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CHUBB GROUP OF INSURANCE COMPANIES DECLARATIONS
FINANCIAL INSTITUTION INVESTMENT
15 Mountain View Road, Warren, New Jersey 07059 COMPANY ASSET PROTECTION BOND
NAME OF ASSURED (including its SUBSIDIARIES): Bond Number: 81906377
FLAHERTY & CRUMRINE / CLAYMORE TOTAL RETURN FUND
INCORPORATED FEDERAL INSURANCE COMPANY
301 E. COLORADO BLVD., STE 720 Incorporated under the laws of Indiana
PASADENA, CAL 91101 a stock insurance company herein called the COMPANY
Capital Center, 251 North Illinois, Suite 1100
Indianapolis, IN 46204-1927
ITEM 1. BOND PERIOD: from 12:01 a.m. on May 15, 2007
to 12:01 a.m. on May 15, 2008
ITEM 2. LIMITS OF LIABILITY--DEDUCTIBLE AMOUNTS:
If "Not Covered" is inserted below opposite any specified INSURING CLAUSE, such
INSURING CLAUSE and any other reference shall be deemed to be deleted. THERE
SHALL BE NO DEDUCTIBLE APPLICABLE TO ANY LOSS UNDER INSURING CLAUSE 1. SUSTAINED
BY ANY INVESTMENT COMPANY.
DEDUCTIBLE
INSURING CLAUSE LIMIT OF LIABILITY AMOUNT
1. Employee $ 750,000 $ 25,000
2. On Premises $ 750,000 $ 25,000
3. In Transit $ 750,000 $ 25,000
4. Forgery or Alteration $ N/A $ N/A
5. Extended Forgery $ N/A $ N/A
6. Counterfeit Money $ N/A $ N/A
7. Threats to Person $ N/A $ N/A
8. Computer System $ N/A $ N/A
9. Voice Initiated Funds Transfer Instruction $ N/A $ N/A
10. Uncollectible Items of Deposit $ N/A $ N/A
11. Audit Expense $ 25,000 $ 25,000
ITEM 3. THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING
ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:
1) CA Premium Endorsement; 2) Deleting Valuation-Other Property Endorsement; 3) Compliance With
Applicable Trade Sanction Laws
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its
authorized officers, but it shall not be valid unless also signed by an
authorized representative of the Company.
/S/ W. ANDREW MACAN /S/ THOMAS F. MOTAMED
Secretary President
/S/ ROBERT HAMBURGER
Authorized Representative
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The COMPANY, in consideration of payment of the required premium, and in
reliance on the APPLICATION and all other statements made and information
furnished to the COMPANY by the ASSURED, and subject to the DECLARATIONS made a
part of this Bond and to all other terms and conditions of this Bond, agrees to
pay the ASSURED for:
INSURING CLAUSES
EMPLOYEE 1. Loss resulting directly from LARCENY or EMBEZZLEMENT committed by any
EMPLOYEE, alone or in collusion with others.
ON PREMISES 2. Loss of PROPERTY resulting directly from robbery, burglary, false pretenses,
common law or statutory larceny, misplacement, mysterious unexplainable
disappearance, damage, destruction or removal, from the possession, custody or
control of the ASSURED, while such PROPERTY is lodged or deposited at premises
located anywhere.
IN TRANSIT 3. Loss of PROPERTY resulting directly from common law or statutory larceny,
misplacement, mysterious unexplainable disappearance, damage or destruction,
while the PROPERTY is in transit anywhere:
a. in an armored motor vehicle, including loading and unloading thereof,
b. in the custody of a natural person acting as a messenger of the ASSURED,
or
c. in the custody of a TRANSPORTATION COMPANY and being transported in a
conveyance other than an armored motor vehicle provided, however, that
covered PROPERTY transported in such manner is limited to the following:
(1) written records,
(2) securities issued in registered form, which are not endorsed or are
restrictively endorsed, or
(3) negotiable instruments not payable to bearer, which are not endorsed
or are restrictively endorsed.
Coverage under this INSURING CLAUSE begins immediately on the receipt of
such PROPERTY by the natural person or TRANSPORTATION COMPANY and ends
immediately on delivery to the premises of the addressee or to any representative
of the addressee located anywhere.
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INSURING CLAUSES
(CONTINUED)
FORGERY OR ALTERATION 4. Loss resulting directly from:
a. FORGERY on, or fraudulent material alteration of, any bills of exchange,
checks, drafts, acceptances, certificates of deposits, promissory notes, due
bills, money orders, orders upon public treasuries, letters of credit, other
written promises, orders or directions to pay sums certain in money, or
receipts for the withdrawal of PROPERTY, or
b. transferring, paying or delivering any funds or other PROPERTY, or establishing
any credit or giving any value in reliance on any written instructions, advices
or applications directed to the ASSURED authorizing or acknowledging the
transfer, payment, delivery or receipt of funds or other PROPERTY, which
instructions, advices or applications fraudulently purport to bear the
handwritten signature of any customer of the ASSURED, or shareholder or
subscriber to shares of an INVESTMENT COMPANY, or of any financial
institution or EMPLOYEE but which instructions, advices or applications either
bear a FORGERY or have been fraudulently materially altered without the
knowledge and consent of such customer, shareholder, subscriber, financial
institution or EMPLOYEE;
excluding, however, under this INSURING CLAUSE any loss covered under
INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
CLAUSE 5. is provided for in the DECLARATIONS of this Bond.
For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
signature is treated the same as a handwritten signature.
EXTENDED FORGERY 5. Loss resulting directly from the ASSURED having, in good faith, and in the
ordinary course of business, for its own account or the account of others in any
capacity:
a. acquired, accepted or received, accepted or received, sold or delivered, or
given value, extended credit or assumed liability, in reliance on any original
SECURITIES, DOCUMENTS OR OTHER WRITTEN INSTRUMENTS which prove to:
(1) bear a FORGERY or a fraudulently material alteration,
(2) have been lost or stolen, or
(3) be COUNTERFEIT, or
b. guaranteed in writing or witnessed any signatures on any transfer,
assignment, bill of sale, power of attorney, guarantee, endorsement or other
obligation upon or in connection with any SECURITIES, DOCUMENTS OR OTHER
WRITTEN INSTRUMENTS.
