December 17, 2007


United States Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention:  Filing Desk

                  Re:  Harris & Harris Group, Inc.
                       File Number 814-176
                       -------------------

Dear Sir or Madam:

Filed herewith is an increase to the fidelity bond for Harris & Harris Group,
Inc. as required by Rule 17g-1 under the Investment Company Act of 1940 (the
"1940 Act") for the periods covering October 31, 2007 through October 31, 2008.
Enclosed is a copy of the executed bond endorsements and the resolutions
approved by a majority of the board of directors of the company who are not
"interested persons" as defined by Section 2(a)(19) of the 1940 Act. The
premiums of the bond have been paid for the entire period covered by the bond.
Please contact the undersigned at 212-582-0900, ext. 15 with any questions.

                                                  Sincerely,

                                                  /s/ Sandra M. Forman

                                                  Sandra M. Forman
                                                  General Counsel

SMF/jm

Enclosures




                           HARRIS & HARRIS GROUP, INC.


                             SECRETARY'S CERTIFICATE
                             -----------------------


                   I, Susan T. Harris, solely in my capacity as Secretary of
Harris & Harris Group, Inc. (the "Company"), hereby certify on behalf of the
Company that I am a duly appointed, qualified and presently incumbent Secretary
of the Company; I am familiar with the facts herein certified and duly
authorized to certify the same, and make this Certificate in connection with the
Minutes of the November 1, 2007 Board of Directors Meeting.

                   At a meeting held on November 1, 2007, the Board of
Directors, upon motion duly made, seconded and unanimously carried, adopted the
following resolutions:

                  WHEREAS, Section 17(g) of the Investment Company Act of 1940
         (the "1940 Act"), and Rule 17g-1(a) thereunder, requires a business
         development company (a "BDC"), such as the Company, to provide and
         maintain a bond which shall be issued by a reputable fidelity insurance
         company, authorized to do business in the place where the bond is
         issued, to protect the Company against larceny and embezzlement,
         covering each officer and employee of the BDC who may singly, or
         jointly with others, have access to the securities or funds of the BDC,
         either directly or through authority to draw upon such funds of, or to
         direct generally, the disposition of such securities, unless the
         officer or employee has such access solely through his position as an
         officer or employee of a bank (each, a "covered person"); and

                  WHEREAS, Rule 17g-1 specifies that the bond may be in the form
         of (i) an individual bond for each covered person, or a schedule or
         blanket bond covering such persons, (ii) a blanket bond which names the
         Company as the only insured (a "single insured bond"), or (iii) a bond
         which names the Company and one or more other parties as insureds (a
         "joint insured bond"), as permitted by Rule 17g-1; and

                  WHEREAS, the Rule requires that a majority of directors who
         are not "interested persons" of the BDC approve periodically (but not
         less than once every 12 months) the reasonableness of the form and
         amount of the bond, with due consideration to the value of the
         aggregate assets of the Company to which any covered person may have
         access, the type and terms of the arrangements made for the custody and
         safekeeping of such assets, and the nature of securities and other
         investments to be held by the Company; and

                  WHEREAS, under the Rule, the Company is required to make
         certain filings with the SEC and give certain notices to each member of
         the Board of Directors in connection with the bond as specified in the
         accompanying memorandum attached hereto, and designate an officer who
         shall make such filings and give such notices; and





                  WHEREAS, Section 17(f)(5) of the 1940 Act requires that the
         Company maintain a fidelity bond in an amount in excess of amounts in
         its checking account(s) covering officers or employees authorized to
         draw on such account; and

                  WHEREAS, the Company wishes to increase the fidelity bond
         amount from $3,000,000, which had an annual premium of $8,890 to
         $6,000,000, which will add an additional $4,200 premium annually;

