ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
1401 H St. NW
Washington, DC 20005
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
1401 H St. NW
Washington, DC 20005
DECLARATIONS
NOTICE
This policy is issued by your risk retention group. Your risk retention group
may not be subject to all of the insurance laws and regulations of your state.
State insurance insolvency guaranty funds are not available for your risk
retention group.
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ITEM 1. Name of Insured (the "Insured") Bond Number
DREMAN/CLAYMORE DIVIDEND & INCOME FUND 05716209B
Principal Office: c/o Claymore Securities, Inc.
2455 Corporate West Drive, Lisle, IL 60532
Mailing Address: c/o Claymore Securities, Inc.
2455 Corporate West Drive, Lisle, IL 60532
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ITEM 2. Bond Period: from 12:01 a.m. on March 31, 2009, to 12:01 a.m. on
March 31,2010 or the earlier effective date of the termination of this
Bond, standard time at the Principal Office as to each of said dates.
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ITEM 3. Limit of Liability (Subject to Sections 9, 10 and 12 hereof):
LIMIT OF DEDUCTIBLE
LIABILITY AMOUNT
Insuring Agreement A FIDELITY $4,950,000 N/A
Insuring Agreement B AUDIT EXPENSE $50,000 $10,000
Insuring Agreement C ON PREMISES $4,950,000 $25,000
Insuring Agreement D IN TRANSIT $4,950,000 $25,000
Insuring Agreement E FORGERY OR ALTERATION $4,950,000 $25,000
Insuring Agreement F SECURITIES $4,950,000 $25,000
Insuring Agreement G COUNTERFEIT CURRENCY $4,950,000 $25,000
Insuring Agreement H UNCOLLECTIBLE ITEMS OF DEPOSIT $25,000 $5,000
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 $4,950,000 $25,000
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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.
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ITEM 5. The liability of ICI Mutual Insurance Company, a Risk Retention Group
(the "Underwriter") is subject to the terms of the following Riders
attached hereto:
Riders: 1-2-3
and of all Riders applicable to this Bond issued during the Bond
Period.
================================================================================
By: /S/ MATTHEW LINK
-------------------------
Authorized Representative
INVESTMENT COMPANY BLANKET BOND
NOTICE
This policy is issued by your risk retention group. Your risk retention group
may not be subject to all of the insurance laws and regulations of your state.
State insurance insolvency guaranty funds are not available for your risk
retention group.
ICI Mutual Insurance Company, a Risk Retention Group (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 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 resulting from Property that is (1) located or reasonably believed by
the Insured to be located within the Insured's offices or premises, and (2)
the object of Theft, Dishonest or Fraudulent Act, or Mysterious
Disappearance, EXCLUDING loss covered under Insuring Agreement A.
D. IN TRANSIT
Loss resulting from Property that is (1) 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), and (2)
the object of Theft, Dishonest or Fraudulent Act, or Mysterious
Disappearance, 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
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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.
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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".
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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 seeking recovery for any
loss which, if established against the Insured, would constitute a loss
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
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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.
D. INTERPRETATION
This Bond shall be interpreted with due regard to the purpose of fidelity
bonding under Rule 17g-1 of the Investment Company Act of 1940 (i.e., to
protect innocent third parties from harm) and to the structure of the
investment management industry (in which a loss of Property resulting from
a cause described in any Insuring Agreement ordinarily gives rise to a
potential legal liability on the part of the Insured), such that the term
"loss" as used herein shall include an Insured's legal liability for direct
compensatory damages resulting directly from a misappropriation, or
measurable diminution in value, of Property.
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.
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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
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(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
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nature of the foregoing (but excluding all data processing records), (1) in
which the Insured has a legally cognizable interest, (2) in which the
Insured acquired or should have acquired such 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 (3) 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.
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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 while the Property is 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 resulting from Property that is the object of Theft, Dishonest or
Fraudulent Act, or Mysterious Disappearance 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 where the Property is 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.
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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.
12
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 to anyone other than the Insured.
As soon as practicable and not more than sixty (60) days after discovery,
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 Property is Securities and the loss 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, 1401 H St. NW, Washington, DC 20005.
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
13
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
14
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.