Actual physical possession, and continued actual physical possession if taken as
collateral, of such SECURITIES, DOCUMENTS OR OTHER WRITTEN INSTRUMENTS by an
EMPLOYEE, CUSTODIAN, or a Federal or State chartered deposit institution of the
ASSURED is a condition precedent to the ASSURED having relied on such items.
Release or return of such collateral is an acknowledgment by the ASSURED that it
no longer relies on such collateral.
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INSURING CLAUSES
EXTENDED FORGERY For the purpose of this INSURING CLAUSE, a mechanically
reproduced facsimile (CONTINUED) signature is treated the same as a
handwritten signature.
COUNTERFEIT MONEY 6. Loss resulting directly from the receipt by the ASSURED in good faith of any
COUNTERFEIT money.
THREATS TO PERSON 7. Loss resulting directly from surrender of PROPERTY away from an office of the
ASSURED as a result of a threat communicated to the ASSURED to do bodily
harm to an EMPLOYEE as defined in Section 1.e. (1), (2) and (5), a RELATIVE or
invitee of such EMPLOYEE, or a resident of the household of such EMPLOYEE, who
is, or allegedly is, being held captive provided, however, that prior to the surrender
of such PROPERTY:
a. the EMPLOYEE who receives the threat has made a reasonable effort to
notify an officer of the ASSURED who is not involved in such threat, and
b. the ASSURED has made a reasonable effort to notify the Federal Bureau of
Investigation and local law enforcement authorities concerning such threat.
It is agreed that for purposes of this INSURING CLAUSE, any EMPLOYEE of the
ASSURED, as set forth in the preceding paragraph, shall be deemed to be an
ASSURED hereunder, but only with respect to the surrender of money, securities
and other tangible personal property in which such EMPLOYEE has a legal or
equitable interest.
COMPUTER SYSTEM 8. Loss resulting directly from fraudulent:
a. entries of data into, or
b. changes of data elements or programs within,
a COMPUTER SYSTEM, provided the fraudulent entry or change causes:
(1) funds or other property to be transferred, paid or delivered,
(2) an account of the ASSURED or of its customer to be added, deleted,
debited or credited, or
(3) an unauthorized account or a fictitious account to be debited or
credited.
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INSURING CLAUSES
(CONTINUED)
VOICE INITIATED FUNDS 9. Loss resulting directly from VOICE INITIATED FUNDS TRANSFER INSTRUCTION directed
TRANSFER INSTRUCTION to the ASSURED authorizing the transfer of dividends or redemption proceeds of
INVESTMENT COMPANY shares from a CUSTOMER'S account, provided such VOICE
INITIATED FUNDS TRANSFER INSTRUCTION was:
a. received at the ASSURED'S offices by those EMPLOYEES of the ASSURED
specifically authorized to receive the VOICE INITIATED FUNDS TRANSFER
INSTRUCTION,
b. made by a person purporting to be a CUSTOMER, and
c. made by said person for the purpose of causing the ASSURED or CUSTOMER
to sustain a loss or making an improper personal financial gain for such
person or any other person.
In order for coverage to apply under this INSURING CLAUSE, all VOICE INITIATED
FUNDS TRANSFER INSTRUCTIONS must be received and processed in accordance with
the Designated Procedures outlined in the APPLICATION furnished to the
COMPANY.
UNCOLLECTIBLE ITEMS OF 10. Loss resulting directly from the ASSURED having credited an account of a
DEPOSIT customer, shareholder or subscriber on the faith of any ITEMS OF DEPOSIT which
prove to be uncollectible, provided that the crediting of such account causes:
a. redemptions or withdrawals to be permitted,
b. shares to be issued, or
c. dividends to be paid,
from an account of an INVESTMENT COMPANY.
In order for coverage to apply under this INSURING CLAUSE, the ASSURED must hold
ITEMS OF DEPOSIT for the minimum number of days stated in the APPLICATION before
permitting any redemptions or withdrawals, issuing any shares or paying any
dividends with respect to such ITEMS OF DEPOSIT.
ITEMS OF DEPOSIT shall not be deemed uncollectible until the ASSURED'S
standard collection procedures have failed.
AUDIT EXPENSE 11. Expense incurred by the ASSURED for that part of the cost of audits or
examinations required by any governmental regulatory authority or self-regulatory
organization to be conducted by such authority, organization or their appointee by
reason of the discovery of loss sustained by the ASSURED and covered by this
Bond.
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GENERAL AGREEMENTS
ADDITIONAL COMPANIES A. If more than one corporation, or INVESTMENT COMPANY, or any combination of
INCLUDED AS ASSURED them is included as the ASSURED herein:
(1) The total liability of the COMPANY under this Bond for loss or losses
sustained by any one or more or all of them shall not exceed the limit for
which the COMPANY would be liable under this Bond if all such loss were
sustained by any one of them.
(2) Only the first named ASSURED shall be deemed to be the sole agent of the
others for all purposes under this Bond, including but not limited to the giving
or receiving of any notice or proof required to be given and for the purpose of
effecting or accepting any amendments to or termination of this Bond. The
COMPANY shall furnish each INVESTMENT COMPANY with a copy of the
Bond and with any amendment thereto, together with a copy of each formal
filing of claim by any other named ASSURED and notification of the terms of
the settlement of each such claim prior to the execution of such settlement.
(3) The COMPANY shall not be responsible for the proper application of any
payment made hereunder to the first named ASSURED.
(4) Knowledge possessed or discovery made by any partner, director, trustee,
officer or supervisory employee of any ASSURED shall constitute knowledge
or discovery by all the ASSUREDS for the purposes of this Bond.
(5) If the first named ASSURED ceases for any reason to be covered under this
Bond, then the ASSURED next named on the APPLICATION shall thereafter
be considered as the first named ASSURED for the purposes of this Bond.
REPRESENTATION MADE BY B. The ASSURED represents that all information it has furnished in the
ASSURED APPLICATION for this Bond or otherwise is complete, true and correct. Such
APPLICATION and other information constitute part of this Bond.
The ASSURED must promptly notify the COMPANY of any change in any fact or
circumstance which materially affects the risk assumed by the COMPANY under
this Bond.
