NOW, THEREFORE, BE IT RESOLVED, that, having considered all factors deemed
relevant by each Board, including, but not limited to: (i) the expected aggregate value of the
securities and funds of each respective Company to which officers or employees of such
Company may have access (either directly or through authority to draw upon such funds or to
direct generally the disposition of such securities); (ii) the type and terms of the arrangements
made for the custody of such securities and funds; (iii) the nature of securities and other
investments to be held by each Company; (iv) the accounting procedures and controls of each
respective Company; (v) the nature and method of conducting the operations of each respective
Company and (vi) the requirements of Section 17(g) of the 1940 Act and Rule 17g-1 thereunder,
each Board, including all of the Independent Directors, hereby determines that the amount, type,
form, portion of the premium to be paid by each Company and coverage of the fidelity bond (the
“Fidelity Bond”), in substantially the form provided herewith, covering, among others, the
officers and employees of their respective Company and insuring each Company against loss
from fraudulent or dishonest acts, including larceny and embezzlement, issued by Berkley
Regional Insurance Company having an aggregate coverage of $5,000,000 which amount may
increase pursuant to the terms of the Fidelity Bond, is fair and reasonable, and it hereby is
confirmed, ratified and approved; and it is further
RESOLVED, that each Company’s officers (each, an “Authorized Officer” and
collectively, the “Authorized Officers”) be, and each of them individually hereby is, authorized,
empowered and directed to take all appropriate actions, with the advice of legal counsel to each
Company, to provide and maintain the Fidelity Bond on behalf of their respective Company; and
it is further
RESOLVED, that the Authorized Officers be, and each of them individually hereby is,
authorized, empowered and directed to file a copy of the Fidelity Bond and any other related
document or instrument with the SEC; and it is further
RESOLVED, that the Authorized Officers be, and each of them individually hereby is,
authorized and directed to cause their respective Company to pay its ratable allocation of the
annual premium payable with respect to the Fidelity Bond; and it is further
RESOLVED, that the form, terms, and provisions of the joint allocation agreement
entered into by each Company and any subsidiaries thereof, which reflects the provisions of the
Fidelity Bond and relate to the sharing of premiums and division of proceeds in the event of a
joint fidelity loss, as required by Rule 17g-1(f) (the “Joint Allocation Agreement”), a copy of
which is provided herewith, and the transactions contemplated thereby, be, and they hereby are,
confirmed, ratified, approved and adopted in all respects; and it is further
RESOLVED, that the execution and delivery of the Joint Fidelity Bond Agreement by the
Authorized Officers be, and they hereby are, confirmed, ratified, approved and adopted in all
respects; and it is further
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of their respective Company, to make or