March 24, 2017
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: Harris & Harris Group, Inc.
File Number 814-000176
Dear Sir or Madam:
Filed herewith is the fidelity bond for Harris & Harris Group, Inc. as required by Rule
17g-1 under the Investment Company Act of 1940 (the “1940 Act”) for the periods
covering March 4, 2017 through March 4, 2018. Enclosed is a copy of the executed bond
endorsements and the resolutions approved by a majority of the board of directors of the
company who are not “interested persons” as defined by Section 2(a)(19) of the 1940
Act. The premiums of the bond ($16,250) have been paid for the entire period covered
by the bond. Please contact the undersigned at 212-582-0900, ext. 14 with any questions.
Sincerely,
/s/ Daniel B. Wolfe
Daniel B. Wolfe
Chief Compliance Officer
DBW/jm
Enclosures
ALL-23445b (07/13) Page 1 of 1
Policyholder Notice
Commercial Lines Deregulation
New York
NOTICE: THESE POLICY FORMS AND THE APPLICABLE RATES ARE EXEMP
FROM THE FILING REQUIREMENTS OF THE NEW YORK INSURANCE LAW AND
REGULATIONS. HOWEVER, THE FORMS AND RATES MUST MEET THE
MINIMUM STANDARDS OF THE NEW YORK INSURANCE LAW AND
REGULATIONS.
CLASS CODE 2-14076
MPDC002 (4-99) Page 1 of 2
ACE American Insurance Company
Management Protection
Insurance Policy
This Policy is issued by the stock insurance company listed above (herein “Insurer”).
THIS POLICY IS A CLAIMS MADE POLICY. EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS POLICY COVERS
ONLY CLAIMS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD. PLEASE READ THIS
POLICY CAREFULLY.
DEFENSE AND CLAIMS EXPENSES ARE WITHIN THE LIMITS OF LIABILITY OF THIS POLICY.
DECLARATIONS
Policy No. DON G24581378 008
Item 1. Company: Harris & Harris Group, Inc.
Principal Address: 1450 Broadway, 24th Floor
New York, NY 10018
Item 2. A. Policy Period: From 12:01 A.M. 03/04/2017 To 12:01 A.M. 03/04/2018
(Local time at the address shown in Item 1)
B. Limit Period: 1. Same as Policy period Yes No
2. One Year within Policy Period Yes No
Item 3. Limit of Liability:
A. Single Aggregate Limit of Liability for all
Coverage Parts, combined
Granted Amount
Yes No $6,000,000
B. Separate Limits of Liability Yes No $6,000,000
Coverage Part(s) Limit of Liability
Financial Institution Bond $6,000,000
Item 4. Coverage Parts Purchased
Financial Institution Bond $6,000,000
Item 5. Policy Premium: $16,250
Annual Premium: $16,250
Discovery Period:
A. Additional Premium: 0% of Annual Premium
B. Additional Period: 0 months
Item 6. Notice to Insurer:
A. Notice of Claim, Wrongful Act or Loss:
CHUBB
P.O. Box 5105
Scranton, PA 18505-0518
Fax: 877-746-4641
Email address for submitting Claims,
ACEClaimsFirstNotice@acegroup.com
Email address for all other correspondence,
ApolloProRskACEIncoming@acegroup.com
B. All other notices:
ACE USA
Attn: Chief Underwriting Officer
1133 Avenue of the Americas, 32ND Floor
New York, NY 10036
Item 7. Endorsements to the General Conditions and Limitations Effective at Inception:
CC-24180c (03/14) – Signatures
MPLA001aNY (01/09) – New York Amendatory
MPLL001NY (10/91) – New York Changes-Transfer of Duties
MPNR001NY (04/98) – New York NonRenewal Amendatory
MP-4Z66 (05/00) – New York Amendatory (Regulation 121 – Claims Made)
MPP/ICBB (04/10) – SEC Cancellation
MPP/ICBB (04/10) – Amend Deductible
MS-5577 (03/17) -Social Engineering
PF-46422 (07/15) – Trade or Economic Sanctions Endorsement
PF-17914a (04/16) – U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Advisory
Notice to Policyholders
ALL-20887a (03/16) – ACE Producer Compensation Practices & Policies
Date:
Authorized Representative
MPDC002 (4-99) Page 2 of 2
03/03/2017
MPGT 001 (04/99) Page 1 of 9
ACE American Insurance Company
Management Protection
Insurance Policy
In consideration of the payment of the premium and in reliance on all statements made and information furnished by
the Company to the Insurer in the Application, which is hereby made a part hereof, and subject to the foregoing
Declarations and to all other terms of this Policy, the Company, the Insureds, and the Insurer agree as follows:
GENERAL CONDITIONS AND LIMITATIONS
1. TERMS AND CONDITIONS
Except for the General Conditions and Limitations or unless stated to the contrary in any Coverage Part, the
terms and conditions of each Coverage Part of this Policy apply only to that Coverage Part and shall not apply
to any other Coverage Part of this Policy. Any term referenced in the General Conditions and Limitations
which is defined in a Coverage Part shall, for purposes of coverage under that Coverage Part, have the
meaning set forth in that Coverage Part. If any provision in the General Conditions and Limitations is
inconsistent or in conflict with the terms and conditions of any Coverage Part, the terms and conditions of such
Coverage Part shall control for purposes of that Coverage Part.
2. DEFINITIONS
When used in this Policy:
A. Annual Premium means the original annualized premium and the fully annualized amount of any
additional premiums charged by the Insurer for or during the Policy Period.
B. Application means all signed applications, including attachments and materials submitted therewith,
for this Policy or for any policy issued by the Insurer of which this Policy is a direct or indirect renewal
or replacement. All such applications, attachments and materials are deemed attached to and
incorporated into this Policy.
C. Company means, collectively, the Parent Company and the Subsidiaries, including any such
organization as a debtor in possession under United States bankruptcy law or an equivalent status
under the law of any other country.
D. Defense Costs means reasonable costs, charges, fees (including but not limited to attorneys’ fees
and experts’ fees) and expenses (other than regular or overtime wages, salaries or fees of the
directors, officers or employees of the Company) incurred by the Insureds in defending or investigating
Claims and the premium for appeal, attachment or similar bonds.
E. Discovery Period means the period for the extension of coverage, if exercised, described in
Subsection 4 or 10(b) of these General Conditions and Limitations.
F. ERISA means the Employee Retirement Income Security Act of 1974, as amended, any similar state
or local common or statutory law and any rules and regulations promulgated thereunder.
Executive Officers, either in the singular or plural, means with respect to any Company its
chairperson, president, chief executive officer, chief financial officer, in-house general counsel and,
solely with respect to the Employment Practices Coverage Part if granted, the director of human
resources or equivalent position.
MPGT 001 (04/99) Page 2 of 9
Financial Impairment means the status of the Company resulting from (1) the appointment by any
state or federal official, agency or court of any receiver, conservator, liquidator, trustee, rehabilitator or
similar official to take control of, supervise, manage or liquidate the Company, or (2) the Company
becoming a debtor in possession.
I. Insureds means, with respect to any Coverage Part, all organizations, plans and natural persons
defined as Insureds thereunder.
J. Interrelated Wrongful Acts means all Wrongful Acts that have as a common nexus any fact,
circumstance, situation, event, transaction, cause or series of related facts, circumstances, situations,
events, transactions or causes.
K. Liability Coverage Part(s) means any Coverage Part of this Policy other than any Commercial Crime
or Bond Coverage Part, if purchased.
L. Limit Period means the period described in Item 2(B) of the Declarations, subject to prior termination
in accordance with Subsection 12 of these General Conditions and Limitations.
M. Parent Company means the organization first named in Item 1 of the Declarations.
N. Policy means, collectively, the Declarations, the Application, this policy form (including all attached
Coverage Parts) and any endorsements hereto.
O. Policy Period means the period of time specified in Item 2(A) of the Declarations, subject to prior
termination in accordance with Subsection 12 of these General Conditions and Limitations.
P. Pollutants means any substance located anywhere in the world exhibiting any hazardous
characteristics as defined by, or identified on a list of hazardous substances issued by the United
States Environmental Protection Agency or any federal, state, county, municipality or locality
counterpart thereof. Such substances shall include, without limitation, solids, liquids, gaseous or
thermal irritants, contaminants or smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste
materials. Pollutants shall also mean any other air emission, odor, waste water, oil or oil products,
infectious or medical waste, asbestos or asbestos products, noise, and electric or magnetic or
electromagnetic field.
Q. Subsidiary, either in the singular or plural, means:
1. any company in which more than 50% of the outstanding voting securities representing the
present right to vote for election of directors is owned, directly or indirectly, in any combination,
by one or more Companies, and
I. any foundation, charitable trust or political action committee controlled by one or more
Companies.
3. ESTATES, LEGAL REPRESENTATIVES AND SPOUSES
The estates, heirs, legal representatives, assigns and spouses of Insured Persons shall be considered an
Insured under any Liability Coverage Part; but coverage is afforded to such estates, heirs, legal
representatives, assigns and spouses only for a Claim arising solely out of their status as such and, in the
case of a spouse, where such Claim seeks damages from marital community property, jointly held property or
property transferred from the Insured Person to the spouse. No coverage is provided for any Wrongful Act of
an estate, heir, legal representative, assign or spouse. All terms and conditions of this Policy, including
without limitation the Retention, applicable to Loss incurred by the Insured Person shall also apply to loss
incurred by such estates, heirs, legal representatives, assigns and spouses.
MPGT 001 (04/99) Page 3 of 9
4. DISCOVERY PERIOD
If the Insurer or the Insureds do not renew any Liability Coverage Part or if the Parent Company terminates
any Liability Coverage Part, the Insureds shall have the right, upon payment of the additional premium
described below, to an extension of the coverage granted by such Liability Coverage Part for the Discovery
Period set forth in Item 5(B) of the Declarations following the effective date of such nonrenewal or termination,
but only with respect to a covered Wrongful Act taking place prior to the effective date of such nonrenewal or
termination. This right of extension shall lapse unless written notice of such election, together with payment of
the additional premium due, is given by the Insureds to the Insurer within thirty (30) days following the effective
date of termination or nonrenewal.
The premium due for such Discovery Period with respect to any Liability Coverage Part shall equal that
percent set forth in Item 5(A) of the Declarations of the Annual Premium for such Liability Coverage Part. The
entire premium for such Discovery Period shall be deemed fully earned and non-refundable upon payment.
The Insureds shall not be entitled to elect the Discovery Period under this Subsection 4 with respect to any
Liability Coverage Part if a Discovery Period for such Liability Coverage Part is elected pursuant to Subsection
10(b) of these General Conditions and Limitations.
5. LIMIT OF LIABILITY AND RETENTION
For the purposes of this Policy, all Claims arising out of the same Wrongful Act and all Interrelated Wrongful
Acts of the Insureds shall be deemed one Claim, and such Claim shall be deemed to be first made on the date
the earliest of such Claims is first made against them, regardless of whether such date is before or during the
Policy Period. All Loss resulting from a single Claim shall be deemed a single Loss.
If a single aggregate Limit of Liability for all Coverage Parts is granted as provided in Item 3(A) of the
Declarations, the amount stated in Item 3(A) of the Declarations shall be the maximum aggregate liability of
the Insurer under all Coverage Parts, combined, for each Limit Period, regardless of the number of Claims or
losses or the time of payment by the Insurer.
If separate Limits of Liability are granted as provided in Item 3(B) of the Declarations:
A. the maximum aggregate liability of the Insurer under each Liability Coverage Part for all covered Loss
resulting from all Claims first made during each Limit Period shall be the respective Limit(s) of Liability
for such Coverage Part as set forth in Item 3(B) of the Declarations, regardless of the time of payment
by the Insurer; and
B. the maximum aggregate liability of the Insurer for all Loss during the Limit Period under all Insuring
Clauses of the Commercial Crime or Bond Coverage Part shall be the aggregate Limit of Liability for
such Coverage Part as set forth in the Declarations for such Coverage Part, regardless of the time of
payment by the Insurer, provided:
i. the maximum liability of the Insurer for each Single Loss under any Insuring Clause of such
Coverage Part shall be the respective Limit of Liability for such Insuring Clause as set forth in
the Declarations for such Coverage Part; and
ii. if more than one Insuring Clause applies to a Single Loss, the maximum liability of the Insurer
under all such Insuring Clauses, combined, with respect to such Single Loss shall be the
largest of such applicable Limits of Liability.
