August 15, 2006
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs:
Enclosed for filing on behalf of each of the regulated investment
companies listed on Attachment A pursuant to Rule 17g-1(g)(1)(B)(i), (ii) and
(v) under the Investment Company Act of 1940 ("1940 Act") are the following:
(i) a copy of the amended joint fidelity bond issued by ICI Mutual
Insurance Company naming each Fund listed on Attachment A (among others) as an
insured;
(ii) a copy of the resolutions of a majority of the board of
directors/trustees who are not "interested persons" of each registered
management investment company approving the type, form and coverage of the bond
and the portion of the premium to be paid by such company;
(iii) the amount of the single insured bond which each investment company
would have provided and maintained had it not been named as an insured under a
joint insured bond; and
(iv) a copy of the agreement between each investment company and all of
the other named insureds entered into pursuant to Rule 17g-1(f) under the 1940
Act.
The premium for the joint insured bond, including each listed Fund's
portion thereof, has been paid for the period from July 1, 2006 to June 30,
2007.
Please contact the undersigned with any questions or comments.
Sincerely,
Marie K. Karpinski
Vice President
MKK/see
Encl.
Attachment A
AMOUNT OF
1933 ACT 1940 ACT PORTION OF SINGLE
FUND FILE NO. FILE NO. PREMIUM INSURED BOND
---------------------------------------------- --------------- --------------- --------------- ---------------
Barrett Fund
Barrett Growth Fund 333-65225 811-09035 0.689% $ 225,000
Legg Mason Funds
Legg Mason Charles Street Trust, Inc. 333-44423 811-8611 1,000,000
Batterymarch U.S. Small Cap Equity Portfolio 1.838%
Legg Mason Global Trust, Inc.: 33-56672 811-07418 1,000,000
Global Income Trust 0.689%
Emerging Markets Trust 1.482%
International Equity Trust 1.482%
Legg Mason Growth Trust, Inc. 33-89090 811-08966 1.482% 1,000,000
Legg Mason Income Trust, Inc.: 33-12092 811-05029 1,000,000
Core Bond Fund 0.873%
Limited Duration Portfolio 1.482%
Investment Grade Income Portfolio 1.482%
High Yield Portfolio 1.213%
Legg Mason Investors Trust, Inc.: 33-62174 811-07692 1,250,000
Balanced Trust 0.873%
Financial Services Fund 0.873%
U.S. Small-Capitalization Value Trust 1.213%
American Leading Companies Trust 1.737%
Legg Mason Investment Trust, Inc.: 333-88715 811-09613
Opportunity Trust 4.308% 2,500,000
Legg Mason Light Street Trust, Inc.: 333-61525 811-08943
Classic Valuation Trust 0.982% 450,000
Legg Mason Special Investment Trust, Inc. 33-1271 811-04451 4.308% 2,300,000
Legg Mason Tax-Free Income Fund: 33-37971 811-06223 750,000
Pennsylvania Tax-Free Income Trust 0.873%
Tax-Free Intermediate-Term Income Trust 0.873%
Maryland Tax-Free Income Trust 1.086%
Legg Mason Value Trust, Inc. 2-75766 811-3380 24.123% 2,500,000
Western Asset Funds, Inc. 33-34929 811-06110 2,500,000
Western Asset Absolute Return Portfolio 0.873%
Western Asset Limited Duration 0.873%
Western Asset Intermediate Plus Portfolio 0.873%
Western Asset Non-U.S. Opportunity Portfolio 0.982%
Western Asset High Yield 1.737%
Western Asset Inflation Indexed Bond Portfolio 1.737%
Western Asset Intermediate Portfolio 1.737%
Western Asset Core Portfolio 4.308%
Western Asset Core Plus Portfolio 4.308%
Western Asset Income Fund, Inc. 2-46984 811-02351 1.086% 525,000
Western Asset Premier Bond Fund 333-75458 811-10603 1.482% 750,000
Western Asset/Claymore Funds
Western Asset/Claymore Treasury Inflation 333-107150 811-21403 1.737% 900,000
Western Asset/Claymore Treasury Inflation2 333-111316 811-21477 4.308% 1,250,000
---------------
$ 19,900,000.00
===============
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY
P.O. Box 730
Burlington, Vermont 05402-0730
DECLARATIONS
--------------------------------------------------------------------------------
Item 1. Name of Insured (the "Insured") Bond Number
Legg Mason Fund Adviser, Inc. 87028106B
Principal Address: 100 Light St., 29th Floor,
Baltimore, MD 21202
--------------------------------------------------------------------------------
Item 2. Bond Period: from 12:01 a.m. on July 1, 2006, to 12:01 a.m. on July
1, 2007, or the earlier effective date of the termination of this
Bond, standard time at the Principal Address as to each of said
dates.
--------------------------------------------------------------------------------
Item 3. Limit of Liability--
Subject to Sections 9, 10 and 12 hereof:
LIMIT OF DEDUCTIBLE
LIABILITY AMOUNT
Insuring Agreement A- FIDELITY $35,000,000 $100,000
Insuring Agreement B- AUDIT EXPENSE $50,000 $10,000
Insuring Agreement C- ON PREMISES $35,000,000 $100,000
Insuring Agreement D- IN TRANSIT $35,000,000 $100,000
Insuring Agreement E- FORGERY OR ALTERATION $35,000,000 $100,000
Insuring Agreement F- SECURITIES $35,000,000 $100,000
Insuring Agreement G- COUNTERFEIT CURRENCY $35,000,000 $100,000
Insuring Agreement H- UNCOLLECTIBLE ITEMS OF DEPOSIT $50,000 $25,000
Insuring Agreement I- PHONE/ELECTRONIC TRANSACTIONS $35,000,000 $100,000
If "Not Covered" is inserted opposite any Insuring Agreement above,
such Insuring Agreement and any reference thereto shall be deemed to
be deleted from this Bond.
OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:
Insuring Agreement J- COMPUTER SECURITY $35,000,000 $100,000
--------------------------------------------------------------------------------
Item 4. Offices or Premises Covered--All the Insured's offices or other
premises in existence at the time this Bond becomes effective are
covered under this Bond, except the offices or other premises
excluded by Rider. Offices or other premises acquired or established
after the effective date of this Bond are covered subject to the
terms of General Agreement A.
--------------------------------------------------------------------------------
Item 5. The liability of ICI Mutual Insurance Company (the "Underwriter") is
subject to the terms of the following Riders attached hereto:
Riders: 1-2-3-4-5-6-7-8-9-10-11
and of all Riders applicable to this Bond issued during the Bond
Period.
================================================================================
By: /S/ John T. Mulligan
------------------------------
Authorized Representative
INVESTMENT COMPANY BLANKET BOND
ICI Mutual Insurance Company (the "Underwriter"), in consideration of an agreed
premium, and in reliance upon the Application and all other information
furnished to the Underwriter by the Insured, and subject to and in accordance
with the Declarations, General Agreements, Provisions, Conditions and
Limitations and other terms of this bond (including all riders hereto) ("Bond"),
to the extent of the Limit of Liability and subject to the Deductible Amount,
agrees to indemnify the Insured for the loss, as described in the Insuring
Agreements, sustained by the Insured at any time but discovered during the Bond
Period.
INSURING AGREEMENTS
A. FIDELITY
Loss (including loss of Property) caused by any Dishonest or Fraudulent
Act or Theft committed by an Employee anywhere, alone or in collusion with
other persons (whether or not Employees), during the time such Employee
has the status of an Employee as defined herein, and even if such loss is
not discovered until after he or she ceases to be an Employee, EXCLUDING
loss covered under Insuring Agreement B.
B. AUDIT EXPENSE
Expense incurred by the Insured for that part of audits or examinations
required by any governmental regulatory authority or Self Regulatory
Organization to be conducted by such authority or Organization or by an
independent accountant or other person, by reason of the discovery of loss
sustained by the Insured and covered by this Bond.
C. ON PREMISES
Loss of Property (including damage thereto or destruction thereof) located
or reasonably believed by the Insured to be located within the Insured's
offices or premises, caused by Theft or by any Dishonest or Fraudulent Act
or through Mysterious Disappearance, EXCLUDING loss covered under Insuring
Agreement A.
D. IN TRANSIT
Loss of Property (including damage thereto or destruction thereof) while
the Property is in transit in the custody of any person authorized by an
Insured to act as a messenger, except while in the mail or with a carrier
for hire (other than a Security Company), EXCLUDING loss covered under
Insuring Agreement A. Property is "in transit" beginning immediately upon
receipt of such Property by the transporting person and ending immediately
upon delivery at the specified destination.
E. FORGERY OR ALTERATION
Loss caused by the Forgery or Alteration of or on (1) any bills of
exchange, checks, drafts, or other written orders or directions to pay
certain sums in money, acceptances, certificates of deposit, due bills,
money orders, or letters of credit; or (2) other written instructions,
requests or applications to the Insured, authorizing or acknowledging the
transfer, payment, redemption, delivery or receipt of Property, or giving
notice of any bank account, which instructions or requests or applications
purport to have been signed or endorsed by (a) any customer of the
Insured, or (b) any shareholder of or subscriber to shares issued by any
Investment Company, or (c) any financial or banking institution or
stockbroker; or (3) withdrawal orders or receipts for the withdrawal of
Property, or receipts or certificates of deposit for Property and bearing
the name of the Insured as issuer or of another Investment Company for
which the Insured acts as agent.
This Insuring Agreement E does not cover loss caused by Forgery or
Alteration of Securities or loss covered under Insuring Agreement A.
F. SECURITIES
Loss resulting from the Insured, in good faith, in the ordinary course of
business, and in any capacity whatsoever, whether for its own account or
for the account of others, having acquired, accepted or received, or sold
or delivered, or given any value, extended any credit or assumed any
liability on the faith of any Securities, where such loss results from the
fact that such Securities (1) were Counterfeit, or (2) were lost or
stolen, or (3) contain a Forgery or Alteration, and notwithstanding
whether or not the act of the Insured causing such loss violated the
constitution, by-laws, rules or regulations of any Self Regulatory
Organization, whether or not the Insured was a member thereof, EXCLUDING
loss covered under Insuring Agreement A.
G. COUNTERFEIT CURRENCY
Loss caused by the Insured in good faith having received or accepted (1)
any money orders which prove to be Counterfeit or to contain an Alteration
or (2) paper currencies or coin of the United States of America or Canada
which prove to be Counterfeit.
This Insuring Agreement G does not cover loss covered under Insuring
Agreement A.
H. UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from the payment of dividends, issuance of Fund shares or
redemptions or exchanges permitted from an account with the Fund as a
consequence of
(1) uncollectible Items of Deposit of a Fund's customer, shareholder or
subscriber credited by the Insured or its agent to such person's
Fund account, or
(2) any Item of Deposit processed through an automated clearing house
which is reversed by a Fund's customer, shareholder or subscriber
and is deemed uncollectible by the Insured;
PROVIDED, that (a) Items of Deposit shall not be deemed uncollectible
until the Insured's collection procedures have failed, (b) exchanges of
shares between Funds with exchange privileges shall be covered hereunder
only if all such Funds are insured by the Underwriter for uncollectible
Items of Deposit, and (c) the Insured Fund shall have implemented and
maintained a policy to hold Items of Deposit for the minimum number of
days stated in its Application (as amended from time to time) before
paying any dividend or permitting any withdrawal with respect to such
Items of Deposit (other than exchanges between Funds). Regardless of the
number of transactions between Funds in an exchange program, the minimum
number of days an Item of Deposit must be held shall begin from the date
the Item of Deposit was first credited to any Insured Fund.