                  NOW, THEREFORE, BE IT RESOLVED, that having considered the
         expected aggregate value of the securities and funds of the Company to
         which officers or employees of the Company may have access (either
         directly or through authority to draw upon such funds or to direct
         generally the disposition of such securities), the type and terms of
         the arrangements made for the custody of such securities and funds, the
         nature of securities and other investments to be held by the Company,
         the accounting procedures and controls of the Company, the nature and
         method of conducting the operations of the Company, and the
         requirements of Section 17(g) of the 1940 Act and Rule 17g-1
         thereunder, it is determined that the amount, type, form, premium and
         coverage of the bond, a copy of which is attached here to as Exhibit A,
         covering the officers and employees of the Company and insuring the
         Company against loss from fraudulent or dishonest acts, including
         larceny and embezzlement, issued by Great American Insurance Company in
         the amount of $3,000,000, such bond to be combined with the existing
         bond, issued by St. Paul Travelers in the amount of $3,000,000,
         (together the "Fidelity Bond") is hereby approved; and

                  FURTHER RESOLVED, that the officers of the Company be, and
         they hereby are, authorized to take all appropriate actions, with the
         advice of legal counsel to the Company, to provide and maintain the
         Fidelity Bond on behalf of the Company; and

                  FURTHER RESOLVED, that the General Counsel of the Company is
         hereby designated and directed to:

         (1)      File with the SEC within 10 days after  receipt of the
                  executed  Fidelity  Bond, or any amendment thereof:

                  (i) a copy of the Fidelity Bond;

                  (ii)     a copy of each resolution of the Board of Directors,
                           including a majority of the directors who are not
                           "interested persons" of the Company, approving the
                           amount, type, form and coverage of the Fidelity Bond
                           and the premium to be paid by the Company;





                  (iii)    a statement as to the period for which premiums have
                           been paid; and

                  (iv)     a copy of any amendment to such agreement within 10
                           days after the execution of such amendment.

         (2)      File with the SEC, in writing, within five days after the
                  making of a claim under the Fidelity Bond by the Company, a
                  statement of the nature and amount thereof;

         (3)      File with the SEC, within five days after the receipt thereof,
                  a copy of the terms of the settlement of any claim under the
                  Fidelity Bond by the Company; and

         (4)      Notify  by  registered  mail  each  member of the  Board of
                  Directors  at his or her last  known residence address of:

                  (i)      any cancellation, termination or modification of the
                           Fidelity Bond, not less than 45 days prior to the
                           effective date of the cancellation, termination or
                           modification;

                  (ii)     the filing and the settlement of any claim under the
                           Fidelity Bond by the Company, at the time the filings
                           required by (2) and (3) above are made with the SEC;
                           and

                  (iii)    the filing and proposed terms of settlement of any
                           claim under the Fidelity Bond by any other named
                           insured, within five days of the receipt of a notice
                           from the issuer of the Fidelity Bond.


                     IN WITNESS WHEREOF, the undersigned has caused this
    certificate to be executed and delivered as of December 11, 2007.



                                         By:  /s/ Susan T. Harris
                                              ----------------------------
                                              Name:     Susan T. Harris
                                              Title:    Secretary





                         GREAT AMERICAN INSURANCE GROUP
                         ------------------------------
                             FIDELITY/CRIME DIVISION

              FINANCIAL INSTITUTION EXCESS FOLLOW FORM CERTIFICATE

The Great American Insurance Company, herein called the UNDERWRITER

Bond Number:          FS 234-61-65-00

Name and Address of Insured:       Harris & Harris Group, Inc.
                                   111 West 57th Street
                                   New York, NY 10019

The UNDERWRITER, in consideration of an agreed premium, and in reliance upon the
statements and information furnished to the UNDERWRITER by the Insured, and
subject to the terms and conditions of the underlying coverage scheduled in ITEM
3 below, as excess and not contributing insurance, agrees to pay the Insured for
loss which:
      (a)   Would have been paid under the Underlying but for the fact that such
            loss exceeds the limit of liability of the Underlying Carrier (s)
            listed in Item 3, and
      (b)   for which the Underlying Carrier (s) has (have) made payment, and
            the Insured has collected the full amount of the expressed limit of
            the Underlying Carrier's (s) liability.

ITEM 1. BOND PERIOD: from 12:01 a.m. on 10/31/2007 to 12:01 a.m. on 10/31/2008
                                        (inception)                 (expiration)

ITEM 2. LIMIT OF LIABILITY AT INCEPTION: $3,000,000 single loss: Coverage's
        include and are limited to the following: Fidelity, On Premises, In
        Transit, Forgery, Securities, Counterfeit Currency and Computer Systems.