The Limits of Liability described in subparagraphs (i) and (ii) above are sublimits which further limit and
do not increase the Insurer’s maximum liability under such Coverage Part.
MPGT 001 (04/99) Page 4 of 9
The Limit of Liability for the Discovery Period, if exercised, shall be part of and not in addition to the Limit of
Liability for the Limit Period. The purchase of the Discovery Period shall not increase or reinstate the
applicable Limit of Liability, which shall be the maximum liability of the Insurer for such Limit Period and
Discovery Period, combined.
Defense Costs shall be part of and not in addition to the applicable Limits of Liability set forth in the
Declarations, and Defense Costs shall reduce such Limit of Liability. If the Limit of Liability with respect to the
entire Policy or any Coverage Part is exhausted by payment of Loss, the Insurer’s obligations under the entire
Policy or such Coverage Part, respectively, shall be completely fulfilled and extinguished. The Insurer is
entitled to pay Loss as it becomes due and payable by the Insureds, without consideration of other future
payment obligations.
Except as otherwise provided in this Subsection 5, the Insurer’s liability with respect to Loss arising from each
Claim covered under one or more Liability Coverage Parts, and each Single Loss covered under the
Commercial Crime or Bond Coverage Part, if purchased, shall apply only to that part of Loss which is excess
of the applicable Retention Amount set forth in the Declarations for such Coverage Part(s), and such Retention
Amount shall be borne by the Insureds uninsured and at their own risk. If different parts of a single Claim or
Single Loss are subject to different Retentions, the applicable Retentions will be applied separately to each
part of such Loss, but the sum of such Retentions shall not exceed the largest applicable Retention.
Any Retention for Indemnified Loss under a Liability Coverage Part shall apply only to (i) Loss which is
incurred by Insured Persons and is indemnified by the Company, and (ii) Loss which is incurred by all other
Insureds. No Retention shall apply to Loss which is incurred by Insured Persons and is not indemnified by the
Company.
If the Company is permitted or required by common or statutory law to ultimately indemnify the Insured
Persons for any Loss, or to advance Defense Costs on their behalf, under any Liability Coverage Part and
does not in fact do so other than for reasons of Financial Impairment, then the Company shall reimburse and
hold harmless the Insurer for the Insurer’s payment or advancement of such Loss up to the amount of the
Retention for Indemnified Loss under the applicable Liability Coverage Part.
6. NOTICE
The Insureds shall, as a condition precedent to their rights under any Liability Coverage Part, give to the
Insurer written notice of any Claim made against the Insureds as soon as practicable after any Executive
Officer or the Company’s risk manager first learns of such Claim, but in no event later than ninety (90) days
after expiration of the Policy Period or, if exercised, during the Discovery Period.
The Insureds shall, as a condition precedent to their rights under the Commercial Crime or Bond Coverage
Part, give to the Insurer written notice of any Loss within 90 days after such Loss is first discovered by any
Executive Officer or the Company’s risk manager.
If during the Policy Period or the Discovery Period, if exercised, the Insureds first become aware of a specific
Wrongful Act which may reasonably give rise to a future Claim covered under a Liability Coverage Part and
during such Policy Period or Discovery Period give written notice to the Insurer of:
a. the names of the potential claimants and a description of the specific Wrongful Act which forms the
basis of their potential claim,
b. the identity of the specific Insureds allegedly responsible for such specific Wrongful Act,
c. the consequences which have resulted or may result from such specific Wrongful Act,
d. the nature of the potential monetary damages or non-monetary relief which may be sought in
consequence of such specific Wrongful Act, and
MPGT 001 (04/99) Page 5 of 9
e. the circumstances by which the Insureds first became aware of such specific Wrongful Act,
then any Claim which arises out of such Wrongful Act shall be deemed to have been first made during
the Limit Period or Discovery Period, if exercised, in which such written notice was received by the
Insurer. No coverage is provided for fees and expenses incurred prior to the time such notice results
in a Claim.
All notices under any provision of this Policy shall be in writing and given by prepaid express courier, certified
mail or fax properly addressed to the appropriate party. Notice to the Insureds may be given to the Parent
Company at the address as shown in Item 1 of the Declarations. Notice to the Insurer of any Claim, Wrongful
Act or Loss shall be given to the Insurer at the address set forth in Item 6(A) of the Declarations. All other
notices to the Insurer under this Policy shall be given to the Insurer at the address set forth in Item 6(B) of the
Declarations. Notice given as described above shall be deemed to be received and effective upon actual
receipt thereof by the addressee or one day following the date such notice is sent, whichever is earlier.
Any notice to the Insurer of any Claim, Wrongful Act or Loss shall designate the Coverage Part(s) under which
the notice is being given and shall be treated as notice under only the Coverage Part(s) so designated.
7. DEFENSE AND SETTLEMENT
Subject to this Subsection 7, it shall be the duty of the Insureds and not the duty of the Insurer to defend any
Claim.
The Insureds agree not to settle or offer to settle any Claim, incur any Defense Costs or otherwise assume any
contractual obligation or admit any liability with respect to any Claim without the Insurer’s written consent. The
Insurer shall not be liable for any settlement, Defense Costs, assumed obligation or admission to which it has
not consented. The Insureds shall promptly send to the Insurer all settlement demands or offers received by
the Insureds from the claimant(s). However, if the Insureds are able to settle all Claims which are subject to a
single Retention for an aggregate amount, including Defense Costs, not exceeding such Retention., the
Insurer’s consent shall not be required for the settlement of such Claims.
With respect to any Claim submitted for coverage under this Policy, the Insurer shall have the right and shall
be given the opportunity to effectively associate with, and shall be consulted in advance by, the Insureds
regarding (1) the selection of appropriate defense counsel, (2) substantive defense strategies, including
without limitation decisions regarding the filing and content of substantive motions, and (3) settlement
negotiations.
The Insureds agree to provide the Insurer with all information, assistance and cooperation which the Insurer
reasonably requests and agree that in the event of a Claim or Loss the Insureds will do nothing that shall
prejudice the Insurer’s position or its potential or actual rights of recovery. The Insurer may make any
investigation it deems necessary.
Subject to Subsection 8 of these General Conditions and Limitations, the Insurer shall advance on behalf of
the Insureds covered Defense Costs which the Insureds have incurred in connection with Claims made
against them, prior to disposition of such Claims, provided that to the extent it is finally established that any
such Defense Costs are not covered under this Policy, the Insureds, severally according to their interests,
agree to repay the Insurer such Defense Costs.
The Insurer and the Insureds shall not unreasonably withhold any consent referenced in this Subsection 7.
8. ALLOCATION
If in any Claim under a Liability Coverage Part the Insureds who are afforded coverage for such Claim incur
Loss jointly with others (including Insureds) who are not afforded coverage for such Claim, or incur an amount
consisting of both Loss covered by this Policy and loss not covered by this Policy because such Claim
includes both covered and uncovered matters, then the Insureds and the Insurer shall allocate such amount
between covered Loss and uncovered loss based upon the relative legal exposures of the parties to covered
and uncovered matters.
If there can be an agreement on an allocation of Defense Costs, the Insurer shall advance on a current basis
Defense Costs allocated to covered Loss. If there can be no agreement on an allocation of Defense Costs,
the Insurer shall advance on a current basis Defense Costs which the Insurer believes to be covered under
MPGT 001 (04/99) Page 6 of 9
this Policy until a different allocation is negotiated, arbitrated or judicially determined. Any advancement of
Defense Costs shall be subject to, and conditioned upon receipt by the Insurer of, a written undertaking by the
Insureds that such advanced amounts shall be repaid to the Insurer by the Insureds severally according to
their respective interests if and to the extent the Insureds shall not be entitled under the terms and conditions
of this Policy to coverage for such Defense Costs.
Any negotiated, arbitrated or judicially determined allocation of Defense Costs on account of a Claim shall be
applied retroactively to all Defense Costs on account of such Claim, notwithstanding any prior advancement to
the contrary. Any allocation or advancement of Defense Costs on account of a Claim shall not apply to or
create any presumption with respect to the allocation of other Loss on account of such Claim or any other
Claim.
9. OTHER INSURANCE
If any Loss under this Policy is insured under any other valid and collectible policy(ies), prior or current, then
this Policy shall cover such Loss, subject to its limitations, conditions, provisions and other terms, only to the
extent that the amount of such Loss is in excess of the amount of such other insurance whether such other
insurance is stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is
written only as specific excess insurance over the Limits of Liability provided in this Policy.
10. TRANSACTIONS CHANGING COVERAGE
a. Acquisition or Creation of Another Organization or Plan
If, during the Policy Period, the Company:
i. acquires voting securities in another organization or creates another organization, which as a
result of such acquisition or creation becomes a Subsidiary;
ii. acquires any organization by merger into or consolidation with the Company; or
iii. with respect to the Fiduciary Liability Coverage Part if purchased, creates a Plan,
then, subject to all terms and conditions of this Policy, such organization, Plan and its Insureds shall
be covered under this Policy but only with respect to covered Wrongful Acts (under a Liability
Coverage Part) taking place or covered Loss (under the Commercial Crime or Bond Coverage Part, if
purchased) sustained after such acquisition or creation unless the Insurer agrees to provide coverage
by endorsement for Wrongful Acts taking place or Loss sustained prior to such acquisition or creation.
If the total assets of such acquired organization as reflected in the organization’s then most recent
consolidated financial statements exceeds twenty-five percent (25%) of the total assets of the Parent
Company as reflected in the Parent Company’s then most recent consolidated financial statements,
the Parent Company, as a condition precedent to coverage with respect to such Insureds, shall give
written notice of such acquisition or creation to the Insurer as soon as practicable and shall pay any
reasonable additional premium required by the Insurer.
b. Acquisition of Parent Company
If, during the Policy Period, any of the following events occurs:
i. the acquisition of the Parent Company, or of all or substantially all of its assets, by another
entity, or the merger or consolidation of the Parent Company into or with another entity such
that the Parent Company is not the surviving entity; or
ii. the obtaining by any person, entity or affiliated group of persons or entities of the right to elect,
appoint or designate at least fifty percent (50%) of the directors of the Parent Company;
then coverage under this Policy will continue in full force and effect until termination of this Policy, but
only with respect to Claims for covered Wrongful Acts (under a Liability Coverage Part) taking place or
covered Loss (under the Commercial Crime or Bond Coverage Part, if purchased) sustained before
MPGT 001 (04/99) Page 7 of 9
such event. Coverage under this Policy will cease as of the effective date of such event with respect
to Claims for Wrongful Acts (under a Liability Coverage Part) taking place and Loss (under the
Commercial Crime or Bond Coverage Part, if purchased) sustained after such event.
If such event occurs, the Insureds shall have the right, upon payment of the additional premium
described below, to an extension of the coverage described in the preceding paragraph for either a 1
year, 3 year, or 6 year Discovery Period following the termination of the Policy Period; but the Insurer
may, in its sole discretion and subject to any additional terms, conditions and premiums required by
the Insurer, agree by written endorsement to this Policy to any other Discovery Period requested by
the Insureds. This extension of coverage shall apply to those Coverage Parts with respect to which
the Insureds elect the coverage extension. This right of extension shall lapse unless written notice of
such election, together with payment of the additional premium due, is given by the Insureds to the
Insurer within forty-five (45) days following the effective date of such event.
Upon request from any Insured, the Insurer shall notify such Insured of the additional premium amount
for this extension of coverage.