This Insuring Agreement H does not cover loss covered under Insuring
Agreement A.
I. PHONE/ELECTRONIC TRANSACTIONS
Loss caused by a Phone/Electronic Transaction, where the request for such
Phone/Electronic Transaction:
(1) is transmitted to the Insured or its agents by voice over the
telephone or by Electronic Transmission; and
(2) is made by an individual purporting to be a Fund shareholder or
subscriber or an authorized agent of a Fund shareholder or
subscriber; and
(3) is unauthorized or fraudulent and is made with the manifest intent
to deceive;
PROVIDED, that the entity receiving such request generally maintains and
follows during the Bond Period all Phone/Electronic Transaction Security
Procedures with respect to all Phone/Electronic Transactions; and
EXCLUDING loss resulting from:
(1) the failure to pay for shares attempted to be purchased; or
(2) any redemption of Investment Company shares which had been
improperly credited to a shareholder's account where such
shareholder (a) did not cause, directly or indirectly, such shares
to be credited to such account, and (b) directly or indirectly
received any proceeds or other benefit from such redemption; or
(3) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be paid or made
payable to other than (a) the Shareholder of Record, or (b) any
other person or bank account designated to receive redemption
proceeds (i) in the initial account application, or (ii) in writing
(not to include Electronic Transmission) accompanied by a signature
guarantee; or
(4) any redemption of shares issued by an Investment Company where the
proceeds of such redemption were requested to be sent to other than
any address for such account which was designated (a) in the initial
account application, or (b) in writing (not to include Electronic
Transmission), where such writing is received at least one (1) day
prior to such redemption request, or (c) by voice over the telephone
or by Electronic Transmission at least fifteen (15) days prior to
such redemption; or
(5) the intentional failure to adhere to one or more Phone/Electronic
Transaction Security Procedures; or
(6) a Phone/Electronic Transaction request transmitted by electronic
mail or transmitted by any method not subject to the
Phone/Electronic Transaction Security Procedures; or
(7) the failure or circumvention of any physical or electronic
protection device, including any firewall, that imposes restrictions
on the flow of electronic traffic in or out of any Computer System.
This Insuring Agreement I does not cover loss covered under Insuring
Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".
GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE
1. Except as provided in paragraph 2 below, this Bond shall apply to
any additional office(s) established by the Insured during the Bond
Period and to all Employees during the Bond Period, without the need
to give notice thereof or pay additional premiums to the Underwriter
for the Bond Period.
2. If during the Bond Period an Insured Investment Company shall merge
or consolidate with an institution in which such Insured is the
surviving entity, or purchase substantially all the assets or
capital stock of another institution, or acquire or create a
separate investment portfolio, and shall within sixty (60) days
notify the Underwriter thereof, then this Bond shall automatically
apply to the Property and Employees resulting from such merger,
consolidation, acquisition or creation from the date thereof;
provided, that the Underwriter may make such coverage contingent
upon the payment of an additional premium.
B. WARRANTY
No statement made by or on behalf of the Insured, whether contained in the
Application or otherwise, shall be deemed to be an absolute warranty, but
only a warranty that such statement is true to the best of the knowledge
of the person responsible for such statement.
C. COURT COSTS AND ATTORNEYS' FEES
The Underwriter will indemnify the Insured against court costs and
reasonable attorneys' fees incurred and paid by the Insured in defense of
any legal proceeding brought against the Insured claiming that the Insured
is liable for any loss, claim or damage which, if established against the
Insured, would constitute a loss sustained by the Insured covered under
the terms of this Bond; provided, however, that with respect to Insuring
Agreement A this indemnity shall apply only in the event that
1. an Employee admits to having committed or is adjudicated to have
committed a Dishonest or Fraudulent Act or Theft which caused the
loss; or
2. in the absence of such an admission or adjudication, an arbitrator
or arbitrators acceptable to the Insured and the Underwriter
concludes, after a review of an agreed statement of facts, that an
Employee has committed a Dishonest or Fraudulent Act or Theft which
caused the loss.
The Insured shall promptly give notice to the Underwriter of any such
legal proceeding and upon request shall furnish the Underwriter with
copies of all pleadings and other papers therein. At the Underwriter's
election the Insured shall permit the Underwriter to conduct the defense
of such legal proceeding in the Insured's name, through attorneys of the
Underwriter's selection. In such event, the Insured shall give all
reasonable information and assistance which the Underwriter shall deem
necessary to the proper defense of such legal proceeding.
If the amount of the Insured's liability or alleged liability in any such
legal proceeding is greater than the amount which the Insured would be
entitled to recover under this Bond (other than pursuant to this General
Agreement C), or if a Deductible Amount is applicable, or both, the
indemnity liability of the Underwriter under this General Agreement C is
limited to the proportion of court costs and attorneys' fees incurred and
paid by the Insured or by the Underwriter that the amount which the
Insured would be entitled to recover under this Bond (other than pursuant
to this General Agreement C) bears to the sum of such amount plus the
amount which the Insured is not entitled to recover. Such indemnity shall
be in addition to the Limit of Liability for the applicable Insuring
Agreement.
THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms used in this Bond shall have the meanings stated in this
Section:
A. "Alteration" means the marking, changing or altering in a material
way of the terms, meaning or legal effect of a document with the
intent to deceive.
B. "Application" means the Insured's application (and any attachments
and materials submitted in connection therewith) furnished to the
Underwriter for this Bond.
C. "Computer System" means (1) computers with related peripheral
components, including storage components, (2) systems and
applications software, (3) terminal devices, (4) related
communications networks or customer communication systems, and (5)
related electronic funds transfer systems; by which data or monies
are electronically collected, transmitted, processed, stored or
retrieved.
D. "Counterfeit" means, with respect to any item, one which is false
but is intended to deceive and to be taken for the original
authentic item.
E. "Deductible Amount" means, with respect to any Insuring Agreement,
the amount set forth under the heading "Deductible Amount" in Item 3
of the Declarations or in any Rider for such Insuring Agreement,
applicable to each Single Loss covered by such Insuring Agreement.
F. "Depository" means any "securities depository" (other than any
foreign securities depository) in which an Investment Company may
deposit its Securities in accordance with Rule 17f-4 under the
Investment Company Act of 1940.
G. "Dishonest or Fraudulent Act" means any dishonest or fraudulent act,
including "larceny and embezzlement" as defined in Section 37 of the
Investment Company Act of 1940, committed with the conscious
manifest intent (1) to cause the Insured to sustain a loss and (2)
to obtain financial benefit for the perpetrator or any other person
(other than salaries, commissions, fees, bonuses, awards, profit
sharing, pensions or other employee benefits). A Dishonest or
Fraudulent Act does not mean or include a reckless act, a negligent
act, or a grossly negligent act.
H. "Electronic Transmission" means any transmission effected by
electronic means, including but not limited to a transmission
effected by telephone tones, Telefacsimile, wireless device, or over
the Internet.
I. "Employee" means:
(1) each officer, director, trustee, partner or employee of the
Insured, and
(2) each officer, director, trustee, partner or employee of any
predecessor of the Insured whose principal assets are acquired
by the Insured by consolidation or merger with, or purchase of
assets or capital stock of, such predecessor, and
(3) each attorney performing legal services for the Insured and
each employee of such attorney or of the law firm of such
attorney while performing services for the Insured, and
(4) each student who is an authorized intern of the Insured, while
in any of the Insured's offices, and
(5) each officer, director, trustee, partner or employee of
(a) an investment adviser,
(b) an underwriter (distributor),
(c) a transfer agent or shareholder accounting recordkeeper,
or
(d) an administrator authorized by written agreement to keep
financial and/or other required records,
for an Investment Company named as an Insured, but only while
(i) such officer, partner or employee is performing acts
coming within the scope of the usual duties of an officer or
employee of an Insured, or (ii) such officer, director,
trustee, partner or employee is acting as a member of any
committee duly elected or appointed to examine or audit or
have custody of or access to the Property of the Insured, or
(iii) such director or trustee (or anyone acting in a similar
capacity) is acting outside the scope of the usual duties of a
director or trustee; provided, that the term "Employee" shall
not include any officer, director, trustee, partner or
employee of a transfer agent, shareholder accounting
recordkeeper or administrator (x) which is not an "affiliated
person" (as defined in Section 2(a) of the Investment Company
Act of 1940) of an Investment Company named as Insured or of
the adviser or underwriter of such Investment Company, or (y)
which is a "Bank" (as defined in Section 2(a) of the
Investment Company Act of 1940), and
(6) each individual assigned, by contract or by any agency
furnishing temporary personnel, in either case on a contingent
or part-time basis, to perform the usual duties of an employee
in any office of the Insured, and
(7) each individual assigned to perform the usual duties of an
employee or officer of any entity authorized by written
agreement with the Insured to perform services as electronic
data processor of checks or other accounting records of the
Insured, but excluding a processor which acts as transfer
agent or in any other agency capacity for the Insured in
issuing checks, drafts or securities, unless included under
subsection (5) hereof, and
(8) each officer, partner or employee of
(a) any Depository or Exchange,
(b) any nominee in whose name is registered any Security
included in the systems for the central handling of
securities established and maintained by any Depository,
and
(c) any recognized service company which provides clerks or
other personnel to any Depository or Exchange on a
contract basis,
while such officer, partner or employee is performing services
for any Depository in the operation of systems for the central
handling of securities, and
(9) in the case of an Insured which is an "employee benefit plan"
(as defined in Section 3 of the Employee Retirement Income
Security Act of 1974 ("ERISA")) for officers, directors or
employees of another Insured ("In-House Plan"), any
"fiduciary" or other "plan official" (within the meaning of
Section 412 of ERISA) of such In-House Plan, provided that
such fiduciary or other plan official is a director, partner,
officer, trustee or employee of an Insured (other than an
In-House Plan).
Each employer of temporary personnel and each entity referred to in
subsections (6) and (7) and their respective partners, officers and
employees shall collectively be deemed to be one person for all the
purposes of this Bond.
Brokers, agents, independent contractors, or representatives of the same
general character shall not be considered Employees, except as provided in
subsections (3), (6), and (7).
J. "Exchange" means any national securities exchange registered under
the Securities Exchange Act of 1934.
K. "Forgery" means the physical signing on a document of the name of
another person (whether real or fictitious) with the intent to
deceive. A Forgery may be by means of mechanically reproduced
facsimile signatures as well as handwritten signatures. Forgery does
not include the signing of an individual's own name, regardless of
such individual's authority, capacity or purpose.