15
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
16
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.
17
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,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
--------------------------------------------------------------------------------
INSURED BOND NUMBER
DREMAN/CLAYMORE DIVIDEND & INCOME FUND 05716209B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 31, 2009 MARCH 31, 2009 TO MARCH 31, 2010 /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:
Claymore/Guggenheim Strategic Opportunities Fund
Old Mutual/Claymore Long-Short Fund
TS&W/Claymore Tax-Advantaged Balanced Fund
Madison/Claymore Covered Call & Equity Strategy Fund
Fiduciary/Claymore MLP Opportunity Fund
Fiduciary/Claymore Dynamic Equity Fund
MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN1.0-00 (1/02)
19
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
--------------------------------------------------------------------------------
INSURED BOND NUMBER
DREMAN/CLAYMORE DIVIDEND & INCOME FUND 05716209B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 31, 2009 MARCH 31, 2009 TO MARCH 31, 2010 /S/ MATTHEW LINK
================================================================================
Most property and casualty insurers, including ICI Mutual Insurance Company, a
Risk Retention Group ("ICI Mutual"), are subject to the requirements of the
Terrorism Risk Insurance Act of 2002, as amended (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%).
RN53.0-01 (1/09)
20
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
--------------------------------------------------------------------------------
INSURED BOND NUMBER
DREMAN/CLAYMORE DIVIDEND & INCOME FUND 05716209B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
MARCH 31, 2009 MARCH 31, 2009 TO MARCH 31, 2010 /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
21
(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;
22
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.
It is further understood and agreed that notwithstanding Section 9,
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 under
this Insuring Agreement shall be an aggregate of $4,950,000 for the Bond Period,
irrespective of the total amount of any such loss or losses.
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.
RN19.0-04 (12/03)
23
JOINT INSUREDS AGREEMENT
THIS AGREEMENT is made effective as of the 20th day of April, 2009, by and
between DREMAN/CLAYMORE DIVIDEND & INCOME FUND, a Delaware statutory trust
("DCS"), OLD MUTUAL/CLAYMORE LONG-SHORT, a Massachusetts business trust ("OLA"),
CLAYMORE/GUGGENHEIM STRATEGIC OPPORTUNITIES FUND, a Delaware statutory trust
("GOF"), TS&W/CLAYMORE TAX-ADVANTAGED BALANCED FUND, a Delaware statutory trust
("TYW"), MADISON/CLAYMORE COVERED CALL & EQUITY STRATEGY FUND, a Delaware
statutory trust ("MCN"), MBIA CAPITAL/CLAYMORE MANAGED DURATION INVESTMENT GRADE
MUNICIPAL FUND, a Delaware statutory trust ("MZF"), FIDUCIARY/CLAYMORE MLP
OPPORTUNITY FUND, a Delaware statutory trust ("FMO") and FIDUCIARY/CLAYMORE
DYNAMIC EQUITY FUND, a Delaware statutory trust ("HCE") (DCS, OLA, GOF, TYW,
MCN, MZF, FMO and HCE are collectively referred to herein as the "Trusts" or
singularly as a "Trust").
The Trusts have been named as insureds under a joint Investment Company
Blanket Bond issued by ICI Mutual Insurance Company (the "Bond") with a limit of
liability that may be changed from time to time ("Bond Amount"). The Trusts
desire to enter into this Agreement in accordance with the requirements of Rule
17g-1(f) to assure that the premium for the Bond and any proceeds received under
the Bond are allocated in an equitable and proportionate manner.
The Trusts, therefore, agree that:
1. Allocation of Premium. The portion of the premium paid by each Trust
shall be allocated among the Trusts based upon the minimum amount of
coverage required under Rule 17g-1 under the Investment Company Act of
1940, as amended, based on their respective assets under management as
of the date of the Allocation Event. The current allocations are set
forth in Exhibit A. From time to time adjustments may be made to the
portion of the premiums theretofore paid by a Trust, based on a
subsequent change or changes in the net assets of one or more Trusts
or the addition or withdrawal of a Trust from the Bond.
