, and hereby is
approved, and the payment of such premium by an officer of the Corporation
be, and hereby is, approved.
RESOLVED FURTHER, that pursuant to Rule 17g-1 under the Investment
Company Act of 1940, as amended (the "1940 Act"), each of the President,
each Vice President, the Secretary and the Treasurer of the Corporation is
hereby designated as an agent for the Corporation to make the filings and
give the notices required by subparagraph (g) of said Rule.
RESOLVED FURTHER, that the Corporation be and it hereby is
authorized to enter into an agreement with the other parties to the joint
Investment Company Blanket Bond, providing that in every recovery received
under the bond as a result of a loss sustained by the Corporation and one
or more of such other parties, the Corporation shall receive an equitable
and proportionate share of the recovery, at least equal to the amount it
would have received had it provided and maintained a single insured bond
with the minimum coverage required by Rule 17g-1(d)(1) under the 1940 Act,
and the President, any Vice President, the Treasurer and the Secretary or
Assistant Secretary of the Corporation be, and they hereby are, and each
of them acting individually hereby is, authorized, in the name and on
behalf of the Corporation, to execute and deliver such agreement, in
substantially the form presented to this meeting with such changes as the
officer so acting may deem necessary or desirable in consultation with
counsel for the Corporation and counsel for the independent Directors, the
taking of any or all such actions to be conclusive evidence of its
authorization hereby.
RESOLVED FURTHER, that the form and amount of the Investment Company
Blanket Bond, after consideration of all factors deemed relevant and
required by law, be and they hereby are approved.
WESTERN ASSET PREMIER BOND FUND
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Western Asset Premier Bond
Fund (the "Trust") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Trustees of the Trust as
of June 13, 2008.
/s/ Peter J. Ciliberti
----------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Trustees
who are not "interested persons" of the Funds, as defined in the Investment
Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Trust:
Joint Fidelity Bond
RESOLVED, that, after considering all factors the Trustees have
deemed relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Trust to which any covered
person may have access, the type and terms of the arrangements made for
the custody and safekeeping of such assets, and the nature of the
securities in the Trust's portfolio, the action of the Trust in joining
the parties presented to this meeting in a joint Investment Company
Blanket Bond issued by ICI Mutual Insurance Company, covering larceny and
embezzlement and certain other acts, with a limit of liability of
$35,000,000, for an aggregate one-year premium allocated to the Trust as
presented to this meeting, be, and hereby is, approved.
RESOLVED FURTHER, that taking into consideration all the relevant
factors, including, but not limited to, the number of other parties named
as insureds, the nature of the business activities of such other parties,
the amount of the joint Investment Company Blanket Bond, the amount of the
premium for the joint Investment Company Blanket Bond, the ratable
allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Trust is less
than the premium it would have to pay if it had provided and maintained a
single insured bond, the portion of the total premium allocated to the
Trust for the period July 1, 2008 to June 30, 2009, payable for coverage
as described in the preceding vote be, and hereby is approved, and the
payment of such premium by an officer of the Trust be, and hereby is,
approved.
RESOLVED FURTHER, that pursuant to Rule 17g-1 under the Investment
Company Act of 1940, as amended (the "1940 Act"), each of the President,
each Vice President, the Secretary and the Treasurer of the Trust is
hereby designated as an agent for the Trust to make the filings and give
the notices required by subparagraph (g) of said Rule.
RESOLVED FURTHER, that the Trust be and it hereby is authorized to
enter into an agreement with the other parties to the joint Investment
Company Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Trust and one or more of such
other parties, the Trust shall receive an equitable and proportionate
share of the recovery, at least equal to the amount it would have received
had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act, and the
President, any Vice President, the Treasurer and the Secretary or
Assistant Secretary of the Trust be, and they hereby are, and each of them
acting individually hereby is, authorized, in the name and on behalf of
the Trust, to execute and deliver such agreement, in substantially the
form presented to this meeting with such changes as the officer so acting
may deem necessary or desirable in consultation with counsel for the Trust
and counsel for the independent Trustees, the taking of any or all such
actions to be conclusive evidence of its authorization hereby.