The Insureds shall not be entitled to elect this extension of coverage if a Discovery Period is elected
pursuant to Subsection 4 of these General Conditions and Limitations.
c. Cessation of Subsidiaries
If before or during the Policy Period an organization ceases to be a Subsidiary, coverage with respect
to such Subsidiary and its Insureds shall continue until termination of this Policy. Such coverage
continuation shall apply only with respect to Claims for covered Wrongful Acts (under a Liability
Coverage Part) taking place and covered Loss (under the Commercial Crime or Bond Coverage Part,
if purchased) sustained prior to the date such organization ceased to be a Subsidiary.
d. Termination of Plan
If before or during the Policy Period a Plan is terminated, coverage with respect to such Plan and its
Insureds under the Fiduciary Liability Coverage Part (if purchased) shall continue until termination of
this Policy. Such coverage continuation shall apply with respect to Claims for Wrongful Acts taking
place prior to or after the date the Plan was terminated.
11. REPRESENTATIONS AND SEVERABILITY
The Insureds represent and acknowledge that the statements contained in the Application and any materials
submitted or required to be submitted therewith (all of which shall be maintained on file by the Insurer and be
deemed attached to and incorporated into this Policy as if physically attached), are true and: (i) are the basis
of
this Policy and are to be considered as incorporated into and constituting a part of this Policy; and (ii) shall be
deemed material to the acceptance of this risk or the hazard assumed by the Insurer under this Policy. This
Policy is issued in reliance upon the truth of such representations.
In the event the Application, including materials submitted or required to be submitted therewith, contains any
misrepresentation or omission:
a. made with the intent to deceive, or
b. which materially affects either the acceptance of the risk or the hazard assumed by the Insurer under
this Policy;
this Policy shall be void ab initio as to (i) any Company and any Plan if any Executive Officer knew the facts
that were not truthfully disclosed in the Applications, and (ii) any Insured Persons who knew the facts that were
not truthfully disclosed in the Application, whether or not such Executive Officer or Insured Person knew the
Application contained such misrepresentation or omission. Such knowledge shall not be imputed to any other
Insured Persons.
MPGT 001 (04/99) Page 8 of 9
12. TERMINATION OF POLICY
This Policy shall terminate at the earliest of the following times:
a. the effective date of termination specified in a prior written notice by the Parent Company to the
Insurer, provided this Policy may not be terminated by the Parent Company (i) after the effective date
of an event described in Subsection 10(b) of these General Conditions and Limitations, or (ii) if the
Policy Period is longer than one (1) year;
b. upon expiration of the Policy Period as set forth in Item 2(A) of the Declarations;
c. twenty (20) days after receipt by the Parent Company of a written notice of termination from the
Insurer for failure to pay a premium when due, unless the premium is paid within such twenty (20)
days period; or
d. at such other time as may be agreed upon by the Insurer and the Parent Company.
The Insurer may not terminate this Policy prior to expiration of the Policy Period, except as provided above for
non-payment of a premium. The Insurer shall refund the unearned premium computed pro rata. Payment or
tender of any unearned premium by the Insurer shall not be a condition precedent to the effectiveness of such
termination, but such payment shall be made as soon as practicable.
13. TERRITORY AND VALUATION
All premiums, limits, retentions, Loss and other amounts under this Policy are expressed and payable in the
currency of the United States of America. If judgment is rendered, settlement is denominated or another
element of Loss under any Liability Coverage Part is stated in a currency other than United States of America
dollars, payment under this Policy shall be made in United States dollars at the rate of exchange as of 12:01
A.M. on the date the final judgment is reached, the amount of the settlement is agreed upon or the other
element of Loss is due, respectively.
Coverage under this Policy shall extend to Wrongful Acts taking place or Claims made or Loss sustained
anywhere in the world.
14. SUBROGATION
In the event of any payment under this Policy, the Insurer shall be subrogated to the extent of such payment to
all the Insureds’ rights of recovery, including without limitation the Insured Persons’ rights to indemnification or
advancement from the Company. The Insureds shall execute all papers required and shall do everything
necessary to secure and preserve such rights, including the execution of such documents necessary to enable
the Insurer effectively to bring suit or otherwise pursue subrogation rights in the name of the Insureds.
15. ACTION AGAINST THE INSURER
No action shall lie against the Insurer unless, as a condition precedent thereto, there shall have been full
compliance with all the terms of this Policy. No person or organization shall have any right under this Policy to
join the Insurer as a party to any action against Insureds to determine the Insured’s liability nor shall the
Insurer be impleaded by the Insureds or their legal representatives. Bankruptcy or insolvency of an Insured or
of the estate of any Insured Person shall not relieve the Insurer of its obligations nor deprive the Insurer of its
rights or defenses under this Policy.
16. AUTHORIZATION CLAUSE
By acceptance of this Policy, the Parent Company agrees to act on behalf of the Insureds with respect to the
giving and receiving of notice of Claim or Loss or termination, the payment of premiums and the receiving of
any return premiums that may become due under this Policy, the agreement to and acceptance of
endorsements, and the giving or receiving of any notice provided for in this Policy (except the giving of notice
to apply for the Discovery Period), and the Insureds agree that the Parent Company shall act on their behalf.
MPGT 001 (04/99) Page 9 of 9
17. ALTERATION, ASSIGNMENT AND HEADINGS
No change in, modification of, or assignment of interest under this Policy shall be effective except when made
by a written endorsement to this Policy which is signed by an authorized representative of the Insurer.
The titles and headings to the various parts, sections, subsections and endorsements of the Policy are
included solely for ease of reference and do not in any way limit, expand or otherwise affect the provisions of
such parts, sections, subsections or endorsements.
18. ARBITRATION
Only if requested by the Insureds, the Insurer shall submit any dispute, controversy or claim arising out of or
relating to this Policy or the breach, termination or invalidity thereof to final and binding arbitration pursuant to
such rules and procedures as the parties may agree. If the parties cannot so agree, the arbitration shall be
administered by the American Arbitration Association in accordance with its then prevailing commercial
arbitration rules. The arbitration panel shall consist of one arbitrator selected by the Insureds, one arbitrator
selected by the Insurer, and a third independent arbitrator selected by the first two arbitrators. In any such
arbitration, each party will bear its own legal fees and expenses.
ACE American Insurance Company
DECLARATIONS
Investment Company Bond
Coverage Part
Policy No. DON G24581378 008
Coverage
Item 1.
Coverages Purchased and
Single Loss Limits Liability
Item 2.
Single Loss Deductibles:
A. Employee Dishonesty – Insured Indemnity $6,000,000 $25,000
B. Employee Dishonesty – Employee Benefit
Plan Indemnity
$6,000,000 $0
C. Property $6,000,000 $25,000
D. Financial Documents $6,000,000 $25,000
E. Defective Signatures $6,000,000 $25,000
F. Servicing Contractors $6,000,000 $25,000
G. Computer Fraud/Fraudulent
Transfer Instructions
$6,000,000 $25,000
H. Claims Expense $100,000 $5,000
I. Stop Payment Order Liability $100,000 $5,000
J. Uncollectible Items of Deposit $100,000 $5,000
K. Unauthorized Signature $100,000 $5,000
Item 3. Endorsements to this Coverage Part Effective at Inception:
CC-24180c (03/14) – Signatures
MPLA001aNY (01/09) – New York Amendatory
MPLL001NY (10/91) – New York Changes-Transfer of Duties
MPNR001NY (04/98) – New York NonRenewal Amendatory
MP-4Z66 (05/00) – New York Amendatory (Regulation 121 – Claims Made)
MPP/ICBB (04/10) – SEC Cancellation
MPP/ICBB (04/10) – Amend Deductible
MS-5577 (03/17)- Social Engineering
PF-46422 (07/15) – Trade or Economic Sanctions Endorsement
ALL-20887a (03/16) – ACE Producer Compensation Practices & Policies
PF-17914a (04/16) – U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) Advisory Notice
to Policyholders
Item 4. Effective Date: 03/04/2017
Item 5. Aggregate Limit of Liability:
$6,000,000 for all Loss in Limit Period under all Insuring Clauses combined.
Date:
MPAB 002 (12/99)
Authorized Representative
03/03/2017
MPAB 001 (12/99) Page 1 of 17
Investment Company Bond
Coverage Part
I. INSURING CLAUSES
The Insurer agrees with the Insured, that in accordance with the Insuring Clauses for which coverage is granted in
Item 1 of the Declarations, and subject to all terms, Definitions, Exclusions and Conditions of this Investment
Company Bond Coverage Part, to indemnify the Insured for:
A. Employee Dishonesty
Loss resulting directly from dishonest or fraudulent acts by an Employee acting alone or in collusion with
others, which acts were committed by the Employee with the intent to cause the Insured to sustain the loss or
to obtain an Improper Personal Gain.
B. Employee Dishonesty - Employee Benefit Plan
Loss of funds or other property intended to be used by an Employee Benefit Plan to pay benefits resulting
directly from dishonest or fraudulent acts committed by an Employee or plan fiduciary (as defined in ERISA)
while handling those funds or property.
C. Property
Loss of Property resulting directly from Theft, False Pretense, misplacement, mysterious unexplainable
disappearance, physical damage thereto or destruction thereof, wherever situated including in transit.
D. Financial Documents
Loss resulting directly from the Insured having in good faith:
a. relied on a Forgery or Alteration;
b. relied on an Original Financial Document that was, at the time the Insured acted upon it, lost or stolen;
c. relied on a Financial Document that was a Counterfeit; or
d. guaranteed in writing or witnessed any endorsement or signature on an assignment, bill of sale,
guarantee, or power of attorney which transferred a Financial Document or uncertificated security.
Actual physical possession, and continued actual physical possession if taken as collateral, of the Financial
Document by:
(1) the Insured or its authorized custodial agent, or
(2) a financial institution, or its authorized custodial agent to which (a) the Insured sold, in whole or in
part, a loan for which the Financial Document represents collateral, and (b) the Insured remains
liable to repurchase the loan pursuant to a written contract.
is a condition precedent to the Insured having relied on a Financial Document.
MPAB 001 (12/99) Page 2 of 17
E. Defective Signatures
Loss resulting directly from the Insured having in good faith, in connection with any loan, relied on any:
a. deed conveying real property;
b. mortgage, deed of trust, or like instrument, pertaining to real property; or
c. assignment of such instruments
which is defective because the signature of any person thereon was obtained through trick, artifice, fraud or
false pretenses.
F. Servicing Contractors
Loss resulting directly from dishonest or fraudulent acts committed by any Servicing Contractor, if the acts:
a. were committed with the intent to:
(1) cause the Insured to sustain that loss; and
(2) obtain an Improper Personal Gain for the Servicing Contractor, and
b. resulted in an Improper Personal Gain for the Servicing Contractor.
G. Computer Fraud/Fraudulent Funds Transfer
Loss resulting directly from the Insured having in good faith transferred funds or Property or otherwise given
value because of:
a. the fraudulent modification or destruction of Electronic Data or Electronic Computer Instructions,
including that caused by Computer Virus, (1) within a Computer System operated by the Insured; or (2)
while being electronically transmitted through communication lines, including satellite links, from a
Computer System operated by the Insured to a Computer System operated by a customer while the
Insured is acting as a Service Bureau for that customer, if the fraudulent acts were committed by a
person with the intent to obtain an improper financial benefit;
b. the fraudulent preparation or modification of Electronic Computer Instructions by a person with the
intent to cause the loss to the Insured and to obtain an improper financial benefit;
c. The fraudulent entry of data into a Computer System or Communications Terminal operated by the
Insured or an Electronic Communication Customer, but which data was not in fact sent by the Insured
or the Electronic Communication Customer, or which data were fraudulently modified during transit
(physical or electronic) between Computer Systems or Communications Terminals;
d. a fraudulent voice initiated funds transfer instruction, directed to the Insured by telephone from or
purportedly from an Electronic Communication Customer, if the instruction was not made by or at the
direction of a person who is authorized to initiate a transfer according to the written agreement between
Insured and the Electronic Communication Customer and the instruction was Tested; or
e. a fraudulent communication by Fax or other Tested written communication sent or apparently sent
between the Insured and an Electronic Communication Customer if the communication was either not
sent by the Insured or the Electronic Communication Customer, or it was fraudulently modified during
transit between the Insured and the Electronic Communication Customer.