Any intentional misrepresentation, omission, concealment or incorrect statement of
a material fact, in the APPLICATION or otherwise, shall be grounds for recision of
this Bond.
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GENERAL AGREEMENTS
(CONTINUED)
ADDITIONAL OFFICES OR C. If the ASSURED, other than an INVESTMENT COMPANY, while this Bond is in force,
EMPLOYEES - CONSOLIDATION, merges or consolidates with, or purchases or acquires assets or liabilities of
MERGER OR PURCHASE OR another institution, the ASSURED shall not have the coverage afforded under this
ACQUISITION OF ASSETS Bond for loss which has:
ORLIABILITIES - NOTICE TO (1) occurred or will occur on premises, or
COMPANY
(2) been caused or will be caused by an employee, or
(3) arisen or will arise out of the assets or liabilities,
of such institution, unless the ASSURED:
a. gives the COMPANY written notice of the proposed consolidation, merger or
purchase or acquisition of assets or liabilities prior to the proposed effective
date of such action, and
b. obtains the written consent of the COMPANY to extend some or all of the
coverage provided by this Bond to such additional exposure, and
c. on obtaining such consent, pays to the COMPANY an additional premium.
CHANGE OF CONTROL - D. When the ASSURED learns of a change in control (other than in an INVESTMENT
NOTICE TO COMPANY COMPANY), as set forth in Section 2(a) (9) of the Investment Company Act of
1940, the ASSURED shall within sixty (60) days give written notice to the
COMPANY setting forth:
(1) the names of the transferors and transferees (or the names of the beneficial
owners if the voting securities are registered in another name),
(2) 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
(3) the total number of outstanding voting securities.
Failure to give the required notice shall result in termination of coverage for any
loss involving a transferee, to be effective on the date of such change in control.
COURT COSTS AND E. The COMPANY will indemnify the ASSURED for court costs and reasonable
ATTORNEYS' FEES attorneys' fees incurred and paid by the ASSURED in defense, whether or not
successful, whether or not fully litigated on the merits and whether or not settled,
of any claim, suit or legal proceeding with respect to which the ASSURED would
be entitled to recovery under this Bond. However, with respect to INSURING
CLAUSE 1., this Section shall only apply in the event that:
(1) an EMPLOYEE admits to being guilty of LARCENY OR EMBEZZLEMENT,
(2) an EMPLOYEE is adjudicated to be guilty of LARCENY OR EMBEZZLEMENT, or
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GENERAL AGREEMENTS
COURT COSTS AND (3) in the absence of 1 or 2 above, an arbitration panel agrees, after a review of
ATTORNEYS' FEES an agreed statement of facts between the COMPANY and the ASSURED,
(CONTINUED) that an EMPLOYEE would be found guilty of LARCENY OR EMBEZZLEMENT if
such EMPLOYEE were prosecuted.
The ASSURED shall promptly give notice to the COMPANY of any such suit or legal
proceeding and at the request of the COMPANY shall furnish copies of all
pleadings and pertinent papers to the COMPANY. The COMPANY may, at its sole
option, elect to conduct the defense of all or part of such legal proceeding.
The defense by the COMPANY shall be in the name of the ASSURED through attorneys
selected by the COMPANY. The ASSURED shall provide all reasonable information
and assistance as required by the COMPANY for such defense.
If the COMPANY declines to defend the ASSURED, no settlement without the prior
written consent of the COMPANY nor judgment against the ASSURED shall determine
the existence, extent or amount of coverage under this Bond.
If the amount demanded in any such suit or legal proceeding is within the
DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court costs
and attorney's fees incurred in defending all or part of such suit or legal
proceeding.
If the amount demanded in any such suit or legal proceeding is in excess of the
LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees
incurred in defending all or part of such suit or legal proceedings is limited
to the proportion of such court costs and attorney's fees incurred that the
LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
INSURING CLAUSE bears to the total of the amount demanded in such suit or legal
proceeding.
If the amount demanded is any such suit or legal proceeding is in excess of the
DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM 2.
of the DECLARATIONS for the applicable INSURING CLAUSE, the COMPANY'S liability
for court costs and attorney's fees incurred in defending all or part of such
suit or legal proceedings shall be limited to the proportion of such court costs
or attorney's fees that the amount demanded that would be payable
under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
amount demanded.
Amounts paid by the COMPANY for court costs and attorneys' fees shall be in
addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.
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CONDITIONS AND
LIMITATIONS
DEFINITIONS 1. As used in this Bond:
a. COMPUTER SYSTEM means a computer and all input, output, processing,
storage, off-line media libraries, and communication facilities which are
connected to the computer and which are under the control and supervision
of the operating system(s) or application(s) software used by the ASSURED.
b. COUNTERFEIT means an imitation of an actual valid original which is intended
to deceive and be taken as the original.
c. CUSTODIAN means the institution designated by an INVESTMENT COMPANY to
maintain possession and control of its assets.
d. CUSTOMER means an individual, corporate, partnership, trust customer,
shareholder or subscriber of an INVESTMENT COMPANY which has a written
agreement with the ASSURED for VOICE INITIATED FUNDS TRANSFER
INSTRUCTION.
e. EMPLOYEE means:
(1) an officer of the ASSURED,
(2) a natural person while in the regular service of the ASSURED at any of
the ASSURED'S premises and compensated directly by the ASSURED
through its payroll system and subject to the United States Internal
Revenue Service Form W-2 or equivalent income reporting plans of
other countries, and whom the ASSURED has the right to control and
direct both as to the result to be accomplished and details and means
by which such result is accomplished in the performance of such
service,
(3) a guest student pursuing studies or performing duties in any of the
ASSURED'S premises,
(4) an attorney retained by the ASSURED and an employee of such
attorney while either is performing legal services for the ASSURED,
(5) a natural person provided by an employment contractor to perform
employee duties for the ASSURED under the ASSURED'S supervision
at any of the ASSURED'S premises,
(6) an employee of an institution merged or consolidated with the
ASSURED prior to the effective date of this Bond,
(7) a director or trustee of the ASSURED, but only while performing acts
within the scope of the customary and usual duties of any officer or
other employee of the ASSURED or while acting as a member of any
committee duly elected or appointed to examine or audit or have
custody of or access to PROPERTY of the ASSURED, or
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CONDITIONS AND
LIMITATIONS
DEFINITIONS (8) each natural person, partnership or corporation authorized by written
(CONTINUED) agreement with the ASSURED to perform services as electronic data
processor of checks or other accounting records related to such checks but
only while such person, partnership or corporation is actually performing
such services and not:
a. creating, preparing, modifying or maintaining the ASSURED'S
computer software or programs, or
b. acting as transfer agent or in any other agency capacity in issuing
checks, drafts or securities for the ASSURED,
(9) any partner, officer or employee of an investment advisor, an underwriter
(distributor), a transfer agent or shareholder accounting recordkeeper, or an
administrator, for an INVESTMENT COMPANY while performing acts coming
within the scope of the customary and usual duties of an officer or employee
of an INVESTMENT COMPANY or acting as a member of any committee duly
elected or appointed to examine, audit or have custody of or access to
PROPERTY of AN INVESTMENT COMPANY.