ITEMS.  UNDERLYING COVERAGE:

         A) CARRIER:      St. Paul Fire & Marine Insurance Company
            LIMIT:        $3,000,000 single loss subject to a $15,000 deductible
                          except for Fidelity where there is no deductible.
            BOND NUMBER:  49OPB1498
            BOND PERIOD:  03/04/2007 - 03/04/2008

ITEM 4. Coverage provided by this Bond is subject to the following attached
        Rider(s): N/A

ITEM 5. By acceptance of this Bond, you give us notice canceling prior Bond No.
        N/A, the cancellation to be effective at the same time this Bond becomes
        effective.

In witness whereof, the UNDERWRITER has caused this certificate to be signed by
an Attorney-in-Fact of the UNDERWRITER this 17th day of December, 2007.

                                        THE GREAT AMERICAN INSURANCE COMPANY




                                        By:    Frank J. Schechtacher, Jr.
                                            --------------------------------
                                               (Attorney-in-Fact)


                   One Waterside Crossing, Windsor, CT 06095
                       Member of American Financial Group




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                            INVESTMENT COMPANY BOND

      The Underwriter, in consideration of an agreed premium, and subject to the
Declarations made a part hereof, the General Agreements, Conditions and
Limitations and other terms of this bond, agrees with the Insured, in accordance
with Insuring Agreements hereof to which an amount of insurance is applicable as
set forth in Item 3 of the Declarations and with respect to loss sustained by
the Insured at any time but discovered during the Bond period, to indemnify and
hold harmless the Insured for:

                              INSURING AGREEMENTS

(A) FIDELITY

      Loss resulting from any dishonest or fraudulent act(s), including Larceny
or Embezzlement committed by an Employee, committed anywhere and whether
committed alone or in collusion with others, including loss of Property
resulting from such acts of an Employee, which Property is held by the Insured
for any purpose or in any capacity and whether so held gratuitously or not and
whether or not the Insured is liable therefor.

      Dishonest or fraudulent act(s) as used in this Insuring Agreement shall
mean only dishonest or fraudulent act(s) committed by such Employee with the
manifest intent:

      (a)   to cause the Insured to sustain such loss; and

      (b)   to obtain financial benefit for the Employee, or for any other
            person or organization intended by the Employee to receive such
            benefit, other than salaries, commissions, fees, bonuses,
            promotions, awards, profit sharing, pensions or other employee
            benefits earned in the normal course of employment.

(B) ON PREMISES

      Loss of Property (occurring with or without negligence or violence)
through robbery, burglary, Larceny, theft, holdup, or other fraudulent means,
misplacement, mysterious unexplainable disappearance, damage thereto or
destruction thereof, abstraction or removal from the possession, custody or
control of the Insured, and loss of subscription, conversion, redemption or
deposit privileges through the misplacement or loss of Property, while the
Property is (or is supposed or believed by the Insured to be) lodged or
deposited within any offices or premises located anywhere, except in an office
listed in Item 4 of the Declarations or amendment thereof or in the mail or with
a carrier for hire other than an armored motor vehicle company, for the purpose
of transportation.

                             Offices and Equipment

      (1)   Loss of or damage to furnishings, fixtures, stationary, supplies or
            equipment, within any of the Insured's offices covered under this
            bond caused by Larceny or theft in, or by burglary, robbery or
            hold-up of such office, or attempt thereat, or by vandalism or
            malicious mischief; or

      (2)   loss through damage to any such office by Larceny or theft in, or by
            burglary, robbery or hold-up of such office or attempt thereat.

(C) IN TRANSIT

      Loss of Property (occurring with or without negligence or violence)
through robbery, Larceny, theft, hold-up, misplacement, mysterious unexplainable
disappearance, being lost or otherwise made away with, damage thereto or
destruction thereof, and loss of subscription, conversion, redemption or deposit
privileges through the misplacement or loss of Property, while the Property is
in transit anywhere in the custody of any person or persons acting as messenger,
except while in the mail or with a carrier for hire, other than an armored motor
vehicle company, for the purpose of transportation, such transit to begin
immediately upon receipt of such Property by the transporting person or persons,
and to end immediately upon delivery thereof at destination.