L. "Items of Deposit" means one or more checks or drafts.
M. "Investment Company" or "Fund" means an investment company
registered under the Investment Company Act of 1940.
N. "Limit of Liability" means, with respect to any Insuring Agreement,
the limit of liability of the Underwriter for any Single Loss
covered by such Insuring Agreement as set forth under the heading
"Limit of Liability" in Item 3 of the Declarations or in any Rider
for such Insuring Agreement.
O. "Mysterious Disappearance" means any disappearance of Property
which, after a reasonable investigation has been conducted, cannot
be explained.
P. "Non-Fund" means any corporation, business trust, partnership, trust
or other entity which is not an Investment Company.
Q. "Phone/Electronic Transaction Security Procedures" means security
procedures for Phone/Electronic Transactions as provided in writing
to the Underwriter.
R. "Phone/Electronic Transaction" means any (1) redemption of shares
issued by an Investment Company, (2) election concerning dividend
options available to Fund shareholders, (3) exchange of shares in a
registered account of one Fund into shares in an identically
registered account of another Fund in the same complex pursuant to
exchange privileges of the two Funds, or (4) purchase of shares
issued by an Investment Company, which redemption, election,
exchange or purchase is requested by voice over the telephone or
through an Electronic Transmission.
S. "Property" means the following tangible items: money, postage and
revenue stamps, precious metals, Securities, bills of exchange,
acceptances, checks, drafts, or other written orders or directions
to pay sums certain in money, certificates of deposit, due bills,
money orders, letters of credit, financial futures contracts,
conditional sales contracts, abstracts of title, insurance policies,
deeds, mortgages, and assignments of any of the foregoing, and other
valuable papers, including books of account and other records used
by the Insured in the conduct of its business, and all other
instruments similar to or in the nature of the foregoing (but
excluding all data processing records), in which the Insured has an
interest or in which the Insured acquired or should have acquired an
interest by reason of a predecessor's declared financial condition
at the time of the Insured's consolidation or merger with, or
purchase of the principal assets of, such predecessor or which are
held by the Insured for any purpose or in any capacity.
T. "Securities" means original negotiable or non-negotiable agreements
or instruments which represent an equitable or legal interest,
ownership or debt (including stock certificates, bonds, promissory
notes, and assignments thereof), which are in the ordinary course of
business and transferable by physical delivery with appropriate
endorsement or assignment. "Securities" does not include bills of
exchange, acceptances, certificates of deposit, checks, drafts, or
other written orders or directions to pay sums certain in money, due
bills, money orders, or letters of credit.
U. "Security Company" means an entity which provides or purports to
provide the transport of Property by secure means, including,
without limitation, by use of armored vehicles or guards.
V. "Self Regulatory Organization" means any association of investment
advisers or securities dealers registered under the federal
securities laws, or any Exchange.
W. "Shareholder of Record" means the record owner of shares issued by
an Investment Company or, in the case of joint ownership of such
shares, all record owners, as designated (1) in the initial account
application, or (2) in writing accompanied by a signature guarantee,
or (3) pursuant to procedures as set forth in the Application.
X. "Single Loss" means:
(1) all loss resulting from any one actual or attempted Theft
committed by one person, or
(2) all loss caused by any one act (other than a Theft or a
Dishonest or Fraudulent Act) committed by one person, or
(3) all loss caused by Dishonest or Fraudulent Acts committed by
one person, or
(4) all expenses incurred with respect to any one audit or
examination, or
(5) all loss caused by any one occurrence or event other than
those specified in subsections (1) through (4) above.
All acts or omissions of one or more persons which directly or
indirectly aid or, by failure to report or otherwise, permit the
continuation of an act referred to in subsections (1) through (3)
above of any other person shall be deemed to be the acts of such
other person for purposes of this subsection.
All acts or occurrences or events which have as a common nexus any
fact, circumstance, situation, transaction or series of facts,
circumstances, situations, or transactions shall be deemed to be one
act, one occurrence, or one event.
Y. "Telefacsimile" means a system of transmitting and reproducing fixed
graphic material (as, for example, printing) by means of signals
transmitted over telephone lines or over the Internet.
Z. "Theft" means robbery, burglary or hold-up, occurring with or
without violence or the threat of violence.
SECTION 2. EXCLUSIONS
THIS BOND DOES NOT COVER:
A. Loss resulting from (1) riot or civil commotion outside the United
States of America and Canada, or (2) war, revolution, insurrection,
action by armed forces, or usurped power, wherever occurring; except
if such loss occurs in transit, is otherwise covered under Insuring
Agreement D, and when such transit was initiated, the Insured or any
person initiating such transit on the Insured's behalf had no
knowledge of such riot, civil commotion, war, revolution,
insurrection, action by armed forces, or usurped power.
B. Loss in time of peace or war resulting from nuclear fission or
fusion or radioactivity, or biological or chemical agents or
hazards, or fire, smoke, or explosion, or the effects of any of the
foregoing.
C. Loss resulting from any Dishonest or Fraudulent Act committed by any
person while acting in the capacity of a member of the Board of
Directors or any equivalent body of the Insured or of any other
entity.
D. Loss resulting from any nonpayment or other default of any loan or
similar transaction made by the Insured or any of its partners,
directors, officers or employees, whether or not authorized and
whether procured in good faith or through a Dishonest or Fraudulent
Act, unless such loss is otherwise covered under Insuring Agreement
A, E or F.
E. Loss resulting from any violation by the Insured or by any Employee
of any law, or any rule or regulation pursuant thereto or adopted by
a Self Regulatory Organization, regulating the issuance, purchase or
sale of securities, securities transactions upon security exchanges
or over the counter markets, Investment Companies, or investment
advisers, unless such loss, in the absence of such law, rule or
regulation, would be covered under Insuring Agreement A, E or F.
F. Loss of Property while in the custody of any Security Company,
unless such loss is covered under this Bond and is in excess of the
amount recovered or received by the Insured under (1) the Insured's
contract with such Security Company, and (2) insurance or indemnity
of any kind carried by such Security Company for the benefit of, or
otherwise available to, users of its service, in which case this
Bond shall cover only such excess, subject to the applicable Limit
of Liability and Deductible Amount.
G. Potential income, including but not limited to interest and
dividends, not realized by the Insured because of a loss covered
under this Bond, except when covered under Insuring Agreement H.
H. Loss in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages, or (2) taxes,
fines, or penalties, including without limitation two-thirds of
treble damage awards pursuant to judgments under any statute or
regulation.
I. Loss resulting from the surrender of Property away from an office of
the Insured as a result of a threat
(1) to do bodily harm to any person, except loss of Property in
transit in the custody of any person acting as messenger as a
result of a threat to do bodily harm to such person, if the
Insured had no knowledge of such threat at the time such
transit was initiated, or
(2) to do damage to the premises or Property of the Insured,
unless such loss is otherwise covered under Insuring Agreement
A.
J. All costs, fees and other expenses incurred by the Insured in
establishing the existence of or amount of loss covered under this
Bond, except to the extent certain audit expenses are covered under
Insuring Agreement B.
K. Loss resulting from payments made to or withdrawals from any
account, involving funds erroneously credited to such account,
unless such loss is otherwise covered under Insuring Agreement A.
L. Loss resulting from uncollectible Items of Deposit which are drawn
upon a financial institution outside the United States of America,
its territories and possessions, or Canada.
M. Loss resulting from the Dishonest or Fraudulent Acts, Theft, or
other acts or omissions of an Employee primarily engaged in the sale
of shares issued by an Investment Company to persons other than (1)
a person registered as a broker under the Securities Exchange Act of
1934 or (2) an "accredited investor" as defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, which is not an
individual.
N. Loss resulting from the use of credit, debit, charge, access,
convenience, identification, cash management or other cards, whether
such cards were issued or purport to have been issued by the Insured
or by anyone else, unless such loss is otherwise covered under
Insuring Agreement A.
O. Loss resulting from any purchase, redemption or exchange of
securities issued by an Investment Company or other Insured, or any
other instruction, request, acknowledgement, notice or transaction
involving securities issued by an Investment Company or other
Insured or the dividends in respect thereof, when any of the
foregoing is requested, authorized or directed or purported to be
requested, authorized or directed by voice over the telephone or by
Electronic Transmission, unless such loss is otherwise covered under
Insuring Agreement A or Insuring Agreement I.
P. Loss resulting from any Dishonest or Fraudulent Act or Theft
committed by an Employee as defined in Section 1.I(2), unless such
loss (1) could not have been reasonably discovered by the due
diligence of the Insured at or prior to the time of acquisition by
the Insured of the assets acquired from a predecessor, and (2) arose
out of a lawsuit or valid claim brought against the Insured by a
person unaffiliated with the Insured or with any person affiliated
with the Insured.
Q. Loss resulting from the unauthorized entry of data into, or the
deletion or destruction of data in, or the change of data elements
or programs within, any Computer System, unless such loss is
otherwise covered under Insuring Agreement A.
SECTION 3. ASSIGNMENT OF RIGHTS
Upon payment to the Insured hereunder for any loss, the Underwriter shall
be subrogated to the extent of such payment to all of the Insured's rights
and claims in connection with such loss; provided, however, that the
Underwriter shall not be subrogated to any such rights or claims one named
Insured under this Bond may have against another named Insured under this
Bond. At the request of the Underwriter, the Insured shall execute all
assignments or other documents and take such action as the Underwriter may
deem necessary or desirable to secure and perfect such rights and claims,
including the execution of documents necessary to enable the Underwriter
to bring suit in the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind the
Underwriter without the Underwriter's written consent.
SECTION 4. LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS
This Bond is for the use and benefit only of the Insured and the
Underwriter shall not be liable hereunder for loss sustained by anyone
other than the Insured, except that if the Insured includes such other
loss in the Insured's proof of loss, the Underwriter shall consider its
liability therefor. As soon as practicable and not more than sixty (60)
days after discovery of any loss covered hereunder, the Insured shall give
the Underwriter written notice thereof and, as soon as practicable and
within one year after such discovery, shall also furnish to the
Underwriter affirmative proof of loss with full particulars. The
Underwriter may extend the sixty day notice period or the one year proof
of loss period if the Insured requests an extension and shows good cause
therefor.
See also General Agreement C (Court Costs and Attorneys' Fees).
The Underwriter shall not be liable hereunder for loss of Securities
unless each of the Securities is identified in such proof of loss by a
certificate or bond number or by such identification means as the
Underwriter may require. The Underwriter shall have a reasonable period
after receipt of a proper affirmative proof of loss within which to
investigate the claim, but where the loss is of Securities and is clear
and undisputed, settlement shall be made within forty-eight (48) hours
even if the loss involves Securities of which duplicates may be obtained.
The Insured shall not bring legal proceedings against the Underwriter to
recover any loss hereunder prior to sixty (60) days after filing such
proof of loss or subsequent to twenty-four (24) months after the discovery
of such loss or, in the case of a legal proceeding to recover hereunder on
account of any judgment against the Insured in or settlement of any suit
mentioned in General Agreement C or to recover court costs or attorneys'
fees paid in any such suit, twenty-four (24) months after the date of the
final judgment in or settlement of such suit. If any limitation in this
Bond is prohibited by any applicable law, such limitation shall be deemed
to be amended to be equal to the minimum period of limitation permitted by
such law.