The term EMPLOYEE shall not include any partner, officer or employee of a
transfer agent, shareholder accounting recordkeeper or administrator:
a. which is not an "affiliated person" (as defined in Section 2(a) of the
Investment Company Act of 1940) of an INVESTMENT COMPANY or of
the investment advisor or underwriter (distributor) of such INVESTMENT
COMPANY, or
b. which is a "bank" (as defined in Section 2(a) of the Investment
Company Act of 1940).
This Bond does not afford coverage in favor of the employers of
persons as set forth in e. (4), (5) and (8) above, and upon payment to
the ASSURED by the COMPANY resulting directly from LARCENY OR
EMBEZZLEMENT committed by any of the partners, officers or
employees of such employers, whether acting alone or in collusion
with others, an assignment of such of the ASSURED'S rights and
causes of action as it may have against such employers by reason of
such acts so committed shall, to the extent of such payment, be given
by the ASSURED to the COMPANY, and the ASSURED shall execute
all papers necessary to secure to the COMPANY the rights provided
for herein.
Each employer of persons as set forth in e.(4), (5) and (8) above and the
partners, officers and other employees of such employers shall collectively be
deemed to be one person for all the purposes of this Bond; excepting, however,
the fifth paragraph of Section 13.
Independent contractors not specified in e.(4), (5) or (8) above,
intermediaries, agents, brokers or other representatives of the same general
character shall not be considered EMPLOYEES.
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CONDITIONS AND
LIMITATIONS
DEFINITIONS f. FORGERY means the signing of the name of another natural person with the
(CONTINUED) intent to deceive but does not mean a signature which consists in whole or in
part of one's own name, with or without authority, in any capacity for any
purpose.
g. INVESTMENT COMPANY means any investment company registered under the
Investment Company Act of 1940 and listed under the NAME OF ASSURED
on the DECLARATIONS.
h. ITEMS OF DEPOSIT means one or more checks or drafts drawn upon a
financial institution in the United States of America.
i. LARCENY OR EMBEZZLEMENT means larceny or embezzlement as defined in
Section 37 of the Investment Company Act of 1940.
j. PROPERTY means money, revenue and other stamps; securities; including any
note, stock, treasury stock, bond, debenture, evidence of indebtedness,
certificate of deposit, certificate of interest or participation in any profit-
sharing agreement, collateral trust certificate, preorganization certificate or
subscription, transferable share, investment contract, voting trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas, or
other mineral rights, any interest or instruments commonly known as a
security under the Investment Company Act of 1940, any other certificate of
interest or participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase any of the
foregoing; bills of exchange; acceptances; checks; withdrawal orders; money
orders; travelers' letters of credit; bills of lading; abstracts of title; insurance
policies, deeds, mortgages on real estate and/or upon chattels and interests
therein; assignments of such policies, deeds or mortgages; other valuable
papers, including books of accounts and other records used by the
ASSURED in the conduct of its business (but excluding all electronic data
processing records); and, all other instruments similar to or in the nature of
the foregoing in which the ASSURED acquired an interest at the time of the
ASSURED'S consolidation or merger with, or purchase of the principal
assets of, a predecessor or which are held by the ASSURED for any
purpose or in any capacity and whether so held gratuitously or not and
whether or not the ASSURED is liable therefor.
k. RELATIVE means the spouse of an EMPLOYEE or partner of the ASSURED
and any unmarried child supported wholly by, or living in the home of, such
EMPLOYEE or partner and being related to them by blood, marriage or legal
guardianship.
l. SECURITIES, DOCUMENTS OR OTHER WRITTEN INSTRUMENTS means original
(including original counterparts) negotiable or non-negotiable instruments, or
assignments thereof, which in and of themselves represent an equitable
interest, ownership, or debt and which are in the ordinary course of business
transferable by delivery of such instruments with any necessary
endorsements or assignments.
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CONDITIONS AND
LIMITATIONS
DEFINITIONS m. SUBSIDIARY means any organization that, at the inception date of this Bond,
(CONTINUED) is named in the APPLICATION or is created during the BOND PERIOD and
of which more than fifty percent (50%) of the outstanding securities or voting
rights representing the present right to vote for election of directors is owned
or controlled by the ASSURED either directly or through one or more of its
subsidiaries.
n. TRANSPORTATION COMPANY means any organization which provides its own
or its leased vehicles for transportation or which provides freight forwarding
or air express services.
o. VOICE INITIATED ELECTION means any election concerning dividend options
available to INVESTMENT COMPANY shareholders or subscribers which is
requested by voice over the telephone.
p. VOICE INITIATED REDEMPTION means any redemption of shares issued by an
INVESTMENT COMPANY which is requested by voice over the telephone.
q. VOICE INITIATED FUNDS TRANSFER INSTRUCTION means any VOICE INITIATED
REDEMPTION or VOICE INITIATED ELECTION.
For the purposes of these definitions, the singular includes the plural and the
plural includes the singular, unless otherwise indicated.