2. Allocation Event. The allocation of the Bond premium shall be
determined as of the initial date of each Bond period, as of each date
when a Trust is added to this Agreement or when this Agreement is
terminated as to a Trust and when the premium amount increases because
of an increase in the Bond Amount during the Bond period. When a Trust
is added to the Bond, the existing Trusts shall receive a
reimbursement for the decreased amount of premium to be paid for the
Bond period as a result of the addition of the Trust unless Claymore
Advisors, LLC, the administrator for each Trust ("Administrator"),
determines that the cost of refunding the excess premium would meet or
exceed the amount of premium to be refunded. When Trusts are
subtracted, there shall be no change in amounts owed by the Trusts.
3. Allocation of Coverage. In the event any recovery is received under
the Bond as a result of a loss sustained by any Trust and by the other
named insureds, each Trust shall receive an equitable and
proportionate share of the recovery but in no
event less than the amount it would have received had it provided and
maintained a single insured bond with the minimum coverage required by
paragraph (d)(1) of Rule 17g-1. The remaining amount of any recovery,
if any, shall then be applied to the claims of the Trusts based on the
premiums paid by the respective Trusts.
4. Agent. The Administrator is hereby appointed as the agent for the
Trusts for the purpose of making, adjusting, receiving and enforcing
payment of all claims under the Bond and otherwise dealing with ICI
Mutual Insurance Company with respect to the Bond. Any expenses
incurred by the Administrator in its capacity as agent in connection
with a claim shall be shared by the Trusts in proportion to the Bond
proceeds received by the Trusts for the loss. All other expenses
incurred by the Administrator in its capacity as agent shall be shared
by the Trusts in the same portion as their premium allocation.
5. Modification and Termination. This Agreement, including Exhibit A, may
be modified or amended from time to time by mutual written agreement
among the Trusts. Additional registered investment companies for which
the Administrator serves as the administrator may be made a party to
this Agreement and upon the approval of the Board of Trustees of each
party to the Agreement, will be added to the Agreement by the
execution of a revised Exhibit A. The addition of a party shall
trigger an Allocation Event. This Agreement may be terminated with
respect to any one Trust by not less than 75 days' written notice to
the other Trusts. It shall terminate as to any party as of the date
that such party ceases to be an insured under the Bond; provided that
such termination shall not affect such party's rights and obligations
hereunder with respect to any claims on behalf of such party which are
paid under the Bond by ICI Mutual Insurance Company after the date
such party ceases to be an insured under the Bond. The Agreement shall
continue as to the remaining parties, but shall trigger an Allocation
Event.
6. Further Assurances. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
2
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date and year first above written.