Notice hereunder shall be given to Manager, Professional Liability Claims,
ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont
05402-0730.
SECTION 5. DISCOVERY
For all purposes under this Bond, a loss is discovered, and discovery of a
loss occurs, when the Insured
(1) becomes aware of facts, or
(2) receives notice of an actual or potential claim by a third party
which alleges that the Insured is liable under circumstances, which
would cause a reasonable person to assume that loss covered by this
Bond has been or is likely to be incurred even though the exact
amount or details of loss may not be known.
SECTION 6. VALUATION OF PROPERTY
For the purpose of determining the amount of any loss hereunder, the value
of any Property shall be the market value of such Property at the close of
business on the first business day before the discovery of such loss;
except that
(1) the value of any Property replaced by the Insured prior to the
payment of a claim therefor shall be the actual market value of such
Property at the time of replacement, but not in excess of the market
value of such Property on the first business day before the
discovery of the loss of such Property;
(2) the value of Securities which must be produced to exercise
subscription, conversion, redemption or deposit privileges shall be
the market value of such privileges immediately preceding the
expiration thereof if the loss of such Securities is not discovered
until after such expiration, but if there is no quoted or other
ascertainable market price for such Property or privileges referred
to in clauses (1) and (2), their value shall be fixed by agreement
between the parties or by arbitration before an arbitrator or
arbitrators acceptable to the parties; and
(3) the value of books of accounts or other records used by the Insured
in the conduct of its business shall be limited to the actual cost
of blank books, blank pages or other materials if the books or
records are reproduced plus the cost of labor for the transcription
or copying of data furnished by the Insured for reproduction.
SECTION 7. LOST SECURITIES
The maximum liability of the Underwriter hereunder for lost Securities
shall be the payment for, or replacement of, such Securities having an
aggregate value not to exceed the applicable Limit of Liability. If the
Underwriter shall make payment to the Insured for any loss of securities,
the Insured shall assign to the Underwriter all of the Insured's right,
title and interest in and to such Securities. In lieu of such payment, the
Underwriter may, at its option, replace such lost Securities, and in such
case the Insured shall cooperate to effect such replacement. To effect the
replacement of lost Securities, the Underwriter may issue or arrange for
the issuance of a lost instrument bond. If the value of such Securities
does not exceed the applicable Deductible Amount (at the time of the
discovery of the loss), the Insured will pay the usual premium charged for
the lost instrument bond and will indemnify the issuer of such bond
against all loss and expense that it may sustain because of the issuance
of such bond.
If the value of such Securities exceeds the applicable Deductible Amount
(at the time of discovery of the loss), the Insured will pay a proportion
of the usual premium charged for the lost instrument bond, equal to the
percentage that the applicable Deductible Amount bears to the value of
such Securities upon discovery of the loss, and will indemnify the issuer
of such bond against all loss and expense that is not recovered from the
Underwriter under the terms and conditions of this Bond, subject to the
applicable Limit of Liability.
SECTION 8. SALVAGE
If any recovery is made, whether by the Insured or the Underwriter, on
account of any loss within the applicable Limit of Liability hereunder,
the Underwriter shall be entitled to the full amount of such recovery to
reimburse the Underwriter for all amounts paid hereunder with respect to
such loss. If any recovery is made, whether by the Insured or the
Underwriter, on account of any loss in excess of the applicable Limit of
Liability hereunder plus the Deductible Amount applicable to such loss
from any source other than suretyship, insurance, reinsurance, security or
indemnity taken by or for the benefit of the Underwriter, the amount of
such recovery, net of the actual costs and expenses of recovery, shall be
applied to reimburse the Insured in full for the portion of such loss in
excess of such Limit of Liability, and the remainder, if any, shall be
paid first to reimburse the Underwriter for all amounts paid hereunder
with respect to such loss and then to the Insured to the extent of the
portion of such loss within the Deductible Amount. The Insured shall
execute all documents which the Underwriter deems necessary or desirable
to secure to the Underwriter the rights provided for herein.
SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY
Prior to its termination, this Bond shall continue in force up to the
Limit of Liability for each Insuring Agreement for each Single Loss,
notwithstanding any previous loss (other than such Single Loss) for which
the Underwriter may have paid or be liable to pay hereunder; PROVIDED,
however, that regardless of the number of years this Bond shall continue
in force and the number of premiums which shall be payable or paid, the
liability of the Underwriter under this Bond with respect to any Single
Loss shall be limited to the applicable Limit of Liability irrespective of
the total amount of such Single Loss and shall not be cumulative in
amounts from year to year or from period to period.
SECTION 10. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
The maximum liability of the Underwriter for any Single Loss covered by
any Insuring Agreement under this Bond shall be the Limit of Liability
applicable to such Insuring Agreement, subject to the applicable
Deductible Amount and the other provisions of this Bond. Recovery for any
Single Loss may not be made under more than one Insuring Agreement. If any
Single Loss covered under this Bond is recoverable or recovered in whole
or in part because of an unexpired discovery period under any other bonds
or policies issued by the Underwriter to the Insured or to any predecessor
in interest of the Insured, the maximum liability of the Underwriter shall
be the greater of either (1) the applicable Limit of Liability under this
Bond, or (2) the maximum liability of the Underwriter under such other
bonds or policies.
SECTION 11. OTHER INSURANCE
Notwithstanding anything to the contrary herein, if any loss covered by
this Bond shall also be covered by other insurance or suretyship for the
benefit of the Insured, the Underwriter shall be liable hereunder only for
the portion of such loss in excess of the amount recoverable under such
other insurance or suretyship, but not exceeding the applicable Limit of
Liability of this Bond.
SECTION 12. DEDUCTIBLE AMOUNT
The Underwriter shall not be liable under any Insuring Agreement unless
the amount of the loss covered thereunder, after deducting the net amount
of all reimbursement and/or recovery received by the Insured with respect
to such loss (other than from any other bond, suretyship or insurance
policy or as an advance by the Underwriter hereunder) shall exceed the
applicable Deductible Amount; in such case the Underwriter shall be liable
only for such excess, subject to the applicable Limit of Liability and the
other terms of this Bond.
No Deductible Amount shall apply to any loss covered under Insuring
Agreement A sustained by any Investment Company named as an Insured.
SECTION 13. TERMINATION
The Underwriter may terminate this Bond as to any Insured or all Insureds
only by written notice to such Insured or Insureds and, if this Bond is
terminated as to any Investment Company, to each such Investment Company
terminated thereby and to the Securities and Exchange Commission,
Washington, D.C., in all cases not less than sixty (60) days prior to the
effective date of termination specified in such notice.
The Insured may terminate this Bond only by written notice to the
Underwriter not less than sixty (60) days prior to the effective date of
the termination specified in such notice. Notwithstanding the foregoing,
when the Insured terminates this Bond as to any Investment Company, the
effective date of termination shall be not less than sixty (60) days from
the date the Underwriter provides written notice of the termination to
each such Investment Company terminated thereby and to the Securities and
Exchange Commission, Washington, D.C.
This Bond will terminate as to any Insured that is a Non-Fund immediately
and without notice upon (1) the takeover of such Insured's business by any
State or Federal official or agency, or by any receiver or liquidator, or
(2) the filing of a petition under any State or Federal statute relative
to bankruptcy or reorganization of the Insured, or assignment for the
benefit of creditors of the Insured.
Premiums are earned until the effective date of termination. The
Underwriter shall refund the unearned premium computed at short rates in
accordance with the Underwriter's standard short rate cancellation tables
if this Bond is terminated by the Insured or pro rata if this Bond is
terminated by the Underwriter.
Upon the detection by any Insured that an Employee has committed any
Dishonest or Fraudulent Act(s) or Theft, the Insured shall immediately
remove such Employee from a position that may enable such Employee to
cause the Insured to suffer a loss by any subsequent Dishonest or
Fraudulent Act(s) or Theft. The Insured, within two (2) business days of
such detection, shall notify the Underwriter with full and complete
particulars of the detected Dishonest or Fraudulent Act(s) or Theft.
For purposes of this section, detection occurs when any partner, officer,
or supervisory employee of any Insured, who is not in collusion with such
Employee, becomes aware that the Employee has committed any Dishonest or
Fraudulent Act(s) or Theft.
This Bond shall terminate as to any Employee by written notice from the
Underwriter to each Insured and, if such Employee is an Employee of an
Insured Investment Company, to the Securities and Exchange Commission, in
all cases not less than sixty (60) days prior to the effective date of
termination specified in such notice.
SECTION 14. RIGHTS AFTER TERMINATION
At any time prior to the effective date of termination of this Bond as to
any Insured, such Insured may, by written notice to the Underwriter, elect
to purchase the right under this Bond to an additional period of twelve
(12) months within which to discover loss sustained by such Insured prior
to the effective date of such termination and shall pay an additional
premium therefor as the Underwriter may require.
Such additional discovery period shall terminate immediately and without
notice upon the takeover of such Insured's business by any State or
Federal official or agency, or by any receiver or liquidator. Promptly
after such termination the Underwriter shall refund to the Insured any
unearned premium.
The right to purchase such additional discovery period may not be
exercised by any State or Federal official or agency, or by any receiver
or liquidator, acting or appointed to take over the Insured's business.
SECTION 15. CENTRAL HANDLING OF SECURITIES
The Underwriter shall not be liable for loss in connection with the
central handling of securities within the systems established and
maintained by any Depository ("Systems"), unless the amount of such loss
exceeds the amount recoverable or recovered under any bond or policy or
participants' fund insuring the Depository against such loss (the
"Depository's Recovery"); in such case the Underwriter shall be liable
hereunder only for the Insured's share of such excess loss, subject to the
applicable Limit of Liability, the Deductible Amount and the other terms
of this Bond.
For determining the Insured's share of such excess loss, (1) the Insured
shall be deemed to have an interest in any certificate representing any
security included within the Systems equivalent to the interest the
Insured then has in all certificates representing the same security
included within the Systems; (2) the Depository shall have reasonably and
fairly apportioned the Depository's Recovery among all those having an
interest as recorded by appropriate entries in the books and records of
the Depository in Property involved in such loss, so that each such
interest shall share in the Depository's Recovery in the ratio that the
value of each such interest bears to the total value of all such
interests; and (3) the Insured's share of such excess loss shall be the
amount of the Insured's interest in such Property in excess of the
amount(s) so apportioned to the Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or Exchange
or any nominee in whose name is registered any security included within
the Systems.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one entity is named as the Insured:
A. the total liability of the Underwriter hereunder for each Single
Loss shall not exceed the Limit of Liability which would be
applicable if there were only one named Insured, regardless of the
number of Insured entities which sustain loss as a result of such
Single Loss,
B. the Insured first named in Item 1 of the Declarations shall be
deemed authorized to make, adjust, and settle, and receive and
enforce payment of, all claims hereunder as the agent of each other
Insured for such purposes and for the giving or receiving of any
notice required or permitted to be given hereunder; provided, that
the Underwriter shall promptly furnish each named Insured Investment
Company with (1) a copy of this Bond and any amendments thereto, (2)
a copy of each formal filing of a claim hereunder by any other
Insured, and (3) notification of the terms of the settlement of each
such claim prior to the execution of such settlement,
C. the Underwriter shall not be responsible or have any liability for
the proper application by the Insured first named in Item 1 of the
Declarations of any payment made hereunder to the first named
Insured,
D. for the purposes of Sections 4 and 13, knowledge possessed or
discovery made by any partner, officer or supervisory Employee of
any Insured shall constitute knowledge or discovery by every named
Insured,
E. if the first named Insured ceases for any reason to be covered under
this Bond, then the Insured next named shall thereafter be
considered as the first named Insured for the purposes of this Bond,
and
F. each named Insured shall constitute "the Insured" for all purposes
of this Bond.