GENERAL EXCLUSIONS - 2. THIS BOND DOES NOT DIRECTLY OR INDIRECTLY COVER:
APPLICABLE TO ALL INSURING a. loss not reported to the COMPANY in writing within sixty (60) days after
CLAUSES termination of this Bond as an entirety;
b. loss due to riot or civil commotion outside the United States of America and
Canada, or any loss due to military, naval or usurped power, war or
insurrection. This Section 2.b., however, shall not apply to loss which occurs
in transit in the circumstances recited in INSURING CLAUSE 3., provided
that when such transit was initiated there was no knowledge on the part of
any person acting for the ASSURED of such riot, civil commotion, military,
naval or usurped power, war or insurrection;
c. loss resulting from the effects of nuclear fission or fusion or radioactivity;
d. loss of potential income including, but not limited to, interest and dividends
not realized by the ASSURED or by any customer of the ASSURED;
e. damages of any type for which the ASSURED is legally liable, except
compensatory damages, but not multiples thereof, arising from a loss
covered under this Bond;
f. costs, fees and expenses incurred by the ASSURED in establishing the
existence of or amount of loss under this Bond, except to the extent covered
under INSURING CLAUSE 11.;
g. loss resulting from indirect or consequential loss of any nature;
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CONDITIONS AND
LIMITATIONS
GENERAL EXCLUSIONS - h. loss resulting from dishonest acts by any member of the Board of Directors
APPLICABLE TO ALL INSURING or Board of Trustees of the ASSURED who is not an EMPLOYEE, acting
CLAUSES alone or in collusion with others;
(CONTINUED) i. loss, or that part of any loss, resulting solely from any violation by the
ASSURED or by any EMPLOYEE:
(1) of any law regulating:
a. the issuance, purchase or sale of securities,
b. securities transactions on security or commodity exchanges or
the over the counter market,
c. investment companies,
d. investment advisors, or
(2) of any rule or regulation made pursuant to any such law; or
j. loss of confidential information, material or data;
k. loss resulting from voice requests or instructions received over the
telephone, provided however, this Section 2.k. shall not apply to INSURING
CLAUSE 7. or 9.
SPECIFIC EXCLUSIONS - 3. THIS BOND DOES NOT DIRECTLY OR INDIRECTLY COVER:
APPLICABLE TO ALL INSURING a. loss caused by an EMPLOYEE, provided, however, this Section 3.a. shall not
CLAUSES EXCEPT INSURING apply to loss covered under INSURING CLAUSE 2. or 3. which results
CLAUSE 1. directly from misplacement, mysterious unexplainable disappearance, or
damage or destruction of PROPERTY;
b. loss through the surrender of property away from premises of the ASSURED
as a result of a threat:
(1) to do bodily harm to any natural person, except loss of PROPERTY in
transit in the custody of any person acting as messenger of the
ASSURED, provided that when such transit was initiated there was no
knowledge by the ASSURED of any such threat, and provided further
that this Section 3.b. shall not apply to INSURING CLAUSE 7., or
(2) to do damage to the premises or PROPERTY of the ASSURED;
c. loss resulting from payments made or withdrawals from any account
involving erroneous credits to such account;
d. loss involving ITEMS OF DEPOSIT which are not finally paid for any reason
provided however, that this Section 3.d. shall not apply to INSURING
CLAUSE 10.;
e. loss of property while in the mail;
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 12 of 19
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CONDITIONS AND
LIMITATIONS
SPECIFIC EXCLUSIONS - f. loss resulting from the failure for any reason of a financial or depository
APPLICABLE TO ALL INSURING institution, its receiver or other liquidator to pay or deliver funds or other
CLAUSES EXCEPT INSURING PROPERTY to the ASSURED provided further that this Section 3.f. shall not
CLAUSE 1. apply to loss of PROPERTY resulting directly from robbery, burglary,
(CONTINUED) misplacement, mysterious unexplainable disappearance, damage,
destruction or removal from the possession, custody or control of the
ASSURED.
g. loss of PROPERTY while in the custody of a TRANSPORTATION COMPANY,
provided however, that this Section 3.g. shall not apply to INSURING
CLAUSE 3.;
h. loss resulting from entries or changes made by a natural person with
authorized access to a COMPUTER SYSTEM who acts in good faith on
instructions, unless such instructions are given to that person by a software
contractor or its partner, officer, or employee authorized by the ASSURED to
design, develop, prepare, supply, service, write or implement programs for
the ASSURED's COMPUTER SYSTEM; or
i. loss resulting directly or indirectly from the input of data into a COMPUTER
SYSTEM terminal, either on the premises of the customer of the ASSURED
or under the control of such a customer, by a customer or other person who
had authorized access to the customer's authentication mechanism.
SPECIFIC EXCLUSIONS - 4. THIS BOND DOES NOT DIRECTLY OR INDIRECTLY COVER:
APPLICABLE TO ALL INSURING a. loss resulting from the complete or partial non-payment of or default on any
CLAUSES EXCEPT INSURING loan whether such loan was procured in good faith or through trick, artifice,
CLAUSES 1., 4., AND 5. fraud or false pretenses; provided, however, this Section 4.a. shall not apply
to INSURING CLAUSE 8.;
b. loss resulting from forgery or any alteration;
c. loss involving a counterfeit provided, however, this Section 4.c. shall not
apply to INSURING CLAUSE 5. or 6.
LIMIT OF LIABILITY/NON- 5. At all times prior to termination of this Bond, this Bond shall continue in force for
REDUCTION AND NON- the limit stated in the applicable sections of ITEM 2. of the DECLARATIONS,
ACCUMULATION OF LIABILITY notwithstanding any previous loss for which the COMPANY may have paid or be
liable to pay under this Bond provided, however, that the liability of the COMPANY
under this Bond with respect to all loss resulting from:
a. any one act of burglary, robbery or hold-up, or attempt thereat, in which no
EMPLOYEE is concerned or implicated, or
b. any one unintentional or negligent act on the part of any one person
resulting in damage to or destruction or misplacement of PROPERTY, or
c. all acts, other than those specified in a. above, of any one person, or
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 13 of 19
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CONDITIONS AND
LIMITATIONS
LIMIT OF LIABILITY/NON- d. any one casualty or event other than those specified in a., b., or c. above,
REDUCTION AND NON- shall be deemed to be one loss and shall be limited to the applicable LIMIT OF
ACCUMULATION OF LIABILITY LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of
(CONTINUED) the total amount of such loss or losses and shall not be cumulative in amounts
from year to year or from period to period.