RESOLVED FURTHER, that the form and amount of the Investment Company
Blanket Bond, after consideration of all factors deemed relevant and
required by law, be and they hereby are approved.
The Barrett Funds
Officer's Certificate
THE UNDERSIGNED, Secretary of The Barrett Funds (the "Trust"), a Delaware
statutory trust registered as a management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"),does hereby certify
that the following resolutions approving the renewal of the Fidelity Bond
Insurance Coverage for the Trust were duly adopted by the Trustees, including a
majority of the Trustees who are not "interested persons" of the Fund, as
defined in Section 2(a)(19) of the 1940 Act (the "Independent Trustees"), on
June 27, 2008:
RESOLVED, that it is the finding of the Board that the fidelity bond
coverage with ICI Mutual Insurance Company for the July 1, 2008 through June 30,
2009 policy period in the aggregate amount of $35 million covering among others,
officers and employees of the Fund in accordance with the requirements of Rule
17g-l 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 fidelity bond may have access, the type and terms of the
arrangements made for the custody and safekeeping of assets of the Fund and the
nature of the securities in the Fund's portfolio; and further
RESOLVED, that the payment by the Fund of its portion of the total premium
of approximately $175,000 for the period July 1, 2008 through June 30, 2009 for
the aforementioned joint insured fidelity bond is fair and reasonable and
therefore approved, taking into consideration, among other things, the number of
parties named as insureds, the nature of the business activities of such
parties, the amount of the joint insured fidelity bond; the amount of the
premium to be allocated among all parties as insureds; and the extent to which
the share of the premium allocated to the Fund is less than the premium that the
Fund would have had to pay if it had provided and maintained a single insured
bond; and further
RESOLVED, that the Agreement Concerning Allocation of Fidelity Bond
Premiums and Recoveries entered into among the Fund and the other named insureds
under the foregoing fidelity bond coverage is approved and that each officer of
the Fund, acting singly, is authorized to execute and deliver such Agreement,
with such changes as such officer may by his execution and delivery approve, the
execution and delivery of said Agreement to be conclusive evidence of the
Trustees' approval; and further
RESOLVED, that the officers of the Fund are directed to file the fidelity
bond with the Securities and Exchange Commission and to make the other filings
and give the notices as required by Paragraph (g) of Rule 17g-l of the 1940 Act;
and further
IN WITNESS WHEREOF, I have hereunto set my name and signature this 23rd
day of September, 2008.
The Barrett Funds
By: /s/ Paula J. Elliott
--------------------------------
Name: Paula J. Elliott
Title: Secretary and Treasurer
LEGG MASON CHARLES STREET TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Charles Street
Trust, Inc. (the "Corporation") hereby certify that the following is a
true and correct copy of a resolution duly adopted by the Board of
Directors of the Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON GLOBAL TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Global Trust,
Inc. (the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON GROWTH TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Growth Trust,
Inc. (the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON INCOME TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Income Trust,
Inc. (the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON INVESTMENT TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Investment Trust,
Inc. (the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON INVESTORS TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Investors Trust,
Inc. (the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON LIGHT STREET TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Light Street
Trust, Inc. (the "Corporation") hereby certify that the following is a
true and correct copy of a resolution duly adopted by the Board of
Directors of the Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON SPECIAL INVESTMENT TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Special
Investment Trust, Inc. (the "Corporation") hereby certify that the
following is a true and correct copy of a resolution duly adopted by the
Board of Directors of the Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON TAX-FREE INCOME FUND
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Tax-Free Income
Fund (the "Trust") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Trustees of the Trust as
of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Trustees
who are not "interested persons" of the Trust, as defined in the Investment
Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Trust:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Trustees have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Trust to which any
covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Trust's portfolio, the
action of the Trust in joining the parties presented to this meeting
in a joint Investment Company Blanket Bond issued by ICI Mutual
Insurance Company, covering larceny and embezzlement and certain
other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Trust as presented to
this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Trust is less than the premium it would have to pay if it had
provided and maintained a single insured bond, the portion of the
total premium allocated to the Trust for the period July 1, 2008 to
June 30, 2009, payable for coverage as described in the preceding
vote be, and hereby is approved, and the payment of such premium by
an officer of the Trust be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Trust are each
hereby designated as an agent for the Fund to make the filings and
give the notices required by subparagraph (g) of said Rule; and be
it
FURTHER
RESOLVED:
That the Trust be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Trust and one or more of
such other parties, the Trust shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it
would have received had it provided and maintained a single insured
bond with the minimum coverage required by Rule 17g-1(d)(1) under
the 1940 Act, and the President, any Vice President, the Treasurer
and the Secretary or Assistant Secretary of the Trust be, and they
hereby are, and each of them acting individually hereby is,
authorized, in the name and on behalf of the Trust, to execute and
deliver such agreement, in substantially the form presented to this
meeting with such changes as the officer so acting may deem
necessary or desirable in consultation with counsel for the Trust,
the taking of any or all such actions to be conclusive evidence of
its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
LEGG MASON VALUE TRUST, INC.