MPAB 001 (12/99) Page 3 of 17
H. Claims Expense
Necessary and reasonable professional fees and expenses incurred and paid by the Insured, with prior
approval of the Insurer, to determine the existence, amount and extent of a loss in excess of the retention if
the loss is in fact covered under any other Insuring Clause of this Investment Company Bond Coverage Part.
I. Stop Payment Order Liability
Loss which the Insured is legally obligated to pay and pays to a customer resulting directly from:
a. compliance with or failure to comply with the request of the customer, or an authorized agent of the
customer, to stop payment on any draft made or drawn upon or against the Insured by the customer or
by an authorized agent of the customer; or
b. refusal to pay any draft made or drawn upon or against the Insured by the customer or by an authorized
agent of the customer.
J. Uncollectible Items of Deposit
Loss resulting from payments of dividends or fund shares, or withdrawals permitted from any customer's,
shareholder's or subscriber's account based upon Uncollectible Items of Deposit of a customer, shareholder
or subscriber credited by the Insured or the Insured's agent to such customer's shareholder's or subscriber's
Mutual Fund Account; or
Loss resulting from any Item of Deposit processed through an Automated Clearing House which is reversed
by the customer, shareholder or subscriber and deemed uncollectible by the Insured.
Loss includes dividends and interest accrued not to exceed 15% of the Uncollectible Items which are
deposited.
This Insuring Clause applies to all Mutual Funds with "exchange privileges" if all Funds in the exchange
program are insured by the Insurer for Uncollectible Items of Deposit. Regardless of the number of
transactions between Funds, the minimum number of days of deposit within the Funds before withdrawal as
declared in the Funds prospectus shall begin from the date a deposit was first credited to any Insured Fund.
K. Unauthorized Signatures
Loss resulting directly from the Insured having accepted, paid or cashed any check, withdrawal order or draft,
made or drawn on a customer's account which bears the signature or endorsement of one other than a
person whose name and signature is on the application on file with the Insured as a signatory of such
account.
It shall be a condition precedent to the Insured's right to recovery under this Insuring Clause that the Insured
shall have on file signatures of all persons who are authorized signatories on such account.
II. DEFINITIONS
For purposes of coverage under this Investment Company Bond Coverage Part:
A. Alteration means material modification of an Original Financial Document for a fraudulent purpose by a
person other than the person who prepared the Original Financial Document.
B. Automated Clearing House means any corporation or association which operates an electronic clearing and
transfer mechanism for the transfer of preauthorized recurring debits and credits between financial institutions
on behalf of the financial institutions' customers.
MPAB 001 (12/99) Page 4 of 17
C. Central Depository means any clearing corporation, including any Federal Reserve Bank of the United
States, where as the direct result of an electronic clearing and transfer mechanism entries are made on the
books reducing the account of the transferor, pledgor or pledgee and increasing the account of the transferee,
pledgee or pledgor by the amount of the obligation or the number of shares or rights transferred, pledged or
released.
D. Computer System means computers with related peripheral components, including storage components
wherever located; systems and applications software; terminal devices; and related local or wide area
communication networks, but not the Internet; by which data are electronically collected, transmitted,
processed, stored and retrieved.
E. Communications Terminal means any teletype, teleprinter or video display terminal or similar device
capable of sending or receiving information electronically and equipped with a keyboard.
F. Computer Virus means a set of unauthorized instructions, programmatic or otherwise, that propagate
themselves through a Computer System operated by the Insured and which were maliciously introduced into
the system by a person other than by an identifiable Employee.
G. Counterfeit means:
a. with respect to certificated securities: an imitation which is intended to deceive, and resembles or
apparently intends to resemble or to be taken as the original; or
b. with respect to other Financial Documents: an imitation which is intended to deceive, and to be taken
as the original.
H. Electronic Communication means any communication initiated through a Computer System, a Fax, Telex,
TWX and any other electronically transmitted communication.
I. Electronic Communication Customer means:
a. a natural person or entity authorized by written agreement with the Insured to initiate funds transfer by
Fax or other Electronic Communication or by telephone;
b. an Automated Clearing House;
c. an office of the Insured;
d. a financial institution; and
e. a Central Depository handling Electronic Securities.
J. Electronic Communication System means electronic communication operations by Fedwire, Clearing
House Inter bank Payment System (CHIPS), Society for Worldwide Interbank Financial Telecommunication
(SWIFT), Clearing House Automated Payment System (CHAPS), an Automated Clearing House Association
which is a member of the National Automated Clearing House Association and similar automated
communication systems in use by the Insured.
K. Electronic Computer Instructions means computer programs, for example, facts or statements converted
to a form usable in a Computer System to act upon Electronic Data.
L. Electronic Data means facts or information converted to a form usable in a Computer System and which are
stored on Electronic Data Processing Media for use by computer programs.
M. Electronic Data Processing Media means the punched cards, magnetic tapes, punched tapes or magnetic
discs or other bulk media on which Electronic Data are recorded.
MPAB 001 (12/99) Page 5 of 17
N. Electronic Security means a share, participation or other interest in property of or an enterprise of the issuer
or an obligation of the issuer which:
a. is a type commonly dealt in upon securities exchanges or markets; and
b. is either one of a class or series or by its terms is divisible into a class or series of shares,
participation's, interests or obligations; and
c. (1) is not represented a paper certificate, or
(2) is part of a master or global paper certificate, or
(3) represents a paper certificate that has been surrendered by a financial institution and has been
combined into a master depository note with the paper certificates being immobilized and
individually shown as an electronic entry on the account of the transferor, pledgor or pledgee on
the books of a Central Depository.
O. Employee means
a. any of the Insured's officers, partners, or employees; and
b. any of the officers or employees of any predecessor of the Insured whose principal assets are acquired
by the Insured by consolidation or merger with, or purchase of assets of capital stock of, such
predecessor; and
c. attorneys retained by the Insured to perform legal services for the Insured and the employees of such
attorneys while such attorneys or the employees of such attorneys are performing such services for the
Insured; and
d. guest students pursuing their studies or duties in any of the Insured's offices; and
e. directors or trustees of the Insured, the investment advisor, underwriter (distributor), transfer agent, or
shareholder accounting record-keeper, or administrator authorized by written agreement to keep
financial and/or other required records, but only while performing acts coming within the scope of the
usual duties of an officer or employee or while acting as a member of any committee duly elected or
appointed to examine or audit or have custody of or access to the Property of the Insured; and
f. any individual or individuals assigned to perform the usual duties of an employee within the premises of
the Insured by contract, or by an agency furnishing temporary personnel on a contingent or part-time
basis; and
g. each natural person, partnership or corporation authorized by written agreement with the Insured to
perform services as electronic data processor of checks or other accounting records of the Insured, but
excluding any such processor who acts as transfer agent or in any other agency capacity in issuing
checks, drafts or securities for the Insured, unless included under sub-section (i) hereof; and
h. those persons so designated in Condition N. Central Handling of Securities; and
i. any officer, partner or Employee of
a) an investment advisor,
b) an underwriter (distributor),
c) a transfer agent or shareholder accounting record-keeper, or
d) an administrator authorized by written agreement to keep financial and/or other required records,
MPAB 001 (12/99) Page 6 of 17
for an Investment Company named as Insured, while performing acts coming within the scope of the usual
duties of an officer or Employee of any Investment Company named as Insured herein, or while acting as a
member of any committee duly elected or appointed to examine or audit or have custody of or access to the
Property of any such Investment Company, provided that only Employees or partners of a transfer agent,
shareholder accounting record-keeper or administrator which is an affiliated person as defined in the
Investment Company Act of 1940, of an Investment Company named as Insured or is an affiliated person of
the advisor, underwriter or administrator of such Investment Company, and which is not a bank, shall be
included within the definition of Employee.
Each employer of temporary personnel or processors as set forth in sub-sections (f) and (g) of the definition of
Employee and their partners, officers and employees shall collectively be deemed to be one person for all the
purposes of this Investment Company Bond Coverage Part, excepting, however, Condition L.
Brokers, or other agents under contract or representatives of the same general character shall not be
considered Employees.
P. Employee Benefit Plan means a benefit plan subject to the requirements of ERISA which is sponsored
solely by the Insured for its Employees.
Q. False Pretense means the transfer of Property as the direct result of a fraudulent representation made by a
person to the Insured, which must be in possession of the Property at the time of the fraudulent
representation and the transfer of the Property.
R. Fax means a facsimile communication system or similar communication system utilizing teleprocessed
imagery that produces a paper copy of a document, but does not mean an Electronic Communication sent by
Telex, TWX or an Electronic Communication System.
S. Financial Document means a physical document which:
a. is a Negotiable Instrument;
b. is a letter of credit;
c. is a written instruction directed to the Insured from, or purportedly from, a customer, Employee or
financial institution, of a type customarily prepared by a customer, Employee or financial institution, and
upon which the Insured ordinarily acts to cause a deposit, withdrawal or transfer of funds;
d. is considered as a matter of law to be primary evidence of:
(1) the right to ownership or possession of property; or
(2) a debt owed directly or contingently;
e. creates or discharges a lien on property;
f. ordinarily has value transferred by endorsement or assignment coupled with delivery; or
g. is Money
but does not include: (1) traveler's checks; (2) data which exists in a Computer System in electronic form, and
(3) bills of lading, dock warrants, dock receipts, warehouse receipts or orders for the delivery of goods
including without limitation, any document which evidences or purports to evidence that the holder is entitled
to receive, hold and dispose of the document and the goods it covered.
MPAB 001 (12/99) Page 7 of 17
T. Forgery means the signing on an Original Financial Document of the name of another person or organization,
including a facsimile signature, without authority with intent to deceive; it does not include a signature
consisting in whole or in part of one's own name, signed with or without authority, in any capacity, for any
purpose.
U. Improper Personal Gain means an unlawful financial benefit obtained by:
a. an Employee or Servicing Contractor; or
b. persons with whom the Employee was acting in collusion, provided that the Insured establishes that the
Employee intended to participate in such benefit; and
c. an innocent third party, provided that the Insured establish that the Employee transferred funds or
Property to the benefit of such third party with the knowledge that such third party was not entitled to
such funds or Property, and the funds or Property are not recoverable by the Insured.
The term does not include any type of benefits earned in the course of employment, including salary, salary
increases, commissions, fees, bonuses, promotions, awards, profit sharing, pensions or other emoluments,
nor any benefit which any officer or director of the Insured not in collusion with the Employee was aware that
the Employee was receiving.
V. Insured means the Parent Company and the Subsidiaries. Insured as used in Insuring Clause B. includes
any Employee Benefit Plan.
W. Items of Deposit means one or more checks or drafts.
X. Money means a medium of exchange in current use authorized or adopted by a domestic or foreign
government as part of its currency.
Y. Negotiable Instrument means any document which
a. is signed by the maker or drawer;
b. contains an unconditional promise or order to pay a sum certain in money and no other promise, order,
obligation or power given by the maker or drawer;
c. is payable on demand or at a definite time; and
d. is payable to order or bearer.
Z. Original Financial Document means a Financial Document which has been completed, with or without
signature, by natural persons who were acting with authority in completing the document at the time it was
completed.
AA. Property means Financial Documents, Electronic Data Processing Media, Electronic Data, gems, jewelry,
precious metals in bars or ingots, and all other tangible items of personal property owned by the Insured, or
for which the Insured is legally liable other than as lessee.
BB. Service Bureau means a person or entity authorized by written agreement to perform data processing
services for others using Computer Systems.