All acts, as specified in c. above, of any one person which
i. directly or indirectly aid in any way wrongful acts of any other person or
persons, or
ii. permit the continuation of wrongful acts of any other person or persons
whether such acts are committed with or without the knowledge of the wrongful
acts of the person so aided, and whether such acts are committed with or without
the intent to aid such other person, shall be deemed to be one loss with the
wrongful acts of all persons so aided.
DISCOVERY 6. This Bond applies only to loss first discovered by an officer of the ASSURED
during the BOND PERIOD. Discovery occurs at the earlier of an officer of the
ASSURED being aware of:
a. facts which may subsequently result in a loss of a type covered by this Bond,
or
b. an actual or potential claim in which it is alleged that the ASSURED is liable
to a third party,
regardless of when the act or acts causing or contributing to such loss occurred,
even though the amount of loss does not exceed the applicable DEDUCTIBLE
AMOUNT, or the exact amount or details of loss may not then be known.
NOTICE TO COMPANY - 7. a. The ASSURED shall give the COMPANY notice thereof at the earliest
PROOF - LEGAL PROCEEDINGS practicable moment, not to exceed sixty (60) days after discovery of loss, in
AGAINST COMPANY an amount that is in excess of 50% of the applicable DEDUCTIBLE
AMOUNT, as stated in ITEM 2. of the DECLARATIONS.
b. The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to,
with full particulars within six (6) months after such discovery.
c. Securities listed in a proof of loss shall be identified by certificate or bond
numbers, if issued with them.
d. Legal proceedings for the recovery of any loss under this Bond shall not be
brought prior to the expiration of sixty (60) days after the proof of loss is filed
with the COMPANY or after the expiration of twenty-four (24) months from
the discovery of such loss.
e. This Bond affords coverage only in favor of the ASSURED. No claim, suit,
action or legal proceedings shall be brought under this Bond by anyone
other than the ASSURED.
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 14 of 19
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CONDITIONS AND
LIMITATIONS
NOTICE TO COMPANY - f. Proof of loss involving VOICE INITIATED FUNDS TRANSFER INSTRUCTION shall
PROOF - LEGAL PROCEEDINGS include electronic recordings of such instructions.
AGAINST COMPANY
(CONTINUED)
DEDUCTIBLE AMOUNT 8. The COMPANY shall not be liable under any INSURING CLAUSES of this Bond
on account of loss unless the amount of such loss, after deducting the net amount
of all reimbursement and/or recovery obtained or made by the ASSURED, other
than from any Bond or policy of insurance issued by an insurance company and
covering such loss, or by the COMPANY on account thereof prior to payment by
the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in
ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event
for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
DECLARATIONS.
There shall be no deductible applicable to any loss under INSURING CLAUSE 1.
sustained by any INVESTMENT COMPANY.
VALUATION 9.
BOOKS OF ACCOUNT OR OTHER RECORDS The value of any loss of PROPERTY consisting
of books of account or other records used by the ASSURED in the conduct of its
business shall be the amount paid by the ASSURED for blank books, blank pages,
or other materials which replace the lost books of account or other records,
plus the cost of labor paid by the ASSURED for the actual transcription or
copying of data to reproduce such books of account or other records.
The value of any loss of PROPERTY other than books of account or other records
used by the ASSURED in the conduct of its business, for which a claim is made
shall be determined by the average market value of such PROPERTY on the business
day immediately preceding discovery of such loss provided, however, that the
value of any PROPERTY replaced by the ASSURED with the consent of the COMPANY
and prior to the settlement of any claim for such PROPERTY shall be the actual
market value at the time of replacement.
In the case of a loss of interim certificates, warrants, rights or other
securities, the production of which is necessary to the exercise of
subscription, conversion, redemption or deposit privileges, the value of them
shall be the market value of such privileges immediately preceding their
expiration if said loss is not discovered until after their expiration. If no
market price is quoted for such PROPERTY or for such privileges, the value shall
be fixed by agreement between the parties. OTHER PROPERTY
The value of any loss of PROPERTY, other than as stated above, shall be the
actual cash value or the cost of repairing or replacing such PROPERTY with
PROPERTY of like quality and value, whichever is less.
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 15 of 19
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CONDITIONS AND
LIMITATIONS
(CONTINUED)
SECURITIES SETTLEMENT 10. In the event of a loss of securities covered under this Bond, the COMPANY may,
at its sole discretion, purchase replacement securities, tender the value of the
securities in money, or issue its indemnity to effect replacement securities.
The indemnity required from the ASSURED under the terms of this Section against
all loss, cost or expense arising from the replacement of securities by the
COMPANY'S indemnity shall be:
a. for securities having a value less than or equal to the applicable
DEDUCTIBLE AMOUNT - one hundred (100%) percent;
b. for securities having a value in excess of the DEDUCTIBLE AMOUNT but
within the applicable LIMIT OF LIABILITY - the percentage that the
DEDUCTIBLE AMOUNT bears to the value of the securities;
c. for securities having a value greater than the applicable LIMIT OF LIABILITY
- the percentage that the DEDUCTIBLE AMOUNT and portion in excess of
the applicable LIMIT OF LIABILITY bears to the value of the securities.
The value referred to in Section 10.a., b., and c. is the value in accordance with
Section 9, VALUATION, regardless of the value of such securities at the time the
loss under the COMPANY'S indemnity is sustained.
The COMPANY is not required to issue its indemnity for any portion of a loss of
securities which is not covered by this Bond; however, the COMPANY may do so
as a courtesy to the ASSURED and at its sole discretion.
The ASSURED shall pay the proportion of the Company's premium charge for the
Company's indemnity as set forth in Section 10.a., b., and c. No portion of the
LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
purchased by the ASSURED to obtain replacement securities.
SUBROGATION - ASSIGNMENT - 11. In the event of a payment under this Bond, the COMPANY shall be subrogated to
RECOVERY all of the ASSURED'S rights of recovery against any person or entity to the extent
of such payment. On request, the ASSURED shall deliver to the COMPANY an
assignment of the ASSURED'S rights, title and interest and causes of action
against any person or entity to the extent of such payment.