SECTION 17. NOTICE AND CHANGE OF CONTROL
Within thirty (30) days after learning that there has been a change in
control of an Insured by transfer of its outstanding voting securities the
Insured shall give written notice to the Underwriter of:
A. the names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are registered in another
name), and
B. the total number of voting securities owned by the transferors and
the transferees (or the beneficial owners), both immediately before
and after the transfer, and
C. the total number of outstanding voting securities.
As used in this Section, "control" means the power to exercise a
controlling influence over the management or policies of the Insured.
SECTION 18. CHANGE OR MODIFICATION
This Bond may only be modified by written Rider forming a part hereof over
the signature of the Underwriter's authorized representative. Any Rider
which modifies the coverage provided by Insuring Agreement A, Fidelity, in
a manner which adversely affects the rights of an Insured Investment
Company shall not become effective until at least sixty (60) days after
the Underwriter has given written notice thereof to the Securities and
Exchange Commission, Washington, D.C., and to each Insured Investment
Company affected thereby.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on the
Declarations Page.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Item 1 of the Declarations, Name of Insured, shall include the
following:
Barrett Associates
Bartlett & Co.
Brandywine Global Investment Management, LLC
Batterymarch Financial Management, Inc.
Legg Mason Capital Management, Inc.
Legg Mason Investment Counsel & Trust Company, N.A.
Legg Mason Investor Services, Inc.
LMM, LLC
Legg Mason, Inc.
Legg Mason Fund Services, Inc.
Western Asset Management Company
Western Asset Management Company Limited
Barrett Growth Fund
Legg Mason Cash Reserve Trust
Legg Mason Charles Street Trust, Inc., a series fund consisting of:
o Batterymarch U.S. Small Capitalization Equity Portfolio
o Brandywine Global Opportunistic Bond Fund
Legg Mason Global Trust, Inc., a series fund consisting of:
o Legg Mason Emerging Markets Trust
o Legg Mason Global Income Trust
o Legg Mason International Equity Trust
Legg Mason Growth Trust, Inc.
Legg Mason Income Trust, Inc., a series fund consisting of :
o Legg Mason Core Bond Fund
o Legg Mason High Yield Portfolio
o Legg Mason Investment Grade Income Portfolio
o Legg Mason Limited Duration Bond Portfolio
Legg Mason Investors Trust, Inc., a series fund consisting of:
o Legg Mason American Leading Companies Trust
o Legg Mason Balanced Trust
o Legg Mason Financial Services Fund
o Legg Mason U.S. Small-Capitalization Value Trust
Legg Mason Investment Trust, Inc., a series fund consisting of:
o Legg Mason Opportunity Trust
Legg Mason Light Street Trust, Inc., a series fund consisting of:
o Legg Mason Classic Valuation Fund
Legg Mason Special Investment Trust, Inc.
Legg Mason Tax Exempt Trust, Inc.
Legg Mason Tax-Free Income Fund, a series fund consisting of:
o Legg Mason Maryland Tax-Free Income Trust
o Legg Mason Pennsylvania Tax-Free Income Trust
o Legg Mason Tax-Free Intermediate Trust
Legg Mason Value Trust, Inc.
Western Asset Income Fund
Western Asset Funds, Inc. a series fund consisting of:
o Western Asset Absolute Return Portfolio
o Western Asset Core Plus Portfolio
o Western Asset Core Portfolio
o Western Asset High Yield Portfolio
o Western Asset Inflation Indexed Bond Portfolio
o Western Asset Intermediate Plus Portfolio
o Western Asset Intermediate Portfolio
o Western Asset Limited Duration Bond Fund
o Western Asset Non-U.S. Fixed Income Portfolio
Western Asset Premier Bond Fund
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN1.0-00 (01/02)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond (other than Insuring Agreements C and D) does not
cover loss resulting from or in connection with any business, activities, or
acts or omissions of (including services rendered by) any Insured which is not
an Insured Fund ("Non-Fund") or any Employee of a Non-Fund, except loss,
otherwise covered by the terms of this Bond, resulting from or in connection
with (1) services rendered by a Non-Fund to an Insured Fund, or to shareholders
of such Fund in connection with the issuance, transfer, or redemption of their
Fund shares, or (2) in the case of a Non-Fund substantially all of whose
business is rendering the services described in (1) above, the general business,
activities or operations of such Non-Fund, excluding (a) the rendering of
services (other than those described in (1) above) to any person, or (b) the
sale of goods or property of any kind.
It is further understood and agreed that with respect to any Non-Fund, Insuring
Agreements C and D only cover loss of Property which a Non-Fund uses or holds,
or in which a Non-Fund has an interest, in each case wholly or partially in
connection with the rendering of services by a Non-Fund to an Insured Fund, or
to shareholders of such Fund in connection with the issuance, transfer, or
redemption of their Fund shares.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN3.0-01 (01/02)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding Section 2.Q of this Bond, this Bond is amended
by adding an additional Insuring Agreement J as follows:
J. COMPUTER SECURITY
Loss (including loss of Property) resulting directly from Computer Fraud;
provided, that the Insured has adopted in writing and generally maintains and
follows during the Bond Period all Computer Security Procedures. The isolated
failure of the Insured to maintain and follow a particular Computer Security
Procedure in a particular instance will not preclude coverage under this
Insuring Agreement, subject to the specific exclusions herein and in the Bond.
1. Definitions. The following terms used in this Insuring Agreement
shall have the following meanings:
a. "Authorized User" means any person or entity designated by the
Insured (through contract, assignment of User Identification,
or otherwise) as authorized to use a Covered Computer System,
or any part thereof. An individual who invests in an Insured
Fund shall not be considered to be an Authorized User solely
by virtue of being an investor.
b. "Computer Fraud" means the unauthorized entry of data into, or
the deletion or destruction of data in, or change of data
elements or programs within, a Covered Computer System which:
(1) is committed by any Unauthorized Third Party anywhere,
alone or in collusion with other Unauthorized Third
Parties; and
(2) is committed with the conscious manifest intent (a) to
cause the Insured to sustain a loss, and (b) to obtain
financial benefit for the perpetrator or any other
person; and
(3) causes (x) Property to be transferred, paid or
delivered; or (y) an account of the Insured, or of its
customer, to be added, deleted, debited or credited; or
(z) an unauthorized or fictitious account to be debited
or credited.
c. "Computer Security Procedures" means procedures for prevention
of unauthorized computer access and use and administration of
computer access and use as provided in writing to the
Underwriter.
d. "Covered Computer System" means any Computer System as to
which the Insured has possession, custody and control.
e. "Unauthorized Third Party" means any person or entity that, at
the time of the Computer Fraud, is not an Authorized User.
f. "User Identification" means any unique user name (i.e., a
series of characters) that is assigned to a person or entity
by the Insured.
2. Exclusions. It is further understood and agreed that this Insuring
Agreement J shall not cover:
a. Any loss covered under Insuring Agreement A, "Fidelity," of
this Bond; and
b. Any loss resulting directly or indirectly from Theft or
misappropriation of confidential or proprietary information,
material or data (including but not limited to trade secrets,
computer programs or customer information); and
c. Any loss resulting from the intentional failure to adhere to
one or more Computer Security Procedures; and
d. Any loss resulting from a Computer Fraud committed by or in
collusion with:
(1) any Authorized User (whether a natural person or an
entity); or
(2) in the case of any Authorized User which is an entity,
(a) any director, officer, partner, employee or agent of
such Authorized User, or (b) any entity which controls,
is controlled by, or is under common control with such
Authorized User ("Related Entity"), or (c) any director,
officer, partner, employee or agent of such Related
Entity; or
(3) in the case of any Authorized User who is a natural
person, (a) any entity for which such Authorized User is
a director, officer, partner, employee or agent
("Employer Entity"), or (b) any director, officer,
partner, employee or agent of such Employer Entity, or
(c) any entity which controls, is controlled by, or is
under common control with such Employer Entity
("Employer-Related Entity"), or (d) any director,
officer, partner, employee or agent of such
Employer-Related Entity;
and
e. Any loss resulting from physical damage to or destruction of
any Covered Computer System, or any part thereof, or any data,
data elements or media associated therewith; and
f. Any loss resulting from Computer Fraud committed by means of
wireless access to any Covered Computer System, or any part
thereof, or any data, data elements or media associated
therewith; and
g. Any loss not directly and proximately caused by Computer Fraud
(including, without limitation, disruption of business and
extra expense); and
h. Payments made to any person(s) who has threatened to deny or
has denied authorized access to a Covered Computer System or
otherwise has threatened to disrupt the business of the
Insured.
For purposes of this Insuring Agreement, "Single Loss," as defined in Section
1.X of this Bond, shall also include all loss caused by Computer Fraud(s)
committed by one person, or in which one person is implicated, whether or not
that person is specifically identified. A series of losses involving
unidentified individuals, but arising from the same method of operation, may be
deemed by the Underwriter to involve the same individual and in that event shall
be treated as a Single Loss.
It is further understood and agreed that nothing in this Rider shall affect the
exclusion set forth in Section 2.0 of this Bond.