CC. Servicing Contractor means any person or entity (other than an Employee) authorized by the Insured to act
for the Insured in the capacity of:
a. servicer of real estate mortgage or home improvement loans made, held by or assigned to the Insured;
or
MPAB 001 (12/99) Page 8 of 17
b. manager of real property owned by or under the supervision or control of the Insured as evidenced by a
written contract customarily used by the Insured for that purpose, and only while the person or entity is
acting within the general scope of those duties. The partners, officers, directors and employees of a
Servicing Contractor shall collectively be deemed to be one person for all purposes of this Coverage
Part.
DD. Single Loss means all covered loss, including Claims Expense covered under Insuring Clause H., resulting
from:
a. any one act or series of related acts of Theft, False Pretense or attempt thereat, in which no Employee
is implicated, or
b. any one act or series of related unintentional or negligent acts or omissions on the part of any person
(whether an Employee or not) resulting in damage to or destruction or misplacement of Property, or
c. all acts or omissions other than those specified in (a) and (b) preceding, caused by any person
(whether an Employee or not) or in which such person is implicated, or
d. any one casualty or event not specified in (a), (b) or (c) preceding.
EE. Tested means:
a. As respects Fax, Telex, TWX or other means of written communication: a method of authenticating the
contents of the written communication by affixing to it a valid test key that has been exchanged
between the Insured and a customer, an office of the Insured or another financial institution; and
b. as respects voice: a call-back prior to acting on the instruction to a person authorized by written
agreement with the Insured to authenticate the instruction, other than a call to the person who
purportedly initiated the instruction, provided the instruction and call-back are recorded.
FF. Theft means robbery, burglary, and any other unlawful taking not accomplished by trick or false
representation.
III. EXCLUSIONS
A. This Investment Company Bond Coverage Part does not apply to:
1. loss resulting directly or indirectly from dishonest or fraudulent acts by any Employee, except when
covered under Insuring Clauses A. or B.;
2. loss resulting directly or indirectly from trading whether or not committed by an Employee and whether
or not in the name of the Insured and whether or not in a genuine or fictitious account;
3. loss of trade secrets, confidential processing methods, customer lists, or other confidential or
proprietary information of any kind;
4. loss to one or more of the Insureds which benefits another of the Insureds;
5. loss caused by a customer after discovery by a director or officer of the Insured of an actual or potential
loss of the type covered hereunder caused by that customer;
6. a loss resulting directly or indirectly from:
MPAB 001 (12/99) Page 9 of 17
(1) riot or civil commotion outside any country in which the Insured has an office which is
permanently staffed by an Employee, or loss due to war or insurrection, except for loss of
Property in transit, if when such transit was initiated, there was no knowledge of such riot, civil
commotion, war or insurrection on the part of the Insured in initiating such transit;
(2) the effect of nuclear fission or fusion or radioactivity;
(3) any event with respect to which notice has been given prior to the Effective Date set forth in Item
4. of the Declarations of this Investment Company Bond Coverage Part under any policy or bond
providing the same or similar coverage to that afforded under this Investment Company Bond
Coverage Part;
(4) any event which is not discovered during the Policy Period, and not reported in the form and
substance provided in Subsection 6. of the General Conditions and Limitations of this Policy;
(5) circumstances or occurrences known to any Executive Officer or the Company’s risk manager
prior to the inception of this Investment Company Bond Coverage Part;
7. loss which could have been recovered, but was not recovered, due to the failure of the Insured to
pursue reasonable efforts to make recovery from persons responsible for causing it;
8. damages of any type for which the Insured is legally liable, except compensatory damages, but not
multiples thereof, arising directly from a loss covered under this Investment Company Bond Coverage
Part;
9. loss of use of funds or Property;
10. potential income, including but not limited to interest and dividends, not realized by the Insured;
11. the insolvency of another financial or depository institution.
B. Exclusions Applicable to Insuring Clause A. Only
a. Insuring Clause A. does not apply to loss resulting directly or indirectly from:
(1) acts of any Employee which are committed after any director or officer of the Insured, not in
collusion with the Employee, learns of any dishonest or fraudulent act committed by the
Employee, whether in the employment of the Insured or otherwise, and whether or not of the type
covered under this Insuring Clause, unless the acts occurred prior to the Employee's employment
with the Insured and involved a loss of less than $10,000; or
(2) any transaction which is or purports to be a loan or other extension of credit to or from the
Insured, including the acquisition of false or genuine accounts, invoices, notes or agreement;
b. Insuring Clause A. does not apply to loss covered under Insuring Clause B.
C. Exclusions Applicable to Insuring Clause B. Only
Insuring Clause B. does not apply to loss resulting directly or indirectly from acts of any Employee which are
committed after any director or officer of the Insured, not in collusion with the Employee, learns of any
dishonest or fraudulent act committed by the Employee, whether in the employment of the Insured or
otherwise, and whether or not of the type covered under this Insuring Clause, unless the acts occurred prior
to the Employee's employment with the Insured and involved a loss of less than $10,000.
MPAB 001 (12/99) Page 10 of 17
D. Exclusions Applicable to Insuring Clause C. Only
Insuring Clause C. does not apply to loss:
a. of Property while in customers' safe deposit boxes;
b. of Property surrendered away from an office or premises of the Insured as a result of a threat:
(1) to do bodily harm to any person, except loss of Property in transit in the custody of any person
acting as messenger provided that when such transit was initiated there was no knowledge by the
Insured of any such threat; or
(2) to do damage to the offices, premises or property of the Insured.
c. of Property lost while in the mail;
d. of Electronic Data Processing Media or Electronic Data lost in transit other than by armored motor
vehicle;
e. of personal property not specifically enumerated in the definition of Property, for which the Insured is
legally liable if the Insured has any other insurance, regardless of amount, under which the property is
covered; and in all events after 60 days from the date the Insured became legally liable for the property;
or
f. resulting directly or indirectly from:
(1) any forgery, alteration or counterfeiting;
(2) erroneous credits to a depositor's account, unless payment or withdrawal is physically received
by the depositor or representative of the depositor who is within the office of the Insured at the
time of the payment or withdrawal;
(3) items of deposit which are not finally paid for any reason, including but not limited to forgery or
any other fraud;
(4) Electronic Communications or telephonic communications; or
(5) any transaction which is or purports to be a loan or other extension of credit to or from the
Insured, including the acquisition of false or genuine accounts, invoices, notes or agreements;
E. Exclusions Applicable to Insuring Clause D. Only
Insuring Clause D. does not apply to loss resulting directly or indirectly from:
a. any document presented as a copy;
b. items of deposit which are not finally paid, or for which provisional credit it is otherwise properly
revoked, for any reason, including but not limited to forgery or any other fraud; or
c. a fraudulent entry of Data into, or change, modification, or destruction of data elements or programs
within a Computer System operated or used by the Insured.
F. Exclusion Applicable to Insuring Clause E. Only
Insuring Clause E. does not apply to loss resulting directly or indirectly from any document presented as a
copy.
MPAB 001 (12/99) Page 11 of 17
G. Exclusions Applicable to Insuring Clause F. Only
Insuring Clause F. does not apply to loss resulting directly or indirectly from:
a. any transaction which is or purports to be a loan or other extension of credit to a Servicing Contractor,
including "warehousing" of mortgage loans, whether procured in good faith or through fraud or false
pretenses;
b. the failure of any Servicing Contractor to collect or receive Money for the account of the Insured,
notwithstanding any agreement between the Servicing Contractor and the Insured; or
c. the failure to remit Money collected or received for the account of the Insured by any Servicing
Contractor unless the Servicing Contractor is legally liable to the Insured for loss of the Money.
H. Exclusions Applicable to Insuring Clause G. Only
Insuring Clause G. does not apply to loss resulting directly or indirectly from:
a. liability assumed by the Insured under any contract unless such liability would have attached to the
Insured in the absence of such agreement;
b. a threat to do bodily harm to any person, or to do damage to the premises or property of the Insured;
c. forged, altered or fraudulent Financial Documents used as source documentation in the preparation of
Electronic Data or manually keyed in a Communication Terminal;
d. Financial Documents except as converted to Electronic Data and then only in such converted form;
e. resulting directly or indirectly from the accessing of any confidential information, including but not limited
to trade secret information, computer programs or customer information;
f. resulting from mechanical failure, faulty construction, error in design, latent defect, wear or tear, gradual
deterioration, electrical disturbance, Electronic Data Processing Media failure or breakdown, any
malfunction or error in programming, or errors or omissions in processing;
g. the input of Electronic Data at an authorized terminal of an electronic funds transfer system or a
customer communication system by a customer or other person who had authorized access to the
customer's authentication mechanism; or
h. fraudulent features contained in Electronic Computer Instructions developed for sale to, or that are sold
to, multiple customers at the time of their acquisition from a vendor or consultant.
I. Exclusion Applicable to Insuring Clause J. Only
Insuring Clause J. does not apply to loss resulting from Uncollectible Items of Deposit which are drawn from a
financial institution outside the fifty states of the United States of America, District of Columbia, and territories
and possessions of the United States of America, and Canada.
IV. OTHER CONDITIONS
A. DISCOVERY
This Investment Company Bond Coverage Part applies to loss discovered by the Insured during the Policy
Period. Discovery occurs when any Executive Officer or the Company's risk manager first becomes aware of
facts which would cause a reasonable person to assume that a loss of a type covered by this Investment
Company Bond Coverage Part has been or will be incurred, regardless of when the acts or acts causing or
contributing to such loss occurred, even though the exact amount or details of loss may not then be known.
MPAB 001 (12/99) Page 12 of 17
Discovery also occurs when any Executive Officer or the Company's risk manager receives notice of an
actual or potential claim in which it is alleged that the Insured is liable to a third party under circumstances
which, if true, would constitute a Loss under this Investment Company Bond Coverage Part.
B. LIMIT OF LIABILITY
With respect to this Investment Company Bond Coverage Part only, and notwithstanding anything to the
contrary in General Condition and Limitation No. 5 of this Policy, the payment of any loss under this
Investment Company Bond Coverage Part shall not reduce the liability of the Insurer for other losses covered
under this Investment Company Bond Coverage Part. If a single aggregate Limit of Liability for all Coverage
Parts is granted as provided in Item 3(A) of the Declarations of this Policy, the payment of loss under this
Investment Company Bond Coverage Part shall reduce the liability of the Insurer for losses covered under
any Liability Coverage Parts.
The most the Insurer will pay for loss resulting from any Single Loss is the applicable Limit of Liability shown
in Item 3 of the Declarations; provided, however, that regardless of the number of years this Investment
Company Bond Coverage Part remains in force or the number of premiums paid, no Limit of Liability
cumulates from year to year or period to period.
C. SINGLE LOSS COVERED BY SINGLE INSURING CLAUSE
The Insurer will pay for loss resulting from a Single Loss under only a single Insuring Clause. If two or more
Insuring Clauses of this Investment Company Bond Coverage Part apply to a Single Loss, the Insured may
elect the Insuring Clause under which it will seek coverage. In no event will the Insurer pay more than the
applicable Limit of Liability under the applicable Insuring Clause in respect of such Single Loss.
D. DEDUCTIBLE
The Insurer will not pay for loss resulting from a Single Loss unless the amount of such loss exceeds the
applicable Single Loss deductible shown in Item 2 of the Declarations. The Insurer will then pay the amount
in excess of such deductible, subject to the applicable Limit of Liability.
There shall be no deductible applicable to any loss under Insuring Clause A. sustained by any Investment
Company named as Insured herein.