DREMAN/CLAYMORE DIVIDEND &
INCOME FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
OLD MUTUAL/CLAYMORE LONG-SHORT
FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
MADISON/CLAYMORE COVERED
CALL & EQUITY STRATEGY FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
FIDUCIARY/CLAYMORE MLP
OPPORTUNITY FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
3
FIDUCIARY/CLAYMORE DYNAMIC
EQUITY FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
TS&W/CLAYMORE TAX-ADVANTAGED
BALANCED FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
MBIA CAPITAL/CLAYMORE
MANAGED DURATION INVESTMENT
GRADE MUNICIPAL FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
CLAYMORE/GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND
By: /s/ Steven M. Hill
-----------------------------
Steven M. Hill
Chief Financial Officer, Chief
Accounting Officer and Treasurer
Dated: May 22, 2009
4
EXHIBIT A
---------
JOINT INSUREDS AGREEMENT
A. Bond Period: March 31, 2009 through March 31, 2010.
B. Bond Amount: $4,950,000
C. ALLOCATION OF ANNUAL PREMIUM ($20,400) TRUST:
---------------------------------------------
Dreman/Claymore Dividend & Income Fund $2,751
Fiduciary/Claymore MLP Opportunity Fund $3,438
Claymore/Guggenheim Strategic Opportunities Fund $2,407
Fiduciary/Claymore Dynamic Equity Fund $1,144
Madison/Claymore Covered Call & Equity Strategy Fund $2,407
MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund $2,751
Old Mutual/Claymore Long-Short Fund $2,751
TS&W/Claymore Tax-Advantaged Balanced Fund $2,751
A-1
6
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that he is the duly elected Secretary of the
Fiduciary/Claymore MLP Opportunity Fund and Fiduciary/Claymore Dynamic Equity
Fund (the "Trusts") and that the resolutions set forth below approving the
fidelity bond for the Trusts were adopted by the Boards of Trustees of the
Trusts on April 20, 2009, and such resolutions have not been amended, modified
or rescinded and remain in full force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,950,000,
and an annual premium of $20,400, providing coverage for the Trusts,
Dreman/Claymore Dividend & Income Fund, TS&W/Claymore Tax-Advantaged
Balanced Fund, Old Mutual/Claymore Long-Short Fund, Madison/Claymore
Covered Call & Equity Strategy Fund, MBIA Capital/Claymore Managed
Duration Investment Grade Municipal Fund and Claymore/Guggenheim
Strategic Opportunities Fund for the period from March 31, 2009 to
March 31, 2010 be, and it hereby is, adopted and approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trusts is hereby designated as the officer of the
Trusts who is authorized and directed to make the filings with the SEC
and give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trusts be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
22nd day of May, 2009.
/s/ Mark E. Mathiasen
----------------------
Mark E. Mathiasen
Secretary
CHIEF LEGAL OFFICER'S CERTIFICATE
---------------------------------
The undersigned certifies that he is the duly elected Chief Legal
Officer of the Dreman/Claymore Dividend & Income Fund (the "Trust") and that the
resolutions set forth below approving the fidelity bond for the Trust were
adopted by the Board of Trustees of the Trust on May 22, 2009, and such
resolutions have not been amended, modified or rescinded and remain in full
force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,950,000,
and an annual premium of $20,400, providing coverage for the Trust,
Fiduciary/Claymore MLP Opportunity Fund, Fiduciary/Claymore Dynamic
Equity Fund, TS&W/Claymore Tax-Advantaged Balanced Fund, Old
Mutual/Claymore Long-Short Fund, Madison/Claymore Covered Call & Equity
Strategy Fund, MBIA Capital/Claymore Managed Duration Investment Grade
Municipal Fund and Claymore/Guggenheim Strategic Opportunities Fund for
the period from March 31, 2009 to March 31, 2010 be, and it hereby is,
adopted and approved; and further
RESOLVED, that the Joint Fidelity Bond premium shall be allocated to
the covered funds in accordance with the terms of the Joint Insureds
Agreement based upon the minimum amount of coverage required for each
covered fund by Rule 17g-1 under the 1940 Act ("Rule 17g-1") based on
its respective assets under management; and further
RESOLVED, that in accordance with Rule 17g-1, the Chief Legal Officer
of the Trust is hereby designated as the officer of the Trust who is
authorized and directed to make the filings with the SEC and give the
notices required by Rule 17g-1; and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
26th day of May, 2009.
/s/ Kevin M. Robinson
-------------------------
Kevin M. Robinson
Chief Legal Officer
2
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that he is the duly elected Secretary of the
TS&W/Claymore Tax-Advantaged Balanced Fund and Old Mutual/Claymore Long-Short
Fund (the "Trusts") and that the resolutions set forth below approving the
fidelity bond for the Trusts were adopted by the Boards of Trustees of the
Trusts on May 22, 2009, and such resolutions have not been amended, modified
or rescinded and remain in full force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,950,000,
and an annual premium of $20,400, providing coverage for the Trusts,
Dreman/Claymore Dividend & Income Fund, Fiduciary/Claymore MLP
Opportunity Fund, Fiduciary/Claymore Dynamic Equity Fund,
Madison/Claymore Covered Call & Equity Strategy Fund, MBIA
Capital/Claymore Managed Duration Investment Grade Municipal Fund and
Claymore/Guggenheim Strategic Opportunities Fund for the period from
March 31, 2009 to March 31, 2010 be, and it hereby is, adopted and
approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trusts is hereby designated as the officer of the
Trusts who is authorized and directed to make the filings with the SEC
and give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trusts be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
26th of May, 2009.