CERTIFICATE OF SECRETARY
I, Peter J. Ciliberti, Assistant Secretary of Legg Mason Value Trust, Inc.
(the "Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of June 19, 2008.
/s/ Peter J. Ciliberti
----------------------------------
Peter J. Ciliberti
Assistant Secretary
Dated: September 26, 2008
After discussion and after a motion duly made and seconded, the Directors
who are not "interested persons" of the Corporation, as defined in the
Investment Company Act of 1940, as amended, and the entire Board, separately and
unanimously, approved the following resolutions with respect to the Corporation:
Joint Fidelity Bond
RESOLVED:
That, after considering all factors the Directors have deemed
relevant and required by applicable law, including, but not limited
to, the value of the aggregate assets of the Corporation to which
any covered person may have access, the type and terms of the
arrangements made for the custody and safekeeping of such assets,
and the nature of the securities in the Corporation's portfolio, the
action of the Corporation in joining the parties presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI
Mutual Insurance Company, covering larceny and embezzlement and
certain other acts, with a limit of liability of $35,000,000, for an
aggregate one-year premium allocated to the Corporation as presented
to this meeting, be, and hereby is, approved; and be it
FURTHER
RESOLVED:
That taking into consideration all the relevant factors, including,
but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the
amount of the joint Investment Company Blanket Bond, the amount of
the premium for the joint Investment Company Blanket Bond, the
ratable allocation of the premium among all parties named as
insureds, and the extent to which the share of the premium allocated
to the Corporation is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of
the total premium allocated to the Corporation for the period July
1, 2008 to June 30, 2009, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such
premium by an officer of the Corporation be, and hereby is,
approved; and be it
FURTHER
RESOLVED:
That pursuant to Rule 17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), the President, each Vice
President, the Secretary and the Treasurer of the Corporation are
each hereby designated as an agent for the Corporation to make the
filings and give the notices required by subparagraph (g) of said
Rule; and be it
FURTHER
RESOLVED:
That the Corporation be and it hereby is authorized to enter into an
agreement with the other parties to the joint Investment Company
Blanket Bond, providing that in every recovery received under the
bond as a result of a loss sustained by the Corporation and one or
more of such other parties, the Corporation shall receive an
equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a
single insured bond with the minimum coverage required by Rule
17g-1(d)(1) under the 1940 Act, and the President, any Vice
President, the Treasurer and the Secretary or Assistant Secretary of
the Corporation be, and they hereby are, and each of them acting
individually hereby is, authorized, in the name and on behalf of the
Corporation, to execute and deliver such agreement, in substantially
the form presented to this meeting with such changes as the officer
so acting may deem necessary or desirable in consultation with
counsel for the Corporation, the taking of any or all such actions
to be conclusive evidence of its authorization hereby; and be it
FURTHER
RESOLVED:
That the form and amount of the Investment Company Blanket Bond,
after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.