Coverage under this Insuring Agreement shall terminate upon termination of this
Bond. Coverage under this Insuring Agreement may also be terminated without
terminating this Bond as an entirety:
(a) by written notice from the Underwriter not less than sixty
(60) days prior to the effective date of termination specified
in such notice; or
(b) immediately by written notice from the Insured to the
Underwriter.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN19.0-04 (12/03)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that the exclusion set forth at Section 2.M of this Bond shall not
apply with respect to loss resulting from the Dishonest or Fraudulent Acts,
Theft, or other acts or omissions of an Employee in connection with offers or
sales of securities issued by an Insured Fund if such Employee (a) is an
employee of that Fund or of its investment adviser, principal underwriter, or
affiliated transfer agent, and (b) is communicating with purchasers of such
securities only by telephone or in writing, and (c) does not receive commissions
on such sales; provided, that such Dishonest or Fraudulent Acts, Theft, or other
acts or omissions do not involve, and such loss does not arise from, a statement
or representation which is not (1) contained in a currently effective prospectus
or Statement of Additional Information regarding such securities, which has been
filed with the Securities and Exchange Commission, or (2) made as part of a
scripted response to a question regarding that Fund or such securities, if the
script has been filed with, and not objected to by, the National Association of
Securities Dealers, Inc., and if the entire scripted response has been read to
the caller, and if any response concerning the performance of such securities is
not outdated.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN26.0-00 (1/02)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that the Deductible Amount for Insuring Agreement E, Forgery or
Alteration, and Insuring Agreement F, Securities, shall not apply with respect
to loss through Forgery of a signature on the following documents:
(1) letter requesting redemption of $50,000 or less payable by
check to the shareholder of record and addressed to the
address of record; or,
(2) letter requesting redemption of $50,000 or less by wire
transfer to the record shareholder's bank account of record;
or
(3) written request to a trustee or custodian for a Designated
Retirement Account ("DRA") which holds shares of an Insured
Fund, where such request (a) purports to be from or at the
instruction of the Owner of such DRA, and (b) directs such
trustee or custodian to transfer $50,000 or less from such DRA
to a trustee or custodian for another DRA established for the
benefit of such Owner;
provided, that the Limit of Liability for a Single Loss as described above shall
be $50,000 and that the Insured shall bear 20% of each such loss. This Rider
shall not apply in the case of any such Single Loss which exceeds $50,000; in
such case the Deductible Amounts and Limits of Liability set forth in Item 3 of
the Declarations shall control.
For purposes of this Rider:
(A) "Designated Retirement Account" means any retirement plan or
account described or qualified under the Internal Revenue Code
of 1986, as amended, or a subaccount thereof.
(B) "Owner" means the individual for whose benefit the DRA, or a
subaccount thereof, is established.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN27.0-02 (1/02)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that Section 5 of this Bond is amended to read as follows:
"Discovery occurs when a member of the Financial/Administration
Department, the Treasurer, the General Counsel, or the Senior Compliance
Officer(s) of Legg Mason, Inc. becomes aware of facts which would cause a
reasonable person to assume that a loss covered by the Bond has been or is
likely to be incurred, regardless of when the act causing or contributing
to such loss occurred, even though the exact amount or details of loss may
not then be known. Notice to a member of the Financial/Administration
Department, Treasurer, General Counsel, or Senior Compliance Officer(s) of
Legg Mason, Inc. of an actual or potential claim by a third party which
alleged that the Insured is liable under circumstances which, if true,
would create a loss under this Bond, constitutes such discovery."
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RM27-03 (6/97)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that this Bond does not cover any loss resulting from or in
connection with the acceptance of any Third Party Check, unless
(1) such Third Party Check is used to open or increase an account which
is registered in the name of one or more of the payees on such Third
Party Check, and
(2) reasonable efforts are made by the Insured, or by the entity
receiving Third Party Checks on behalf of the Insured, to verify all
endorsements on all Third Party Checks made payable in amounts
greater than $100,000 (provided, however, that the isolated failure
to make such efforts in a particular instance will not preclude
coverage, subject to the exclusions herein and in the Bond),
and then only to the extent such loss is otherwise covered under this Bond.
For purposes of this Rider, "Third Party Check" means a check made payable to
one or more parties and offered as payment to one or more other parties.
It is further understood and agreed that notwithstanding anything to the
contrary above or elsewhere in the Bond, this Bond does not cover any loss
resulting from or in connection with the acceptance of a Third Party Check
where:
(1) any payee on such Third Party Check reasonably appears to be a
corporation or other entity; or
(2) such Third Party Check is made payable in an amount greater
than $100,000 and does not include the purported endorsements
of all payees on such Third Party Check.
It is further understood and agreed that this Rider shall not apply with respect
to any coverage that may be available under Insuring Agreement A, "Fidelity."
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN30.0-01 (1/02)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration for the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover any loss resulting from any
On-Line Redemption(s) or On-Line Purchase(s) involving an aggregate amount in
excess of $250,000 per shareholder account per day, unless before such
redemption(s) or purchase(s), in a procedure initiated by the Insured or by the
entity receiving the request for such On-Line Redemption(s) or On-Line
Purchase(s):
(i) the Shareholder of Record verifies, by some method other than an
Electronic Transmission effected by computer-to-computer over the Internet
or utilizing modem or similar connections, that each such redemption or
purchase has been authorized, and (ii) if such redemption or purchase is
to be effected by wire to or from a particular bank account, a duly
authorized employee of the bank verifies the account number to or from
which funds are being transferred, and that the name on the account is the
same as the name of the intended recipient of the proceeds.
It is further understood and agreed that, notwithstanding the Limit of Liability
set forth herein or any other provision of this Bond, the Limit of Liability
with respect to any Single Loss caused by an On-Line Transaction shall be Ten
Million Dollars ($10,000,000) and the On-Line Deductible with respect to
Insuring Agreement I is Fifty Thousand Dollars ($50,000).
It is further understood and agreed that notwithstanding Section 8,
Non-Reduction and Non-Accumulation of Liability and Total Liability, or any
other provision of this Bond, the Aggregate Limit of Liability of the
Underwriter under this Bond with respect to any and all loss or losses caused by
On-Line Transactions shall be an aggregate of Ten Million Dollars ($10,000,000)
for the Bond Period, irrespective of the total amount of such loss or losses.
For purposes of this Rider, the following terms shall have the following
meanings:
"On-Line Purchase" means any purchase of shares issued by an Investment Company,
which purchase is requested by computer-to-computer transmissions over the
Internet (including any connected or associated intranet or extranet) or
utilizing modem or similar connections.
"On-Line Redemption" means any redemption of shares issued by an Investment
Company, which redemption is requested by computer-to computer transmissions
over the Internet (including any connected or associated intranet or extranet)
or utilizing modem or similar connections.
"On-Line Transaction" means any Phone/Electronic Transaction requested by
computer-to-computer transmissions over the Internet (including any connected or
associated intranet or extranet) or utilizing modem or similar connections.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN38.0-02 (8/02)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 9
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration for the premium charged for this Bond, it is hereby understood
and agreed that, with respect to Insuring Agreement I only, the Deductible
Amount set forth in Item 3 of the Declarations ("Phone/Electronic Deductible")
shall not apply with respect to a Single Loss, otherwise covered by Insuring
Agreement I, caused by:
(1) a Phone/Electronic Redemption requested to be paid or made payable
by check to the Shareholder of Record at the address of record; or
(2) a Phone/Electronic Redemption requested to be paid or made payable
by wire transfer to the Shareholder of Record's bank account of
record,
provided, that the Limit of Liability for a Single Loss as described in (1) or
(2) above shall be the lesser of 80% of such loss or $40,000 and that the
Insured shall bear the remainder of each such Loss. This Rider shall not apply
if the application of the Phone/Electronic Deductible to the Single Loss would
result in coverage of greater than $40,000 or more; in such case the
Phone-initiated Deductible and Limit of Liability set forth in Item 3 of the
Declarations shall control.
For purposes of this Rider, "Phone/Electronic Redemption" means any redemption
of shares issued by an Investment Company, which redemption is requested (a)
through an automated telephone tone or voice response system, (b) by
Telefacsimile, or (c) by transmission over the Internet (including any connected
or associated intranet or extranet) or utilizing modem or similar connections.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN39.0-02 (8/02)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 10
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
In consideration of the premium charged for this Bond, it is hereby understood
and agreed that notwithstanding anything to the contrary in this Bond (including
Insuring Agreement I), this Bond does not cover loss caused by a
Phone/Electronic Transaction requested:
o by voice over the telephone ; or
o by wireless device transmissions over the Internet (including any
connected or associated intranet or extranet),
except insofar as such loss is covered under Insuring Agreement A "Fidelity" of
this Bond.
Except as above stated, nothing herein shall be held to alter, waive or extend
any of the terms of this Bond.
RN48.0-03 (12/03)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 11
--------------------------------------------------------------------------------
INSURED BOND NUMBER
Legg Mason Fund
Adviser, Inc. 87028106B
--------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
July 1, 2006 July 1, 2006 to July 1, 2007 /S/ John T. Mulligan
================================================================================
Most property and casualty insurers, including ICI Mutual Insurance Company
("ICI Mutual"), are subject to the requirements of the Terrorism Risk Insurance
Act of 2002 (the "Act"). The Act establishes a Federal insurance backstop under
which ICI Mutual and these other insurers will be partially reimbursed for
future "insured losses" resulting from certified "acts of terrorism." (Each of
these bolded terms is defined by the Act.) The Act also places certain
disclosure and other obligations on ICI Mutual and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by certified "acts
of terrorism" will be partially reimbursed by the United States government under
a formula established by the Act. Under this formula, the United States
government will reimburse ICI Mutual for 90% of ICI Mutual's "insured losses" in
excess of a statutorily established deductible until total insured losses of all
participating insurers reach $100 billion. If total "insured losses" of all
property and casualty insurers reach $100 billion during any applicable period,
the Act provides that the insurers will not be liable under their policies for
their portions of such losses that exceed such amount. Amounts otherwise payable
under this bond may be reduced as a result.
This bond has no express exclusion for "acts of terrorism." However, coverage
under this bond remains subject to all applicable terms, conditions and
limitations of the bond (including exclusions) that are permissible under the
Act. The portion of the premium that is attributable to any coverage potentially
available under the bond for "acts of terrorism" is one percent (1%).
RN53.0-00 (3/03)
AGREEMENT
Agreement made as of the first day of July 2006 by and among Legg Mason Charles
Street Trust, Inc., Legg Mason Global Trust, Inc., Legg Mason Growth Trust,
Inc., Legg Mason Income Trust, Inc., Legg Mason Investment Trust, Inc., Legg
Mason Investors Trust, Inc., Legg Mason Light Street Trust, Inc., Legg Mason
Special Investment Trust, Inc., Legg Mason Tax-Free Income Fund, Legg Mason
Value Trust, Inc., Western Asset Funds, Inc., Western Asset Premier Bond Fund,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund 2,
Western Asset Income Fund, Barrett Growth Fund, Legg Mason, Inc., Barrett
Associates, Inc., Bartlett & Co., Batterymarch Financial Management, Inc.,
Brandywine Global Investment Management, LLC, LMM LLC, Legg Mason Capital
Management, Inc., Legg Mason Fund Adviser, Inc., Legg Mason Fund Services, Inc.,
Legg Mason Investment Counsel & Trust Company, N. A., Western Asset Management
Company, Western Asset Management Company Limited, and Legg Mason Investor
Services, LLC, all of which are named insureds on a certain fidelity bond
underwritten by ICI Mutual Insurance Company (the "Insurer") covering certain
acts relating to the Funds ("Joint Fidelity Bond"):
WHEREAS, each of the Funds has registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company, and Western Asset Premier Bond
Fund, Western Asset/Claymore U.S. Treasury Inflation Protected
Securities Fund, Western Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund 2 and Western Asset Income
Fund each have registered under the 1940 Act as a closed-end
management investment company; and
WHEREAS, Rule 17g-1(f) under the 1940 Act requires that a registered
management investment company named as an insured on a joint
fidelity bond enter into a certain agreement with the other
named insureds; and
WHEREAS, the Funds, the Advisers, Legg Mason, Inc. and Legg Mason
Investor Services, LLC, each will benefit from their
respective participation in the Joint Fidelity Bond in
compliance with this Rule:
NOW, THEREFORE, it is agreed as follows:
1. In the event any recovery under the Joint Fidelity Bond is received as a
result of a loss sustained by any of the Funds and by one or more other
named insureds, then each Fund sustaining such loss shall receive an
equitable and proportionate share of the recovery, said proportion to be
established by the ratio that its claim bears to the total amount claimed
by all participants, but at least equal to the amount which each such Fund
would have received had it provided and maintained a single insured bond
with the minimum coverage required by Rule 17g-1(d)(1) under the 1940 Act.