/s/ Mark E. Mathiasen
----------------------
Mark E. Mathiasen
Secretary
3
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that he is the duly elected Secretary of the
Madison/Claymore Covered Call & Equity Strategy Fund (the "Trust") and that the
resolutions set forth below approving the fidelity bond for the Trust were
adopted by the Board of Trustees of the Trust on May 22, 2009, and such
resolutions have not been amended, modified or rescinded and remain in full
force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,950,000,
and an annual premium of $20,400, providing coverage for the Trust,
Fiduciary/Claymore MLP Opportunity Fund, Fiduciary/Claymore Dynamic
Equity Fund, Dreman/Claymore Dividend & Income Fund, TS&W/Claymore
Tax-Advantaged Balanced Fund, Old Mutual/Claymore Long-Short Fund, MBIA
Capital/Claymore Managed Duration Investment Grade Municipal Fund and
Claymore/Guggenheim Strategic Opportunities Fund for the period from
March 31, 2009 to March 31, 2010 be, and it hereby is, adopted and
approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trust is hereby designated as the officer of the Trust
who is authorized and directed to make the filings with the SEC and
give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
26th day of May, 2009.
/s/ Mark E. Mathiasen
----------------------
Mark E. Mathiasen
Secretary
4
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that she is the duly elected Secretary of the
MBIA Capital/Claymore Managed Duration Investment Grade Municipal Fund (the
"Trust") and that the resolutions set forth below approving the fidelity bond
for the Trust were adopted by the Board of Trustees of the Trust on April 20,
2009, and such resolutions have not been amended, modified or rescinded and
remain in full force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,950,000,
and an annual premium of $20,400, providing coverage for the Trust,
Dreman/Claymore Dividend & Income Fund, TS&W/Claymore Tax-Advantaged
Balanced Fund, Old Mutual/Claymore Long-Short Fund, Madison/Claymore
Covered Call & Equity Strategy Fund, Fiduciary/Claymore MLP Opportunity
Fund, Fiduciary/Claymore Dynamic Equity Fund and Claymore/Guggenheim
Strategic Opportunities Fund for the period from March 31, 2009 to
March 31, 2010 be, and it hereby is, adopted and approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trust is hereby designated as the officer of the Trust
who is authorized and directed to make the filings with the SEC and
give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
22nd day of May, 2009.
/s/ Melissa J. Nguyen
----------------------
Melissa J. Nguyen
Secretary
5
SECRETARY'S CERTIFICATE
-----------------------
The undersigned certifies that he is the duly elected Secretary of the
Claymore/Guggenheim Strategic Opportunities Fund (the "Trust") and that the
resolutions set forth below approving the fidelity bond for the Trust was
adopted by the Board of Trustees of the Trust on May 4, 2009, and such
resolutions have not been amended, modified or rescinded and remain in full
force and effect as of the date hereof.
RESOLVED, that the joint fidelity bond with ICI Mutual Insurance
Company (the "Joint Fidelity Bond"), with a policy limit of $4,950,000,
and an annual premium of $20,400, providing coverage for the Trust,
Dreman/Claymore Dividend & Income Fund, TS&W/Claymore Tax-Advantaged
Balanced Fund, Old Mutual/Claymore Long-Short Fund, Madison/Claymore
Covered Call & Equity Strategy Fund, MBIA Capital/Claymore Managed
Duration Investment Grade Municipal Fund, Fiduciary/Claymore MLP
Opportunity Fund and Fiduciary/Claymore Dynamic Equity Fund for the
period from March 31, 2009 to March 31, 2010 be, and it hereby is,
adopted and approved; and further
RESOLVED, that Joint Fidelity Bond premium shall be ratably allocated
to the covered funds based upon the minimum amount of coverage required
for each covered fund by Rule 17g-1 under the 1940 Act; and further
RESOLVED, that in accordance with Rule 17g-1(h) under the 1940 Act, the
Secretary of the Trust is hereby designated as the officer of the
Trust who is authorized and directed to make the filings with the SEC
and give the notices required by Rule 17g-1(g); and further
RESOLVED, that the proper officers of the Trust be, and they hereby
are, authorized and directed at all times to take all actions necessary
to assure compliance with these resolutions and said Rule 17g-1.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
22nd day of May, 2009.
/s/ Mark E. Mathiasen
----------------------
Mark E. Mathiasen
Secretary
6