Recoveries, whether effected by the COMPANY or by the ASSURED, shall be
applied net of the expense of such recovery in the following order:
a. first, to the satisfaction of the ASSURED'S loss which would otherwise have
been paid but for the fact that it is in excess of the applicable LIMIT OF
LIABILITY,
b. second, to the COMPANY in satisfaction of amounts paid in settlement of
the ASSURED'S claim,
c. third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE
AMOUNT, and
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 16 of 19
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CONDITIONS AND
LIMITATIONS
SUBROGATION - ASSIGNMENT - d. fourth, to the ASSURED in satisfaction of any loss suffered by the
RECOVERY ASSURED which was not covered under this Bond.
(CONTINUED) Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a
recovery under this section.
COOPERATION OF ASSURED 12. At the COMPANY'S request and at reasonable times and places designated by
the COMPANY, the ASSURED shall:
a. submit to examination by the COMPANY and subscribe to the same under
oath,
b. produce for the COMPANY'S examination all pertinent records, and
c. cooperate with the COMPANY in all matters pertaining to the loss.
The ASSURED shall execute all papers and render assistance to secure to the
COMPANY the rights and causes of action provided for under this Bond. The
ASSURED shall do nothing after loss to prejudice such rights or causes of
action.
TERMINATION 13. If the Bond is for a sole ASSURED, it shall not be terminated unless written notice
shall have been given by the acting party to the affected party and to the
Securities and Exchange Commission, Washington, D.C., not less than sixty (60)
days prior to the effective date of such termination.
If the Bond is for a joint ASSURED, it shall not be terminated unless written notice
shall have been given by the acting party to the affected party, and by the
COMPANY to all ASSURED INVESTMENT COMPANIES and to the Securities and
Exchange Commission, Washington, D.C., not less than sixty (60) days prior to
the effective date of such termination.
This Bond will terminate as to any one ASSURED, other than an INVESTMENT
COMPANY:
a. immediately on the taking over of such ASSURED by a receiver or other
liquidator or by State or Federal officials, or
b. immediately on the filing of a petition under any State or Federal statute
relative to bankruptcy or reorganization of the ASSURED, or assignment for
the benefit of creditors of the ASSURED, or
c. immediately upon such ASSURED ceasing to exist, whether through merger
into another entity, disposition of all of its assets or otherwise.
The COMPANY shall refund the unearned premium computed at short rates in
accordance with the standard short rate cancellation tables if terminated by the
ASSURED or pro rata if terminated for any other reason.
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 17 of 19
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CONDITIONS AND
LIMITATIONS
TERMINATION If any partner, director, trustee, or officer or supervisory employee of an
(CONTINUED) ASSURED not acting in collusion with an EMPLOYEE learns of any dishonest act
committed by such EMPLOYEE at any time, whether in the employment of the
ASSURED or otherwise, whether or not such act is of the type covered under this
Bond, and whether against the ASSURED or any other person or entity, the
ASSURED:
a. shall immediately remove such EMPLOYEE from a position that would enable
such EMPLOYEE to cause the ASSURED to suffer a loss covered by this
Bond; and
b. within forty-eight (48) hours of learning that an EMPLOYEE has committed
any dishonest act, shall notify the COMPANY, of such action and provide full
particulars of such dishonest act.
The COMPANY may terminate coverage as respects any EMPLOYEE sixty (60)
days after written notice is received by each ASSURED INVESTMENT COMPANY
and the Securities and Exchange Commission, Washington, D.C. of its desire to
terminate this Bond as to such EMPLOYEE.
OTHER INSURANCE 14. Coverage under this Bond shall apply only as excess over any valid and collectible
insurance, indemnity or suretyship obtained by or on behalf of:
a. the ASSURED,
b. a TRANSPORTATION COMPANY, or
c. another entity on whose premises the loss occurred or which employed the
person causing the loss or engaged the messenger conveying the PROPERTY
involved.
CONFORMITY 15. If any limitation within this Bond is prohibited by any law controlling this Bond's
construction, such limitation shall be deemed to be amended so as to equal the
minimum period of limitation provided by such law.
CHANGE OR MODIFICATION 16. This Bond or any instrument amending or affecting this Bond may not be changed
or modified orally. No change in or modification of this Bond shall be effective
except when made by written endorsement to this Bond signed by an authorized
representative of the COMPANY.
If this Bond is for a sole ASSURED, no change or modification which would
adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
days after written notice has been furnished to the Securities and Exchange
Commission, Washington, D.C., by the acting party.
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 18 of 19
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CONDITIONS AND
LIMITATIONS
CHANGE OR MODIFICATION If this Bond is for a joint ASSURED, no charge or
(CONTINUED) modification which would adversely affect the rights of the ASSURED
shall be effective prior to sixty (60) days after written notice has been
furnished to all insured INVESTMENT COMPANIES and to the Securities and
Exchange Commission, Washington, D.C., by the COMPANY.
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 19 of 19
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ENDORSEMENT/RIDER
Effective date of
this endorsement/rider: May 15, 2007 FEDERAL INSURANCE COMPANY
Endorsement/Rider No. 1
To be attached to and
form a part of Bond No. 81906377
Issued to: FLAHERTY & CRUMRINE / CLAYMORE TOTAL RETURN FUND
INCORPORATED
DELETING VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION
ENDORSEMENT
In consideration of the premium charged, it is agreed that this Bond is amended
as follows:
1. The paragraph titled Other Property in Section 9, Valuation, is
deleted in its entirety.
2. The third paragraph in Section 16, Change or Modification, is
deleted in its entirety and replaced with the following:
If this Bond is for a joint ASSURED, no change or modification
which would adversely affect the rights of the ASSURED shall be
effective prior to sixty (60) days after written notice has been
furnished to all insured INVESTMENT COMPANIES and the Securities
and Exchange Commission, Washington, D.C., by the COMPANY.
The title and any headings in this endorsement/rider are solely for convenience
and form no part of the terms and conditions of coverage. All other terms,
conditions and limitations of this Bond shall remain unchanged.