E. NOTICE/PROOF-LEGAL PROCEEDINGS AGAINST THE INSURER
(a) Within six (6) months after such discovery, the Insured shall furnish to the Insurer proof of loss, duly
sworn to, with full particulars;
(b) Lost Certificated Securities listed in a proof of loss shall be identified by certificate or bond numbers if
such securities were issued therewith;
(c) Legal proceedings for the recovery of any Loss hereunder shall not be brought prior to the expiration of
sixty (60) days after the original proof of loss is filed with the Insurer or after the expiration of twenty-
four (24) months from the discovery of such Loss;
(d) If any limitation embodied in this Investment Company Bond Coverage Part is prohibited by any law
controlling the construction hereof, such limitation shall be deemed to be amended so as to equal the
minimum period of limitation provided by such law;
(e) This Investment Company Bond Coverage Part affords coverage only in favor of the Insured. No suit,
action or legal proceedings shall be brought hereunder by any one other than the named Insured.
MPAB 001 (12/99) Page 13 of 17
F. VALUATION
(1) Money
Any loss of Money, or loss payable in Money, shall be paid, at the option of the Insured, in the Money of
the country in which the loss was sustained or in the United States of America dollar equivalent thereof
determined at the rate of exchange as of 12:01 a.m. on the date of discovery of the loss.
(2) Electronic Data Processing Media
In case of loss of, or damage to Electronic Data Processing Media used by the Insured in its business,
the Insurer shall be liable only if such items are actually reproduced by other Electronic Data
Processing Media of the same kind or quality and then for not more than the cost of the blank media
plus the cost of labor for the actual transcription or copying of data which shall have been furnished by
the Insured in order to reproduce such Electronic Data Processing Media, subject to the applicable
Limit of Liability.
(3) Books of Account and Other Records
In case of loss of, or damage to, any books of account or other records used by the Insured in its
business, the Insurer shall be liable only if such books or record are actually reproduced and then for
not more than the cost of the blank books, blank pages or other materials plus the cost of labor for the
actual transcription or copying of data which shall have been furnished by the Insured in order to
reproduce such books and other records.
(4) Property other than Money, Securities, Records, or Media
In case of loss of, or damage to, any Property other than Money, securities, books of account or other
records or Electronic Data Processing Media, the Insurer shall not be liable for more than the actual
cash value, with proper deduction for depreciation, of such Property. The Insurer may, at its election,
pay the actual cash value of, replace or repair such property. Disagreement between the Insurer and
the Insured as to the cash value or as to the adequacy of repair or replacement shall be resolved by
arbitration.
(5) Electronic Data
In case of loss of Electronic Data the Insurer shall be liable under Insuring Clause C. of this Investment
Company Bond Coverage Part only if such data is actually reproduced by other Electronic Data of the
same kind or quality and then for not more than the cost of labor for the actual transcription or copying
of data which shall have been furnished by the Insured in order to reproduce such Electronic Data.
However, if such Electronic Data cannot be reproduced and said Electronic Data represents securities,
or financial instruments having a value, then the loss will be valued as indicated in paragraph 5 of this
Condition.
(6) Set-Off
Any loss covered under this Investment Company Bond Coverage Part shall be reduced by all money
and property received by the Insured from any source in connection with any matter from which a loss
has arisen, including payment of principal, interest, dividends, commissions and the like, whenever and
however paid. Any loss covered under this Investment Company Bond Coverage Part shall be reduced
by a set-off consisting of any amount owed to the Employee (or to his or her assignee) causing the loss
if such loss is covered under Insuring Clause A.
MPAB 001 (12/99) Page 14 of 17
G. SECURITIES SETTLEMENT AND VALUATION
In the event of a loss of securities covered under Insuring Clause C. of this Investment Company Bond
Coverage Part, the Insured shall, subject to the conditions stated below, first attempt to replace the lost
securities by use of a letter of indemnity issued by it. In the event that it is unable to replace the lost securities
by a letter of indemnity, the Insured shall, subject to the Insurer's prior consent, secure a lost instrument bond
for the purpose of obtaining the issuance of duplicate securities.
It is further agreed that the Insurer will indemnify the Insured for such sum, in excess of the applicable
Deductible stated in the Declarations, not exceeding the amount of the Single Loss Limit of Liability stated in
the Declarations, remaining available for the payment of any loss at the time of the execution by the Insured
of a letter of indemnity or the securing of the lost instrument bond, which the Insured may be required to pay
either during the Policy Period or any time thereafter by reason of any indemnifying agreement executed by
the Insured or delivered by the Insured to the company issuing the lost instrument bond.
It is further agreed that the Insured shall bear the cost of obtaining such letter of indemnity or lost instrument
bond for that portion of the loss which falls within the applicable Deductible or which is in excess of the Single
Loss Limit of Liability remaining available for the payment of said loss.
The Insurer shall bear the cost of obtaining such letter of indemnity or lost instrument bond for that loss which
would be covered under Insuring Clause C. of this Investment Company Bond Coverage Part and which
exceeds the Deductible and is within the Single Loss Limit of Liability remaining available for the payment of
any loss.
In the event the Insured sustains a loss of securities covered under Insuring Clause C. of this Investment
Company Bond Coverage Part but the securities are valued at an amount in excess of the Single Loss Limit
of Liability, the Insured may apply any portion of the applicable Single Loss Limit of Liability, up to an amount
not to exceed 50% of that limit, to the purchase of a lost instrument bond under its own indemnity to replace
some or all of those securities. In the event the Insured elects to do so, the Single Loss Limit of Liability shall
be reduced by the amount used to purchase the lost instrument bond and the remainder of the Single Loss
Limit of Liability shall be applied to settlement of loss.
Any lost instrument bond purchased pursuant to this section will be purchased from the Insurer, or its
affiliates, unless the Insurer and its affiliates decline to issue it.
Under this Insuring Clause only, loss includes the value of subscription, conversion, redemption or deposit
privileges for Financial Documents unless they are lost while in the mail or with a carrier for hire other than an
armored motor vehicle company for the purpose of transportation. The privileges shall be valued as of the
date immediately preceding the expiration thereof, as determined by arbitration or agreement.
The Insurer is not required to issue its indemnity for any portion of a loss of securities which is not covered by
this Investment Company Bond Coverage Part.
H. ASSIGNMENT - SUBROGATION - RECOVERY – COOPERATION
(1) In the event of payment under this Investment Company Bond Coverage Part, the Insured shall deliver,
if so requested by the Insurer, an assignment of such of the Insured's rights, title and interest and
causes of action as it has against any person or entity to the extent of the loss payment.
(2) In the event of payment under this Investment Company Bond Coverage Part, the Insurer shall be
subrogated to all of the Insured's rights of recovery therefor against any person or entity to the extent of
such payment.
MPAB 001 (12/99) Page 15 of 17
(3) Recoveries, whether effected by the Insurer or by the Insured, shall be applied net of the expense of
such recovery first to the satisfaction of the Insured's loss which would otherwise have been paid but for
the fact that it is in excess of either the Single Loss Limit of Liability, secondly, to the Insurer as
reimbursement of amounts paid in settlement of the Insured's claim, and thirdly, to the Insured in
satisfaction of any Deductible Amount. Recovery on account of loss of securities as set forth in
Subsection E. of the Conditions of this Investment Company Bond Coverage Part or recovery from
reinsurance or indemnity of the Insurer shall not be deemed a recovery as used herein.
(4) Upon the Insurer's request and at reasonable times and places designated by the Insurer the Insured
shall:
(a) submit to examination by the Insurer and subscribe to the same under oath; and
(b) produce for the Insurer's examination all pertinent records; and
(c) cooperate with the Insurer in all matters pertaining to the loss.
(5) The Insured shall execute all papers and render assistance to secure the Insurer the rights and causes
of action provided for herein. The Insured shall do nothing after discovery of loss to prejudice such
rights or causes of action.
I. OWNERSHIP
This Investment Company Bond Coverage Part shall apply to loss of Property or Electronic Data Processing
Media and Electronic Data (1) owned by the Insured, (2) held by the Insured in any capacity, or (3) for which
the Insured is legally liable.
J. TERMINATION OF THIS Investment Company Bond Coverage Part
In addition to any termination pursuant to Subsection 12. of the General Conditions and Limitations of this
Policy, this Investment Company Bond Coverage Part shall also terminate in its entirety:
(1) upon the voluntary liquidation or dissolution of the Parent Company;
(2) upon the appointment of (1) a receiver, trustee or other fiduciary of the property of the Parent Company,
or (2) a committee for the dissolution thereof; or
(3) as to any Insured other than the Parent Company upon the appointment of (1) a receiver, trustee or
other or fiduciary of the property of said Insured or (2) a committee for the dissolution thereof.
K. ACTION AGAINST SERVICING CONTRACTOR, SERVICE BUREAU OR CUSTOMER
This Investment Company Bond Coverage Part does not afford coverage in favor of any Servicing Contractor,
Service Bureau or customers of aforesaid, and upon payment to the Insured by the Insurer on account of any
loss through fraudulent or dishonest acts committed by any of the partners, directors, officers or employees of
such Servicing Contractor, Service Bureau or customers whether acting alone or in collusion with others, an
assignment of such of the Insured's rights and causes of action as they may have against such Servicing
Contractor, Service Bureau, or customers by reason of such acts so committed shall, to the extent of such
payment, but given by the Insured to the Insurer, and the Insured shall execute all papers necessary to
secure to the Insurer, the rights provided herein.
L. TERMINATION OR CANCELLATION AS TO ANY EMPLOYEE, SERVICING CONTRACTOR OR SERVICE
BUREAU
MPAB 001 (12/99) Page 16 of 17
This Investment Company Bond Coverage Part terminates as to any Employee or Servicing Contractor as
soon as any Executive Officer or the Company's risk manager learns of any dishonest or fraudulent act
committed by such person at any time, whether in the employment of the Insured or otherwise, whether or not
of the type covered under the Insuring Clauses A. or B., against the Insured or any other person or entity,
without prejudice to the Loss of any Property then in transit in the custody of such person. Termination of
coverage as to any Insured terminates liability for any Loss sustained by such Insured which is discovered
after the effective date of such termination.
This Investment Company Bond Coverage Part terminates as to any Service Bureau as soon as any
Executive Officer or the Company's risk manager, shall learn of any dishonest or fraudulent act committed by
any partner, director, officer or employee of any such Service Bureau at any time against the Insured or any
other person or entity, without prejudice to the Loss of any Property then in transit in the custody of such
person.
M. ERISA WARRANTY
The Insurer warrants that the coverage afforded by this Investment Company Bond Coverage Part will be
equal to that required of the Insured by regulations properly promulgated under the ERISA with respect to
losses caused by fraudulent or dishonest acts of Employees and sustained by Employment Benefit Plans.
N. CENTRAL HANDLING OF SECURITIES
Securities included in the systems for the central handling of securities established and maintained by
Depository Trust Company, Midwest Depository Trust Company, Pacific Securities Depository Trust
Company, and Philadelphia Depository Trust Company, hereinafter called Corporations, to the extent of the
Insured's interest therein as effective by the making of appropriate entries on the books and records of such
Corporations shall be deemed to be Property.
The words "Employee" and "Employees" shall be deemed to include the officers, partners, clerks and other
employees of the New York Stock Exchange, Boston Stock Exchange, Midwest Stock Exchange, Pacific
Stock Exchange and Philadelphia Stock Exchange, hereinafter called Exchanges, and of the above named
Corporations, and of any nominee in whose name is registered any security included within the systems for
the central handling of securities established and maintained by such Corporations, and any employee of any
recognized service company, while such officers, partners, clerks and other employees and employees of
service companies perform services for such Corporations in the operation of such systems. For the purpose
of the above definition, a recognized service company shall be any company providing clerks or other
personnel to said Exchanges or Corporations on a contract basis.
The Insurer shall not be liable on account of any loss (es) in connection with the central handling of securities
within the systems established and maintained by such Corporations, unless such loss (es) shall be in excess
of the amount(s) recoverable or recovered under any bond or policy of insurance indemnifying such
Corporations, against such loss (es), and then the Insurer shall be liable hereunder only for the Insured's
share of such excess loss (es), but in no event for more than the Limit of Liability applicable hereunder.