2. In the event that the Insurer asserts that its liability to an entity that
is party to this Agreement but which is not a Fund (a "Legg Mason Entity")
in the event of a loss under any fidelity bond has the effect of reducing
the maximum limit of its liability under the Joint Fidelity Bond, such
Legg Mason Entity agrees to reduce its claim against the Insurer under
such other fidelity bond to the extent required so that any Fund claimant
shall receive at least the lesser of proceeds equal to the full amount of
its claim or the amount it would have received had it provided and
maintained a single insured bond with the minimum coverage required under
Rule 17g-1 under the 1940 Act.
3. Each party to this Agreement is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declarations of
Trust of Legg Mason Tax-Free Income Fund, Western Asset Premier Bond Fund,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund,
and Western Asset/Claymore U.S. Treasury Inflation Protected Securities
Fund 2 and agrees that obligations assumed by each of these Funds pursuant
to this Agreement shall be limited in all cases to each Fund and its
assets. Each party to this Agreement agrees that it shall not seek
satisfaction of any such obligation from the shareholders or any
individual shareholder of the Legg Mason Tax-Free Income Fund, Western
Asset Premier Bond Fund, Western Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund, and Western Asset/Claymore U.S. Treasury
Inflation Protected Securities Fund 2 nor from the Directors or any
individual Trustee of those Funds.
3. This Agreement may be executed in multiple counterparts.
By: /s/ Marie K Karpinski By: /s/ Marie K Karpinski
------------------------------------- ----------------------------------
Legg Mason Charles Street Trust, Inc. Legg Mason Tax-Free Income Fund
By: /s/ Marie K Karpinski By: /s/ Marie K Karpinski
------------------------------------- ----------------------------------
Legg Mason Growth Trust, Inc. Western Asset Funds, Inc.
By: /s/ Marie K Karpinski By: /s/ Marie K Karpinski
------------------------------------- ----------------------------------
Legg Mason Global Trust, Inc. Western Asset Income Fund
By: /s/ Marie K Karpinski By: /s/ Marie K Karpinski
------------------------------------- ----------------------------------
Legg Mason Income Trust, Inc. Western Asset Premier Bond Fund
By: /s/ Marie K Karpinski By: /s/ Marie K Karpinski
------------------------------------- ----------------------------------
Legg Mason Investment Trust, Inc. Western Asset/Claymore
U.S. Treasury Inflation
Protected Securities Fund
By: /s/ Marie K Karpinski By: /s/ Marie K Karpinski
------------------------------------- ----------------------------------
Legg Mason Investors Trust, Inc. Western Asset/Claymore
U.S. Treasury Inflation
Protected Securities Fund 2
By: /s/ Marie K Karpinski By:/s/ Peter H. Shriver
------------------------------------- ----------------------------------
Legg Mason Light Street Trust, Inc. Barrett Growth Fund
By: /s/ Marie K Karpinski By:/s/ Peter H. Shriver
------------------------------------- ----------------------------------
Legg Mason Special Investment Trust, Inc. Barrett Associates, Inc.
By:/s/ Marie K Karpinski By: /s/ Thomas Steele
------------------------------------- ----------------------------------
Legg Mason Value Trust, Inc. Bartlett & Co.
By: /s/ Henry F. Otto By: /s/ Philip E. Channen
------------------------------------- ----------------------------------
Brandywine Global Investment Batterymarch Financial Management Co.
Management, LLC
By: /s/ Jennifer W. Murphy By: /s/ Marie K. Karpinski
------------------------------------- ----------------------------------
Legg Mason Capital Management, Inc. Legg Mason Fund Adviser, Inc.
By: /s/ Timothy J. Hynes, III By: /s/ Timothy C. Scheve
------------------------------------- ----------------------------------
Legg Mason Investment Counsel & Legg Mason Investor Services, LLC
Trust Company, N.A.
By: /s/ Timothy C. Scheve By: /s/ Jennifer W. Murphy
------------------------------------- ----------------------------------
Legg Mason, Inc. LMM LLC
By: /s/ D. Stuart Bowers By: /s/ Gregory B. McShea
------------------------------------- ----------------------------------
Legg Mason Fund Services, Inc. Western Asset Management Company
By: /s/ Ilene S. Harker
-------------------------------------
Western Asset Management Company Limited
THE BARRETT FUNDS
CERTIFICATE OF SECRETARY
I, Paula J. Elliott, Secretary of The Barrett Funds (the "Trust"), a
Delaware statutory trust, hereby certify that the following preamble and
resolutions approving the renewal of the Fidelity Bond Insurance Coverage
for the Trust were duly adopted by the Trustees on May 15, 2006.
/s/ Paula J. Elliott
---------------------------
Paula J. Elliott
Secretary
Dated July 21, 2006
WHEREAS, the Trustees considered the renewal of the Investment Company
Blanket Bond issued by the ICI Mutual Insurance Company ("Joint Fidelity Bond")
and reviewed the terms of the proposed renewal of the Joint Fidelity Bond.
Joint Fidelity Bond
RESOLVED, that, after considering all factors the Trustees have deemed
relevant and required by applicable law, the action of the Trust in joining Legg
Mason Charles Street Trust, Inc., Legg Mason Growth Trust, Inc., Legg Mason
Global Trust, Inc., Legg Mason Income Trust, Inc., Legg Mason Investment Trust,
Inc., Legg Mason Investors Trust, Inc., Legg Mason Light Street Trust, Inc.,
Legg Mason Special Investment Trust, Inc., Legg Mason Tax-Free Income Fund, Legg
Mason Value Trust, Inc., Western Asset Funds, Inc., Western Asset Premier Bond
Fund, Western Asset Income Fund, Western Asset/Claymore Treasury Inflation
Protected Securities Fund, Western Asset/Claymore Treasury Inflation Protected
Securities Fund 2, Barrett Growth Fund, Legg Mason, Inc., Barrett Associates,
Inc., Bartlett & Co., Batterymarch Financial Management, Inc., Brandywine Asset
Management, LLC, LMM LLC, Legg Mason Fund Adviser, Inc., Legg Mason Funds
Management, Inc., Legg Mason Trust, fsb, Western Asset Management Company;
Western Asset Management Company Limited, Arroyo Seco Inc., Fairfield Group,
Inc., Legg Mason Investors Services, LLC, Legg Mason Wood Walker, Incorporated,
LM Financial Partners, Inc., Lombard Odier Darier Hentsch Management Limited,
Howard Weil Financial Corporation, and such other parties as presented to this
meeting in a joint Investment Company Blanket Bond issued by ICI mutual
Insurance Company, covering larceny and embezzlement and certain other acts,
with a limit of liability of $35,000,000, for an aggregate one-year premium
allocated to the Trust as presented to this meeting, be and it is hereby
approved.
FURTHER RESOLVED, that taking into consideration all the relevant factors,
including but not limited to, the number of other parties named as insureds, the
nature of the business activities of such other parties, the amount of the Joint
Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Trust is less than the
premium it would have to pay if it had provided and maintained a single insured
bond, the portion of the total premium allocated to the Trust for the period
July 1, 2006 to June 30, 2007, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such premium by an
officer of the Trust be and is hereby approved.
FURTHER RESOLVED, that pursuant to Rule 17g-1 under the 1940 Act, the
President, each Vice President, the Secretary and the Treasurer of the Trust are
each hereby designated as an agent for the Trust to make the filings and give
the notices required by subparagraph (g) of said Rule.
FURTHER RESOLVED, that the Trust be and it hereby is authorized to enter
into an agreement with the other parties to the Investment Company Blanket Bond,
providing that in every recovery received under the bond as a result of a loss
sustained by the Trust and one or more of such other parties, the Trust shall
receive an equitable and proportionate share of the recovery, at least equal to
the amount it would have received had it provided and maintained a single
insured bond with the minimum coverage required by Rule 17g-1(d)(1) under the
1940 Act, and the President, any Vice President, the Treasurer and the Secretary
of the Trust be, and they hereby are, and each of them acting individually
hereby is, authorized, in the name and on behalf of the Trust, to execute and
deliver such agreement, the taking of any or all such actions to be conclusive
evidence of its authorization hereby.
FURTHER RESOLVED, that the Board acknowledges that the Investment Company
Blanket Bond continues to provide coverage to certain funds that are no longer
in existence, along with their directors and officers, and to certain service
providers that no longer provide services to the funds for losses occurring
while such funds were still in existence.
FURTHER RESOLVED, that the form and amount of the Investment Company
Blanket Bond, after consideration of all factors deemed relevant and required by
law, be and they hereby are approved.
WESTERN ASSET INCOME FUND
CERTIFICATE OF SECRETARY
I, Lisa G. Mrozek, Secretary of Western Asset Income Fund (the
"Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 9, 2006.
/s/ Lisa G. Mrozek
---------------------------
Lisa G. Mrozek
Secretary
Dated July 13, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
WESTERN ASSET FUNDS, INC.
CERTIFICATE OF SECRETARY
I, Lisa G. Mrozek, Secretary of Western Asset Funds, Inc. (the
"Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 9, 2006.
/s/ Lisa G. Mrozek
---------------------------
Lisa G. Mrozek
Secretary
Dated July 13, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
WESTERN ASSET PREMIER BOND FUND
CERTIFICATE OF SECRETARY
I, Lisa G. Mrozek, Secretary of Western Asset Premier Bond Fund (the
"Trust") hereby certify that the following is a true and correct copy of a
resolution duly adopted by the Board of Trustees of the Trust as of May 9,
2006.
/s/ Lisa G. Mrozek
---------------------------
Lisa G. Mrozek
Secretary
Dated July 13, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Trust is less than the
premium it would have to pay if it had provided and maintained a single insured
bond, the portion of the total premium allocated to the Trust for the period
July 1, 2006 to June 30, 2007, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such premium by an
officer of the Trust be and it is hereby approved; and be it
FURTHER RESOLVED: That the Trust is authorized to enter into an agreement
with all other Named Insureds providing that in every recovery received under
the bond as a result of a loss sustained by the Trust and one or more other
Named Insureds, the Trust shall receive an equitable and proportionate share of
the recovery, at least equal to the amount it would have received had it
provided and maintained a single insured bond with the minimum coverage required
by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Trust be,
and each hereby is, designated as an officer directed to make the filings and
give the notices required of the Trust by Rule 17g-1 under the 1940 Act.