(D) FORGERY OR ALTERATION

      Loss through FORGERY or ALTERATION of, on or in any bills of exchange,
checks, drafts, acceptances, certificates of deposit, promissory notes, or other
written promises, orders or directions to pay sums certain in money due bills,
money orders, warrants, orders upon public treasuries, letters of credit,
written instructions, advices or applications directed to the Insured,
authorizing or acknowledging the transfer, payment, delivery or receipt of funds
or Property, which instructions or advices or applications purport to have been
signed or endorsed by any customer of the Insured, shareholder or subscriber to
shares, whether certificated or uncertificated, of any Investment Company or by
any financial or banking institution or stockbroker but which instructions,
advices or applications either bear the forged signature or endorsement or have
been altered without the knowledge and consent of such customer, shareholder or
subscriber to shares, whether certificated or uncertificated, of an Investment
Company, financial or banking institution or stockbroker, withdrawal orders or
receipts for the withdrawal of funds or 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, excluding,
however, any loss covered under Insuring Agreement (F) hereof whether or not
coverage for Insuring Agreement (F) is provided for in the Declarations of this
bond.

      Any check or draft (a) made payable to a fictitious payee and endorsed in
the name of such fictitious payee or (b) procured in a transaction with the
maker or drawer thereof or


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with one acting as an agent of such maker or drawer or anyone impersonating
another and made or drawn payable to the one so impersonated and endorsed by
anyone other than the one impersonated, shall be deemed to be forged as to such
endorsement.

      Mechanically reproduced facsimile signatures are treated the same as
handwritten signatures.

(E) SECURITIES

        Loss sustained by the Insured, including loss sustained by reason of a
violation of the constitution, by-laws, rules or regulations of any Self
Regulatory Organization of which the Insured is a member or which would have
been imposed upon the Insured by the constitution, by-laws, rules or regulations
of any Self Regulatory Organization if the Insured had been a member thereof,

      (1)   through the Insured's having, in good faith and in the course of
            business, whether for its own account or for the account of others,
            in any representative, fiduciary, agency or any other capacity,
            either gratuitously or otherwise, purchased or otherwise acquired,
            accepted or received, or sold or delivered, or given any value,
            extended any credit or assumed any liability, on the faith of, or
            otherwise acted upon, any securities, documents or other written
            instruments which prove to have been

            (a)   counterfeited, or

            (b)   forged as to the signature of any maker, drawer, issuer,
                  endorser, assignor, lessee, transfer agent or registrar,
                  acceptor, surety or guarantor or as to the signature of any
                  person signing in any other capacity, or

            (c)   raised or otherwise altered, or lost, or stolen, or

      (2)   through the Insured's having, in good faith and in the course of
            business, guaranteed in writing or witnessed any signatures whether
            for valuable consideration or not and whether or not such
            guaranteeing or witnessing is ultra vires the Insured, upon any
            transfers, assignments, bills of sale, powers of attorney,
            guarantees, endorsements or other obligations upon or in connection
            with any securities, documents or other written instruments and
            which pass or purport to pass title to such securities, documents or
            other written instruments; EXCLUDING, losses caused by FORGERY or
            ALTERATION of, on or in those instruments covered under Insuring
            Agreement (E) hereof.

      Securities, documents or other written instruments shall be deemed to mean
original (including original counterparts) negotiable or non-negotiable
agreements which in and of themselves represent an equitable interest,
ownership, or debt, including an assignment thereof which instruments are in the
ordinary course of business, transferable by delivery of such agreements with
any necessary endorsement or assignment.

      The word "counterfeited" as used in this Insuring Agreement shall be
deemed to mean any security, document or other written instrument which is
intended to deceive and to be taken for an original.

      Mechanically reproduced facsimile signatures are treated the same as
handwritten signatures.

(F) COUNTERFEIT CURRENCY

      Loss through the receipt by the Insured, in good faith, of any
counterfeited money orders or altered paper currencies or coin of the United
States of America or Canada issued or purporting to have been issued by the
United States of America or Canada or issued pursuant to a United States of
America or Canadian statute for use as currency.