For the purpose of determining the Insured's share of excess loss (es) it shall be deemed that the Insured has
an interest in any certificate representing any security included within such systems equivalent to the interest
that the Insured then has in all certificates representing the same security included within such systems and
that such Corporations shall use their best judgment in apportioning the amount(s) recoverable and recovered
under any bond or policy of insurance indemnifying such Corporations against such loss(es) in connection
with the central handling of securities within such systems among all those having an interest as recorded by
appropriate entries in the books and records of such Corporations in Property involved in such loss(es) on the
basis that each such interest shall share in the amount(s) so recoverable or recovered in the ratio that the
value of each such interest bears to the total value of all such interests and that the Insured's share of such
excess loss(es) shall be the amount of the Insured's interest in such Property in excess of the amount(s) so
apportioned to the Insured by such Corporations.
MPAB 001 (12/99) Page 17 of 17
This Investment Company Bond Coverage Part does not afford coverage in favor of such Corporations or
Exchanges or any nominee in whose name is registered any security included within the systems for the
central handling of securities established and maintained by such Corporations, and upon payment to the
Insured by the Underwriter on account of any loss (es) within the systems, an assignment of such of the
Insured's rights and causes of action as it may have against such Corporations or Exchanges shall to the
extent of such payment, be given by the Insured to the Insurer, and the Insured shall execute all papers
necessary to secure to the Insurer the rights provided for herein.
SIGNATURES
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
1
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
THE ONLY SIGNATURES APPLICABLE TO THIS POLICY ARE THOSE REPRESENTING THE COMPANY NAMED ON
THE FIRST PAGE OF THE DECLARATIONS.
By signing and delivering the policy to you, we state that it is a valid contract.
INDEMNITY INSURANCE COMPANY OF NORTH AMERICA (A stock company)
BANKERS STANDARD INSURANCE COMPANY (A stock company)
ACE AMERICAN INSURANCE COMPANY (A stock company)
ACE PROPERTY AND CASUALTY INSURANCE COMPANY (A stock company)
INSURANCE COMPANY OF NORTH AMERICA (A stock company) PACIFIC
EMPLOYERS INSURANCE COMPANY (A stock company)
ACE FIRE UNDERWRITERS INSURANCE COMPANY (A stock company)
ACE AMERICAN INSURANCE COMPANY (A stock company)
436 Walnut Street, P.O. Box 1000, Philadelphia, Pennsylvania 19106-3703
Authorized Representative
CC24180c (03/14)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
2
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
NEW YORK AMENDATORY
(INSURANCE LAW SEC. 3420 REQUIREMENTS)
It is agreed that the General Conditions and Limitations are amended as follows:
1. Subsection 6, Notice, is amended by adding the following:
Notice given by or on behalf of the Insured, or written notice by or on behalf of an injured person or any other
claimant, to any licensed agent of the Insurer in the State of New York, with particulars sufficient to identify the
Insured, shall be deemed notice to the Insurer.
Failure to give any notice required to be given by this subsection within the time prescribed herein shall not invalidate
any Claim made by the Insured, an injured person or any other claimant if it shall be shown not to have been
reasonably possible to give such notice within the prescribed time and that notice was given as soon as was
reasonably possible thereafter.
Except as provided in the immediate paragraph above, failure to give any notice required to be given by this
subsection within the time prescribed herein shall not invalidate any Claim made by the Insured, injured person or any
other claimant, unless the failure to provide timely notice has prejudiced the Insurer. However, notice of such Claim
must be first made during the Policy Period, any renewal thereof, or any Discovery Period.
2. The following subsection is added:
LEGAL ACTION AGAINST US
No person or organization has a right under this Policy:
a. To join the Insurer as a party or otherwise bring the Insurer into a suit asking for damages from an Insured; or
b. To sue the Insurer under this Policy unless all of its terms have been fully complied with.
A person or organization may sue the Insurer to recover on an agreed settlement or on a final judgment against
an Insured; but the Insurer will not be liable for damages that are not payable under the terms of this Policy or that
are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of
liability signed by the Insurer, the Insured and the claimant or the claimant's legal representative.
Notwithstanding anything in this subsection to the contrary, in the event a judgment against an Insured or such
Insured’s personal representative in an action brought to recover damages for injury sustained or loss or damage
occasioned during the life of the Policy shall remain unsatisfied at the expiration of thirty (30) days from the
servicing of notice of entry of judgment upon the attorney for the Insured, or upon the Insured, and upon the
Insurer, then an action may, except during a stay or limited stay of execution against the Insured on such
judgment, be maintained against the Insurer under the terms of the Policy for the amount of such judgment not
exceeding the amount of the applicable limit of coverage under the Policy.
MPLA001a-NY (01/09) Printed in U.S.A.
MPLA001a-NY (01/09) Printed in U.S.A.
With respect to an otherwise covered Claim arising out of death or personal injury of any natural person, if the
Insurer disclaims liability or denies coverage based upon the failure to provide timely notice, then the injured
person or other claimant may maintain an action directly against the Insurer, in which the sole question is the
Insurer’s disclaimer or denial based on the failure to provide timely notice, unless within sixty (60) days following
such disclaimer or denial, the Insured or the Insurer: (a) initiates an action to declare the rights of the parties
under this Policy; and (b) names the injured person or other claimant as a party to the action.
All other terms and conditions of this Policy remain unchanged.
Authorized Agent
MPLL001-NY (10-91) Page 1 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
3
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
NEW YORK CHANGES - TRANSFER OF DUTIES
WHEN A LIMIT OF INSURANCE IS USED UP
This endorsement is added to the policy and supercedes any provision to the contrary:
The following Condition is added to General Conditions and Limitations, paragraph 5. Limit of Liability and
Retention.
Transfer of Duties When a Limit of Insurance is Used up.
a. If we conclude that, based on occurrences, offenses, claims or suits which have been reported to us and to
which this insurance may apply, the:
(1) Aggregate Limit; or
(2) Each Separate Limit,
is likely to be used up in the payment of judgments or settlements, we will notify the first Named Insured, in writing, to
that effect.
b. When a limit of insurance described in paragraph a. above has actually been used up in the payment of
judgments or settlements:
(1) We will notify the first Named Insured, in writing, as soon as practicable, that:
(a) Such a limit has actually been used up; and
(b)Our duty to defend suits seeking damages subject to that limit has also ended.
(2) We will initiate, and cooperate in, the transfer of control, to any appropriate insured, of all claims and suits
seeking damages which are subject to that limit and which are reported to us before that limit is used up. That
insured must cooperate in the transfer of control of said claims and suits.
We agree to take such steps, as we deem appropriate, to avoid a default in, or continue the defense of, such suits
until such transfer is completed, provided the appropriate insured is cooperating in completing such transfer.
We will take no action whatsoever with respect to any claim or suit seeking damages that would have been
subject to that limit, had it not been used up, if the claim or suit is reported to us after that limit of insurance has
been used up.
(3) The first Named Insured, and any other insured involved in a suit seeking damages subject to that limit, must
arrange for the defense of such suit within such time period as agreed to between the appropriate insured and
us. Absent any such agreement, arrangements for the defense of such suit must be made as soon as
practicable.
(c) The first Named Insured will reimburse us for expenses we incur in taking those steps we deem appropriate in
accordance with paragraph b.(2) above.
MPLL001-NY (10-91) Page 2 of 2
The duty of the first named Insured to reimburse us will begin on:
(1) The date on which the applicable limit of insurance is used up, if we sent notice in accordance with paragraph a.
above; or
(2) The date on which we sent notice in accordance with paragraph b.(1) above, if we did not send notice in accordance
with paragraph a. above.
(d) The exhaustion of any limit of insurance by the payments of judgments or settlements, and the resulting end of our
duty to defend, will not be affected by our failure to comply with any of the provisions of this Condition.
Authorized Agent
MPNR001-NY (4/98) Printed in U.S.A. Page 1 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
4
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
NEW YORK - NONRENEWAL
A. The following Conditions are added:
1. NONRENEWAL
If we decide not to renew this policy we will send notice as provided in paragraph A.3. below.
2. CONDITIONAL RENEWAL
If we conditionally renew this policy subject to a:
a. Change of limits;
b. Change in type of coverage;
c. Reduction of coverage;
d. Increased deductible;
e. Addition of exclusion; or
f. Increased premiums in excess of 10%, exclusive of any premium increase due to and commen- surate with
insured value added or increased exposure units; or as a result of experience rating, loss rating, retrospective
rating or audit;
we will send notice as provided in paragraph A.3. below
3. NOTICES OF NONRENEWAL AND CONDITIONAL RENEWAL
a. If we decide not to renew this policy or to conditionally renew this policy as provided in paragraphs A.1. and
A.2. above, we will mail or deliver written notice to the first Named Insured shown in the Declarations at least
60 but not more than 120 days before:
(1) The expiration date; or
(2) The anniversary date if this is a continuous policy.
b. Notice will be mailed or delivered to the first Named Insured at the address shown in the policy and to the
authorized agent or broker. If notice is mailed, proof of mailing will be sufficient proof of notice.
c. Notice will include the specific reason(s) for nonrenewal or conditional renewal, including the amount of any
premium increase for conditional renewal and description of any other changes.
d. If we violate any of the provisions of paragraphs A.3.a., b. or c. above by sending the first Named Insured an
incomplete or late conditional renewal notice or a late nonrenewal notice:
(1) Coverage will remain in effect at the same terms and conditions of this policy at the lower of the current
rates or the prior period's rates until 60 days after such notice is mailed or delivered, unless the first
Named Insured, during this 60 day period, has replaced the coverage or elects to cancel.
(2) On or after the expiration date of this policy, coverage will remain in effect at the same terms and
conditions of this policy for another policy period, at the lower of the current rates or the prior period's
rates, unless the first Named Insured, during this additional policy period, has replaced the coverage or
elects to cancel.
MPNR001-NY (04/98) Printed in U.S.A. Page 2 of2
e. We will not send you notice of nonrenewal or conditional renewal if you, your authorized agent or broker or
another insurer of yours mails or delivers notice that the policy has been replaced or is no longer desired.
Authorized Agent
MP-4Z66 (5/2000) Printed in U.S.A. Page 1 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
5
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
MANAGEMENT PROTECTION POLICY
It is agreed:
1. Except as otherwise provided in Subsection 6, Notice, and the first paragraph of Subsection 5, Limit of Liability and
Retention, of the General Conditions and Limitations, a Prior Covered Claim under any Liability Coverage Part shall
be deemed "first made" for purposes of this Policy when the Insurer first receives written notice of such Claim from an
Insured or a third party. Accordingly, subject to the other terms and conditions of this Policy (including this
Endorsement), this Policy shall apply to Claims for which notice is first received by the Insurer during the Policy Period
or any applicable Discovery Period even if such Claim was filed against, sent or delivered to, or received by, the
Insureds prior to the Policy Period.
2. For purposes of this Endorsement, a Prior Covered Claim means any Claim:
a. filed against, sent or delivered to, or received by, the Insureds prior to the Policy Period;
b. notice of which was first received by the Insurer during the Policy Period or any applicable Discovery Period; and
c. which would have been covered in whole or in part under a valid and collectible Management Protection
Insurance Policy issued to the Parent Company by the Insurer or its affiliate for the period in which such Claim
was first filed against, sent or delivered to, or received by, the Insureds ("Prior Policy").
3. Coverage afforded under this Policy for any Prior Covered Claim shall be no broader than the coverage which would
have been afforded under the Prior Policy if written notice of such Claim had been received by the Insurer or its
affiliate during the policy period of the Prior Policy.
The foregoing sentence may result in (but not be limited to): (a) reducing the limit of liability available under this
Policy for such Claim to the remaining available limit of liability applicable to the Prior Policy, (b) increasing the
applicable Retention amount to that Retention amount applicable to the Prior Policy, or (c) reducing or eliminating
coverage due to exclusions or other restrictions in the Prior Policy but not in this Policy.