/S/ ROBERT HAMBURGER
Authorized Representative
17-02-2437 (12/2006) rev. Page 1
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Effective date of
this endorsement: May 15, 2007 FEDERAL INSURANCE COMPANY
Endorsement No.: 2
To be attached to and form a part of Bond
Number: 81906377
Issued to: FLAHERTY & CRUMRINE / CLAYMORE TOTAL RETURN FUND
INCORPORATED
COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS RIDER
It is agreed that this insurance does not apply to the extent that trade or
economic sanctions or other laws or regulations prohibit the coverage provided
by this insurance.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
Date: May 14, 2007
/S/ ROBERT HAMBURGER
Authorized Representative
Form 14-02-9228 (Ed. 4/2004)
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FEDERAL INSURANCE COMPANY
Endorsement No: 3
Bond Number: 81906377
NAME OF ASSURED: FLAHERTY & CRUMRINE / CLAYMORE TOTAL RETURN FUND
INCORPORATED
PREMIUM ENDORSEMENT
It is agreed that:
1. The premium for this Bond for the period May 15, 2007 to May 15, 2008 is:
Premium: Two Thousand Four Hundred Forty-Eight Dollars ($2,448.00)
2. It is further agreed that this premium is subject to change during this
period if amendments are made to this Bond at the request of the ASSURED.
This Endorsement applies to loss discovered after 12:01 a.m. on May 15, 2007.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
Date: May 14, 2007
/S/ ROBERT HAMBURGER
Authorized Representative
ICAP Bond
Form 17-02-0735 (Rev. 1-97)
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IMPORTANT POLICYHOLDER INFORMATION
Inquiries concerning your policy should be directed to your insurance agent. The
name, address and telephone number of your agent, if one is involved, is shown
on the policy and/or in the material accompanying the policy. If you require
additional information you may contact the California Insurance Department at
either the following address or phone number:
California Insurance Department
300 South Spring Street
Los Angeles, CA 90012
1-800-927-HELP
Form 14-02-1495 (Ed. 1/94)
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IMPORTANT NOTICE
The premium shown on this policy or premium statement may be subject to
adjustment in accordance with the provisions of California law recently adopted
by ballot initiative. You will be informed about any adjustment as soon as the
requirements of the law and their effect on your premium can be determined.
Form 99-10-0267 (Ed. 2/98)
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CHUBB & SON, DIV. OF FEDERAL INSURANCE COMPANY
AS MANAGER OF THE MEMBER INSURERS OF THE
CHUBB GROUP OF INSURANCE COMPANIES
POLICYHOLDER
DISCLOSURE NOTICE OF
TERRORISM INSURANCE COVERAGE
(FOR POLICIES WITH NO TERRORISM EXCLUSION OR SUBLIMIT)
You are hereby notified that, under the Terrorism Risk Insurance Act of 2002
(the "Act") effective November 26, 2002, this policy makes available to you
insurance for losses arising out of certain acts of international terrorism.
Terrorism is defined as any act certified by the Secretary of the Treasury, in
concurrence with the Secretary of State and the Attorney General of the United
States, to be an act of terrorism; to be a violent act or an act that is
dangerous to human life, property or infrastructure; to have resulted in damage
within the United States, or outside the United States in the case of an air
carrier or vessel or the premises of a United States Mission; and to have been
committed by an individual or individuals acting on behalf of any foreign person
or foreign interest, as part of an effort to coerce the civilian population of
the United States or to influence the policy or affect the conduct of the
United States Government by coercion.
You should know that the insurance provided by your policy for losses caused by
acts of terrorism is partially reimbursed by the United States under the formula
set forth in the Act. Under this formula, the United States pays 90% of covered
terrorism losses that exceed the statutorily established deductible to be paid
by the insurance company providing the coverage. The portion of your policy's
annual premium that is attributable to insurance for such acts of terrorism is:
$ -0-.
If you have any questions about this notice, please contact your agent or
broker.
Form 10-02-1281 (Ed. 1/2003)
IMPORTANT NOTICE:
THE SEC REQUIRES PROOF OF YOUR FIDELITY INSURANCE POLICY
Your company is now required to file an electronic copy of your fidelity
insurance coverage (Chubb's ICAP Bond policy) to the Securities and Exchange
Commission (SEC), according to rules adopted by the SEC on June 12, 2006.
Chubb is in the process of providing your agent/broker with an electronic copy
of your insurance policy as well as instructions on how to submit this proof of
fidelity insurance coverage to the SEC. You can expect to receive this
information from your agent/broker shortly.
The electronic copy of your policy is provided by Chubb solely as a convenience
and does not affect the terms and conditions of coverage as set forth in the
paper policy you receive by mail. The terms and conditions of the policy mailed
to you, which are the same as those set forth in the electronic copy, constitute
the entire agreement between your company and Chubb.
If you have any questions, please contact your agent or broker.
Form 14-02-12160 (ed. 7/2006)
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THE FOLLOWING RESOLUTIONS WERE ADOPTED AT THE APRIL 20, 2007 MEETING OF THE
BOARD OF DIRECTORS OF FLAHERTY & CRUMRINE/CLAYMORE TOTAL RETURN FUND
INCORPORATED AT WHICH A MAJORITY OF DIRECTORS WHO ARE NOT "INTERESTED PERSONS"
APPROVED THE CURRENT BOND FOR THE PERIOD FROM MAY 15, 2007 TO MAY 15, 2008:
RESOLVED: That the renewal of the fidelity bond
coverage for the period from May 15, 2007 to
May 15, 2008, which provides coverage in the
aggregate amount of $750,000, is hereby
approved; and further
RESOLVED: That it is the finding of the Directors at
this Meeting that the fidelity bond (the
"Bond") issued through Chubb Group of
Insurance Companies in the amount of $750,000
covering officers and employees of the Fund,
in accordance with the requirements of Rule
17g-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), is
reasonable in form and amount, after having
given due consideration to, among other
things, the value of the aggregate assets of
the Fund to which any person covered under
the Bond may have access, the custody and
safekeeping of the assets of the Fund's
portfolio, and the nature of the securities
in the Fund's portfolio; and further
RESOLVED: That the premium in the amount of $2,448 paid
by the Fund under the Bond is hereby
authorized; and further
RESOLVED: That the appropriate officers of the Fund are
hereby authorized and directed to take such
other action as may from time to time be
necessary or appropriate in order to conform
to the provisions of the 1940 Act and the
rules and regulations under that Act; and
further
RESOLVED: That the Secretary or Assistant Secretary of
the Fund shall make such filings concerning
the Bond with the Securities and Exchange
Commission ("SEC") and give such notices as
required under paragraph (g) of Rule 17g-1
promulgated by the SEC under the 1940 Act.