(G) STOP PAYMENT

      Loss against any and all sums which the Insured shall become obligated to
pay by reason of the Liability imposed upon the Insured by law for damages:

      For having either complied with or failed to comply with any written
      notice of any customer, shareholder or subscriber of the Insured or any
      Authorized Representative of such customer, shareholder or subscriber to
      stop payment of any check or draft made or drawn by such customer,
      shareholder or subscriber or any Authorized Representative of such
      customer, shareholder or subscriber, or

      For having refused to pay any check or draft made or drawn by any
      customer, shareholder or subscriber of the Insured, or any Authorized
      Representative of such customer, shareholder or subscriber.

(H) UNCOLLECTIBLE ITEMS OF DEPOSIT

      Loss resulting from payments of dividends or fund shares, or withdrawals
permitted from any customer's, shareholder's or subscriber's account based upon
Uncollectible items of Deposit of a customer, shareholder or subscriber credited
by the Insured or the Insured's agent to such customer's, shareholder's or
subscriber's Mutual Fund Account: or

      loss resulting from any item of Deposit processed through an Automated
Clearing House which is reversed by the customer, shareholder or subscriber and
deemed uncollectible by the Insured.

      Loss includes dividends and interest accrued not to exceed 15% of the
Uncollectible items which are deposited.

      This Insuring Agreement applies to all Mutual Funds with "exchange
privileges" if all Fund(s) in the exchange program are insured by a Great
American Insurance Company of Cincinnati, OH for Uncollectible Items of Deposit.
Regardless of the number of transactions between Fund(s) the minimum number of
days of deposit within the Fund(s) before withdrawal as declared in the Fund(s)
prospectus shall begin from the date a deposit was first credited to any Insured
Fund(s).


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(I) AUDIT EXPENSE

      Expense incurred by the Insured for that part of the costs of audits or
examinations required by any governmental regulatory authority to be conducted
either by such authority or by an independent accountant by reason of the
discovery of loss sustained by the Insured through any dishonest or fraudulent
act(s), including Larceny or Embezzlement of any of the Employees. The total
liability of the Underwriter for such expense by reason of such acts of any
Employee or in which such Employee is concerned or implicated or with respect to
any one audit or examination is limited to the amount stated opposite Audit
Expense in Item 3 of the Declarations; it being understood, however, that such
expense shall be deemed to be a loss sustained by the Insured through any
dishonest or fraudulent act(s), including Larceny or Embezzlement of one or more
of the Employees and the liability under this paragraph shall be in addition to
the Limit of Liability stated in Insuring Agreement (A) in Item 3 of the
Declarations.

(J) TELEFACSIMILE TRANSMISSIONS

      Loss resulting by reason of the Insured having transferred, paid or
delivered any funds or Property, established any credit, debited any account, or
given any value relying on any fraudulent instructions sent by a customer or
financial institution by Telefacsimile Transmission directed to the Insured,
authorizing or acknowledging the transfer, payment, or delivery of funds or
property, the establishment of a credit, debiting of any account, or the giving
of value by the Insured, but only if such telefacsimile instructions:

      (i)   bear a valid test key exchanged between the Insured and a customer
            or another financial institution with authority to use such test key
            for Telefacsimile instructions in the ordinary course of business,
            but which test key has been wrongfully obtained by a person who was
            not authorized to initiate, make, validate or authenticate a test
            key arrangement; and

      (ii)  fraudulently purport to have been sent by such customer or financial
            institution, but which telefacsimile instructions are transmitted
            without the knowledge or consent of such customer or financial
            institution by a person other than such customer or financial
            institution and which bear a forged signature.

            "Telefacsimile" means a system of transmitting written documents by
            electronic signals over telephone lines to equipment maintained by
            the Insured within its communication room for the purposes of
            reproducing a copy of said document. It does not mean electronic
            communication sent by Telex, TWC, or electronic mail, or Automated
            Clearing House.

(K) UNAUTHORIZED SIGNATURES

      Loss resulting directly from the Insured having accepted, paid or cashed
any check or withdrawal order, draft, made or drawn on a customer's account
which bears the signature or endorsement of one other than a person whose name
and signature is on the application on file with the Insured as a signatory on
such account.

      It shall be a condition precedent to the Insured's right to recovery under
this Insuring Agreement that the Insured shall have on file signatures of all
persons who are authorized signatories on such account.