CERTIFICATE OF SECRETARY
I, Melissa J. Nguyen of Western Asset/Claymore U. S. Treasury Inflation
Protected Securities Fund and Western Asset/Claymore U. S. Treasury Inflation
Protected Securities Fund 2 (the "Trusts") hereby certify that the following is
a true and correct copy of the resolutions duly adopted by the Board of Trustees
of the Trusts (the "Board") on May 15, 2006.
/s/Melissa J. Nguyen
---------------------------
Melissa J. Nguyen
Secretary
Dated July 14, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED, that, after considering all factors the Trustees have deemed
relevant and required by applicable law, the action of the Trusts in
joining Legg Mason Charles Street Trust, Inc., Legg Mason Growth Trust,
Inc., Legg Mason Global Trust, Inc., Legg Mason Income Trust, Inc., Legg
Mason Investment Trust, Inc., Legg Mason Investors Trust, Inc., Legg Mason
Light Street Trust, Inc., Legg Mason Special Investment Trust, Inc., Legg
Mason Tax-Free Income Fund, Legg Mason Value Trust, Inc., Western Asset
Funds, Inc., Western Asset Premier Bond Fund, Western Asset Income Fund,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund,
Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund
2, Barrett Growth Fund, Legg Mason, Inc., Barrett Associates, Inc.,
Bartlett & Co., Batterymarch Financial Management, Inc., Brandywine Asset
Management, LLC, LMM LLC, Legg Mason Fund Adviser, Inc., Legg Mason Funds
Management, Inc., Legg Mason Trust, fsb, Western Asset Management Company,
Western Asset Management Company Limited, Arroyo Seco Inc., Fairfield
Group, Inc., Legg Mason Investors Service, LLC, Legg Mason Wood Walker,
Incorporated, LM Financial Partners, Inc., Lombard Odier Darier Hentsch
Portfolio Management Limited, Howard Weil Financial Corporation and such
other parties as presented to this meeting in a joint Investment Company
Blanket Bond issued by ICI Mutual Insurance Company, covering larceny and
embezzlement and certain other acts, with a limit of liability of
$35,000,000, for an aggregate one-year premium allocated to the Trusts as
presented to this meeting, be and it is hereby approved; and
FURTHER RESOLVED, that taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as
insureds, the nature of the business activities of such other parties, the
amount of the Joint Fidelity Bond, the amount of the premium for the Joint
Fidelity Bond, the ratable allocation of the premium among all parties
named as insureds, and the extent to which the share of the premium
allocated to the Trusts is less than the premium it would have to pay if
it had provided and maintained a single insured bond, the portion of the
total premium allocated to the Trusts for the period July 1, 2006 to June
30, 2007, payable for coverage as described in the preceding vote be, and
hereby is approved, and the payment of such premium by an officer of the
Trusts be and is hereby approved; and
FURTHER RESOLVED, That pursuant to Rule 17g-1 under the 1940 Act, the
President, each Vice President, the Secretary and the Treasurer of the
Trusts are each hereby designated as an agent for the Trusts to make the
filings and give the notices required by subparagraph (g) of said Rule;
and
FURTHER RESOLVED, that the Trusts be and it hereby is authorized to enter
into an agreement with the other parties to the Investment Company Blanket
Bond, providing that in every recovery received under the bond as a result
of a loss sustained by the Trusts and one or more of such other parties,
the Trusts shall receive an equitable and proportionate share of the
recovery, at least equal to the amount it would have received had it
provided and maintained a single insured bond with the minimum coverage
required by Rule 17g-1(d)(1) under the 1940 Act, and the President, any
Vice President, the Treasurer and the Secretary of the Trusts be, and they
hereby are, and each of them acting individually hereby is, authorized, in
the name and on behalf of the Trusts, to execute and deliver such
agreement, the taking of any or all such actions to be conclusive evidence
of its authorization hereby; and
FURTHER RESOLVED, that the Board acknowledges that the Investment Company
Blanket Bond continues to provide coverage to certain funds that are no
longer in existence, along with their trustees and officers, and to
certain service providers that no longer provide services to the funds,
for losses occurring while such funds were still in existence; and
FURTHER RESOLVED, that the form and amount of the Investment Company
Blanket Bond, after consideration of all factors deemed relevant and
required by law, be and they hereby are approved.
LEGG MASON CHARLES STREET TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Charles Street Trust,
Inc. ("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the Corporation
as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
LEGG MASON GLOBAL TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Global Trust, Inc.
("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an agreement
with all other Named Insureds providing that in every recovery received under
the bond as a result of a loss sustained by the Corporation and one or more
other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation be,
and each hereby is, designated as an officer directed to make the filings and
give the notices required of the Corporation by Rule 17g-1 under the 1940 Act.
LEGG MASON GROWTH TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Growth Trust, Inc.
("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
LEGG MASON INCOME TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Income Trust, Inc.
("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
LEGG MASON INVESTMENT TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Investment Trust, Inc.
("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
LEGG MASON INVESTORS TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Investors Trust, Inc.
("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
LEGG MASON LIGHT STEET TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Light Steet Trust, Inc.
("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
LEGG MASON SPECIAL INVESTMENT TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Special Investment
Trust, Inc. ("Corporation") hereby certify that the following is a true and
correct copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.
LEGG MASON TAX-FREE INCOME FUND
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Tax-Free Income Fund
("Trust") hereby certify that the following is a true and correct copy of
a resolution duly adopted by the Board of Trustees of the Trust as of May
11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Trust is less than the
premium it would have to pay if it had provided and maintained a single insured
bond, the portion of the total premium allocated to the Trust for the period
July 1, 2006 to June 30, 2007, payable for coverage as described in the
preceding vote be, and hereby is approved, and the payment of such premium by an
officer of the Trust be and it is hereby approved; and be it
FURTHER RESOLVED: That the Trust is authorized to enter into an agreement
with all other Named Insureds providing that in every recovery received under
the bond as a result of a loss sustained by the Trust and one or more other
Named Insureds, the Trust shall receive an equitable and proportionate share of
the recovery, at least equal to the amount it would have received had it
provided and maintained a single insured bond with the minimum coverage required
by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Trust be,
and each hereby is, designated as an officer directed to make the filings and
give the notices required of the Trust by Rule 17g-1 under the 1940 Act.
LEGG MASON VALUE TRUST, INC.
CERTIFICATE OF SECRETARY
I, Richard M. Wachterman, Secretary of Legg Mason Value Trust, Inc.
("Corporation") hereby certify that the following is a true and correct
copy of a resolution duly adopted by the Board of Directors of the
Corporation as of May 11, 2006.
/s/ Richard M. Wachterman
---------------------------
Richard M. Wachterman
Secretary
Dated June 28, 2006
Upon motion duly made and seconded by separate votes of the independent
Board members and the full Board, it was unanimously:
RESOLVED: That the aggregate amount of coverage provided by the Investment
Company blanket bond issued by ICI Mutual Insurance Company ("Joint Fidelity
Bond"), bonding each officer and employee of: Arroyo Seco Inc., Barrett
Associates, Inc.; Barrett Growth Fund; Bartlett & Co.; Bartlett Capital Trust;
Batterymarch Financial Management, Inc.; Brandywine Asset Management, Fairfield
Group, Inc.; Gray Seifert & Co. Inc.; Howard Weil Financial Corporation; Legg
Mason Capital Management, Inc.; Legg Mason Cash Reserve Trust; Legg Mason
Charles Street Trust, Inc.; Legg Mason Growth Trust, Inc.; Legg Mason Fund
Adviser, Inc.; Legg Mason Funds Management, Inc.; Legg Mason Global Trust, Inc.;
Legg Mason, Inc.; Legg Mason Income Trust, Inc.; LM Institutional Advisors,
Inc.; Legg Mason Investment Trust, Inc.; Legg Mason Investment Counsel and Trust
Company, N.A.; Legg Mason Investor Services, LLC; Legg Mason Investors Trust,
Inc.; Legg Mason Light Street Trust, Inc.; Legg Mason Special Investment Trust,
Inc.; Legg Mason Tax Exempt Trust, Inc.; Legg Mason Tax-Free Income Fund; Legg
Mason Total Return Trust, Inc.; Legg Mason Value Trust, Inc.; Legg Mason Wood
Walker, Incorporated; LM Financial Partners, Inc.; LMM LLC; Lombard Odier Darier
Hentsch Management Limited; Western Asset Funds, Inc.; Western Asset/Claymore
TIPS Fund; Western Asset/Claymore TIPS Fund 2; Western Asset Management Company;
Western Asset Management Company Limited; and Western Asset Premier Bond Fund;
Western Asset Income Fund; ("Named Insureds"), against dishonest or fraudulent
act(s), including larceny and embezzlement in the amount of $35,000,000 be, and
it hereby is approved; and be it
FURTHER RESOLVED: That, upon due consideration of all relevant factors,
including but not limited to, the value of the aggregate assets of each fund to
which any Covered Person (which for the purpose of these resolutions shall mean
each officer and employee of the Named Insureds) may, singly or jointly with
others, have access either directly or indirectly through authority to draw upon
the funds or to direct generally the disposition of the portfolio securities of
each fund, the type and terms of the arrangements made for the custody and
safekeeping of such assets, and the nature of the portfolio securities of each
fund, the form of the Joint Fidelity Bond and the amount thereof, namely joint
fidelity coverage in the amount of $35,000,000 for any dishonest or fraudulent
act(s), including larceny or embezzlement, committed by any Covered Person, be
and it hereby is approved; and be it
FURTHER RESOLVED: That taking into consideration all the relevant factors,
including, but not limited to, the number of other parties named as insureds,
the nature of the business activities of such other parties, the amount of the
Joint Fidelity Bond, the amount of the premium for the Joint Fidelity Bond, the
ratable allocation of the premium among all parties named as insureds, and the
extent to which the share of the premium allocated to the Corporation is less
than the premium it would have to pay if it had provided and maintained a single
insured bond, the portion of the total premium allocated to the Corporation for
the period July 1, 2006 to June 30, 2007, payable for coverage as described in
the preceding vote be, and hereby is approved, and the payment of such premium
by an officer of the Corporation be and it is hereby approved; and be it
FURTHER RESOLVED: That the Corporation is authorized to enter into an
agreement with all other Named Insureds providing that in every recovery
received under the bond as a result of a loss sustained by the Corporation and
one or more other Named Insureds, the Corporation shall receive an equitable and
proportionate share of the recovery, at least equal to the amount it would have
received had it provided and maintained a single insured bond with the minimum
coverage required by Rule 17g-1(d)(1) under the 1940 Act; and be it
FURTHER RESOLVED: That the Board acknowledges that the joint Fidelity Bond
continues to provide coverage to entities that are no longer in existence, along
with their directors and officers, and to affiliated service providers that no
longer provide services to the Funds for losses occurring while such funds were
still in existence; and be it
FURTHER RESOLVED: That the Secretary and the Treasurer of the Corporation
be, and each hereby is, designated as an officer directed to make the filings
and give the notices required of the Corporation by Rule 17g-1 under the 1940
Act.