4. No coverage shall be afforded under this Policy for a Prior Covered Claim if (i) there was no Prior Policy in effect at
the time such Claim was first filed against, sent or delivered to, or received by the Insureds, or (ii) the Prior Policy
affords coverage for such Claim or would afford coverage for such Claim but for the exhaustion of the Limit of Liability
under the Prior Policy.
5. The Insurer's maximum liability under this Policy for any Prior Covered Claim shall be part of and not in addition to the
Limit of Liability set forth in Item 3 of the Declarations for this Policy otherwise applicable to such Claim.
6. If the Insureds are entitled to but fail or refuse to elect a Discovery Period as provided in Subsection 4 of the General
Conditions and Limitations, then any Insured Person may elect the Discovery Period just for such Insured Person by
giving written notice of such election, together with payment of the additional premium due, to the Insurer within 120
days following the effective date of the Policy's termination or non-renewal. The premium due for such Insured
Person's Discovery Period with respect to any Liability Coverage Part shall equal that percent set forth in Item 5(A) of
the Declarations for such Liability Coverage Part of the Annual Premium allocable to such Insured Person. Any
coverage afforded under this Policy for such Insured Person during such Discovery Period shall be no broader than
the coverage which would be applicable to such Insured Person under this Policy if all Insureds elected the Discovery
Period.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
Authorized Agent
MP-4Z66 (5/2000) Page 2 of 2
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
6
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
SEC CANCELLATION
It is agreed that Section 12, Termination of Policy, is amended to add the following:
In the event of any modification or cancellation of the attached policy, the Insurer will mark its record to indicate that
the Securities Exchange Commission (“SEC”) and the Parent Company shall be notified in writing 60 days prior to
such modification or cancellation of the attached policy.
All other terms and conditions of the policy remain unchanged.
Authorized Representative
MPP/ICBB (4/10)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
7
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
AMEND DEDUCTIBLE
In consideration of the premium charged, it is hereby understood and agreed that Item 2 of the Declarations, is
amended to add the following:
No deductible shall apply to any loss under Insuring Agreement A sustained by any Investment Company
named as Insureds herein.
All Other Terms, Conditions And Exclusions Of The Bond Remain Unchanged
Authorized Representative
MPP/ICBB (4/10) © 2012 Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
8
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
SOCIAL ENGINEERING FRAUD ENDORSEMENT
It is agreed that this Bond is amended as follows:
(1) By adding the following Insuring Clause:
Social Engineering Fraud
Loss resulting directly from the Insured having, transferred, paid or delivered Money or securities
as the direct result of a Social Engineering Fraud Instruction.
(2) Solely with respect to the coverage afforded by this endorsement, the following terms shall have the
following meanings:
Social Engineering Fraud Instruction means any instruction which intentionally misleads an
Employee, through misrepresentation of a material fact which is relied upon by an Employee,
believing it to be genuine, for the purpose of directing or transferring the Insured’s Money or
securities that were communicated by a natural person purporting to be:
a. a director, officer, partner, member or sole proprietor of the Insured or other Employee who is
authorized by the Insured to instruct another Employee to transfer funds, or an individual
acting in collusion with such person purporting to be a director, officer, partner, member or
sole proprietor or other Employee who is authorized by the Insured to instruct another
Employee to transfer funds; or
b. an employee of a Vendor who is authorized by the Insured to instruct an Employee to transfer
funds or change bank account information of a Vendor; provided, however, Social
Engineering Fraud Instruction shall not include any such instruction transmitted by an
employee of a Vendor who was acting in collusion with any third party in submitting such
instruction,
but which instructions were not actually made by such director, officer, partner, member or sole
proprietor, Employee, or employee of a Vendor.
Vendor means any entity or natural person that has provided goods or services to the Insured
under a legitimate pre-existing arrangement or written agreement. However, Vendor does not
include any customer, automated clearing house, custodian, financial institution, administrator,
counter party or any similar entity.
(3) Solely with respect to the coverage afforded by this endorsement:
A. This bond does not directly or indirectly cover loss occurring prior to <DATE>.
B. This bond does not directly or indirectly cover loss due to any investment in securities, or
ownership in any corporation, partnership, real property, commodity or similar instrument,
whether or not such investment is genuine.
MS-55777 (03/17) Page 1 of 2
(4) The total liability of the Insurer under the Social Engineering Fraud insuring clause shall be
<AMOUNT> for any Single Loss, subject to a Policy Period Aggregate Limit of Liability of
$<AMOUNT2>.
(5) A Single Loss Deductible of $<DEDAMT> shall apply with respect to coverage afforded under the
Social Engineering Fraud Insuring Clause.
All other terms and conditions of this Policy remain unchanged.
MS-55777 (03/17) Page 2 of 2
PF-46422 (07/15) Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
Named Insured
Harris & Harris Group, Inc.
Endorsement Number
8
Policy Symbol
DON
Policy Number
G24581378 008
Policy Period
03/04/2017 to 03/04/2018
Effective Date of Endorsement
03/04/2017
Issued By (Name of Insurance Company)
ACE American Insurance Company
TRADE OR ECONOMIC SANCTIONS ENDORSEMENT
This insurance does not apply to the extent that trade or economic sanctions or similar laws or regulations prohibit us from
providing insurance, including, but not limited to, the payment of claims. All other terms and conditions of policy remain
unchanged.
All other terms and conditions of the policy remain unchanged.
Authorized Representative
U.S. Treasury Department’s Office
Of Foreign Assets Control (“OFAC”)
Advisory Notice to Policyholders
This Policyholder Notice shall not be construed as part of your policy and no coverage is provided by this
Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your
policy and review your Declarations page for complete information on the coverages you are provided.
This Notice provides information concerning possible impact on your insurance coverage due to directives
issued by OFAC. Please read this Notice carefully.
The Office of Foreign Assets Control (OFAC) administers and enforces sanctions policy, based on
Presidential declarations of "national emergency". OFAC has identified and listed numerous:
Foreign agents;
Front organizations;
Terrorists;
Terrorist organizations; and
Narcotics traffickers;
as "Specially Designated Nationals and Blocked Persons". This list can be located on the United States
Treasury's web site – http//www.treas.gov/ofac.
In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or
entity claiming the benefits of this insurance has violated U.S. sanctions law or is a Specially Designated
National and Blocked Person, as identified by OFAC, this insurance will be considered a blocked or
frozen contract and all provisions of this insurance are immediately subject to OFAC. When an insurance
policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be
made without authorization from OFAC. Other limitations on the premiums and payments also apply.
PF-17914a (04/16) Reprinted, in part, with permission of Page 1 of 1
ISO Properties, Inc.
ALL-20887a (03/16)
Chubb Producer Compensation
Practices & Policies
Chubb believes that policyholders should have access to information about Chubb’s practices and policies related
to the payment of compensation to brokers and independent agents. You can obtain that information by
accessing our website at http://www.aceproducercompensation.com or by calling the following toll-free telephone
number: 1-866-512-2862.
HARRIS & HARRIS GROUP, INC.
Unanimous Written Consent
by the Directors of the Board
February 23, 2017
Pursuant to Section 708 (b) of the New York Business Corporation Law (the "NYBCL"), the
undersigned, the members of the Board of Directors of Harris & Harris Group, Inc. (the "Company"),
hereby adopt and consent to the adoption of the following resolutions and agree that said resolutions shall
have the same force and effect as if adopted at a meeting of the Board of Directors duly called and held
for such purpose.
Fidelity Bond
WHEREAS, Section 17(g) of the Investment Company Act of 1940 (the "1940 Act"),
and Rule 17g-1(a) thereunder, requires a business development company (a "BDC"), such as the
Company, to provide and maintain a bond which shall be issued by a reputable fidelity insurance
company, authorized to do business in the place where the bond is issued, to protect the Company
against larceny and embezzlement, covering each officer and employee of the BDC who may
singly, or jointly with others, have access to the securities or funds of the BDC, either directly or
through authority to draw upon such funds of, or to direct generally, the disposition of such
securities, unless the officer or employee has such access solely through his position as an officer
or employee of a bank (each, a "covered person");
WHEREAS, Rule 17g-1 specifies that the bond may be in the form of (i) an individual
bond for each covered person, or a schedule or blanket bond covering such persons, (ii) a blanket
bond which names the Company as the only insured (a "single insured bond"), or (iii) a bond
which names the Company and one or more other parties as insureds (a "joint insured bond"), as
permitted by Rule 17g-1;
WHEREAS, the Rule requires that a majority of directors who are not "interested
persons" of the BDC approve periodically (but not less than once every 12 months) the
reasonableness of the form and amount of the bond, with due consideration to the value of the
aggregate assets of the Company to which any covered person may have access, the type and
terms of the arrangements made for the custody and safekeeping of such assets, and the nature of
securities and other investments to be held by the Company; and
WHEREAS, under the Rule, the Company is required to make certain filings with the
SEC and give certain notices to each member of the Board of Directors in connection with the
bond as specified in the accompanying memorandum attached hereto, and designate an officer
who shall make such filings and give such notices.
NOW, THEREFORE, BE IT RESOLVED, that having considered the expected
aggregate value of the securities and funds of the Company to which officers or employees of the
Company may have access (either directly or through authority to draw upon such funds or to
direct generally the disposition of such securities), the type and terms of the arrangements made
for the custody of such securities and funds, the nature of securities and other investments to be
held by the Company, the accounting procedures and controls of the Company, the nature and
method of conducting the operations of the Company, and the requirements of Section 17(g) of
the 1940 Act and Rule 17g-1 thereunder, it is determined that the amount, type, form, premium
and coverage of the bond, a copy of which is attached here to as Exhibit A, covering the officers
and employees of the Company and insuring the Company against loss from fraudulent or
dishonest acts, including larceny and embezzlement, issued by ACE American Insurance
Company in the amount of $6,000,000 and a premium of $16,250, (the "Fidelity Bond") are
hereby approved;
FURTHER RESOLVED, that the officers of the Company be, and they hereby are,
authorized to take all appropriate actions, with the advice of legal counsel to the Company, to
provide and maintain the Fidelity Bond on behalf of the Company; and
FURTHER RESOLVED, that the Secretary of the Company is hereby designated and
directed to:
(1) File with the SEC within 10 days after receipt of the executed Fidelity Bond, or
any amendment thereof:
(i) a copy of the Fidelity Bond;
(ii) a copy of each resolution of the Board of Directors, including a majority
of the directors who are not "interested persons" of the Company,
approving the amount, type, form and coverage of the Fidelity Bond and
the premium to be paid by the Company;
(iii) a statement as to the period for which premiums have been paid; and
(iv) a copy of any amendment to such agreement within 10 days after the
execution of such amendment.
(2) File with the SEC, in writing, within five days after the making of a claim under
the Fidelity Bond by the Company, a statement of the nature and amount thereof;
(3) File with the SEC, within five days after the receipt thereof, a copy of the terms
of the settlement of any claim under the Fidelity Bond by the Company; and
(4) Notify by registered mail each member of the Board of Directors at his or her last
known residence address of:
(i) any cancellation, termination or modification of the Fidelity Bond, not
less than 45 days prior to the effective date of the cancellation,
termination or modification;
(ii) the filing and the settlement of any claim under the Fidelity Bond by the
Company, at the time the filings required by (2) and (3) above are made
with the SEC; and
(iii) the filing and proposed terms of settlement of any claim under the
Fidelity Bond by any other named insured, within five days of the receipt
of a notice from the issuer of the Fidelity Bond.
These actions are taken this 23rd day February, 2017.
This Unanimous Written Consent may be signed in two or more counterparts, which together
shall constitute a single written consent.
/s/ Douglas W. Jamison /s/ W. Dillaway Ayres, Jr.
Douglas W. Jamison (Chairman) W. Dillaway Ayres, Jr.
/s/ Phillip A. Bauman /s/ Stacy R. Brandom
Phillip A. Bauman Stacy R. Brandom
/s/ Charles E. Ramsey /s/ Kevin M. Rendino
Charles E. Ramsey Kevin M. Rendino
/s/ Richard P. Shanley
Richard P. Shanley