                               GENERAL AGREEMENTS

(A) ADDITIONAL OFFICES OR EMPLOYEES- CONSOLIDATION OR MERGER-NOTICE

      (1)   If the Insured shall, while this bond is in force, establish any
            additional office or offices, such office or offices shall be
            automatically covered hereunder from the dates of their
            establishment, respectively. No notice to the Underwriter of an
            increase during any premium period in the number of offices or in
            the number of Employees at any of the offices covered hereunder need
            be given and no additional premium need be paid for the remainder of
            such premium period.

      (2)   If an Investment Company, named as Insured herein, shall, while this
            bond is in force, merge or consolidate with, or purchase the assets
            of another institution, coverage for such acquisition shall apply
            automatically from the date of acquisition. The Insured shall notify
            the Underwriter of such acquisition within 60 days of said date, and
            an additional premium shall be computed only if such acquisition
            involves additional offices or employees.

(B) WARRANTY

      No statement made by or on behalf of the Insured, whether contained in the
application or otherwise, shall be deemed to be a warranty of anything except
that it is true to the best of the knowledge and belief of the person making the
statement.

(C) COURT COSTS AND ATTORNEYS' FEES (Applicable to all Insuring Agreements or
Coverages now or hereafter forming part of this bond)

      The Underwriter will Indemnify the Insured against court costs and
reasonable attorneys' fees incurred and paid by the Insured in defense, whether
or not successful, whether or not fully litigated on the merits and whether or
not settled of any suit or legal proceeding brought against the Insured to
enforce the Insured's liability or alleged liability on account of any loss,


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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 being guilty of any dishonest or fraudulent
            act(s), including Larceny or Embezzlement; or

      (2)   an Employee is adjudicated to be guilty of any dishonest or
            fraudulent act(s), including Larceny or Embezzlement;

      (3)   in the absence of (1) or (2) above an arbitration panel agrees,
            after a review of an agreed statement of facts, that an Employee
            would be found guilty of dishonesty if such Employee were
            prosecuted.

      The Insured shall promptly give notice to the Underwriter of any such suit
or legal proceeding and at the request of the Underwriter shall furnish it 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 suit or
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 suit or legal proceeding.

      If the Insured's liability or alleged liability is greater than the amount
recoverable under this bond, or if a Deductible Amount is applicable, the
liability of the Underwriter under this General Agreement is limited to that
percentage of litigation expense determined by pro ration of the bond limit of
liability to the amount claimed, after the application of any deductible. This
litigation expense will be in addition to the Limit of Liability for the
applicable Insuring Agreement.

(D) FORMER EMPLOYEE

      Acts of Employee, as defined in this bond, are covered under Insuring
Agreement (A) only while the Employee is in the Insured's employ. Should loss
involving a former Employee of the Insured be discovered subsequent to the
termination of employment, coverage would still apply under Insuring Agreement
(A) if the direct proximate cause of the loss occurred while the former Employee
performed duties within the scope of his/her employment.

  THE FOREGOING INSURING AGREEMENTS AND GENERAL AGREEMENTS ARE SUBJECT TO THE
                     FOLLOWING CONDITIONS AND LIMITATIONS:

SECTION 1. DEFINITIONS

      The following terms, as used in this bond, shall have the respective
meanings stated in this Section:

      (a)   "Employee" means:

            (1)   any of the Insured's officers, partners, or employees, and

            (2)   any of the officers or employees of any predecessor of the
                  Insured whose principal assets are acquired by the Insured by
                  consolidation or merger with, or purchase of assets of capital
                  stock of such predecessor, and

            (3)   attorneys retained by the Insured to perform legal services
                  for the Insured and the employees of such attorneys while such
                  attorneys or the employees of such attorneys are performing
                  such services for the Insured, and

            (4)   guest students pursuing their studies or duties in any of the
                  Insured's offices, and

            (5)   directors or trustees of the Insured, the investment advisor,
                  underwriter (distributor), transfer agent, or shareholder
                  accounting record keeper, or administrator authorized by
                  written agreement to keep financial and/or other required
                  records, but only while performing acts coming within the
                  scope of the usual duties of an officer or employee or while
                  acting as a member of any committee duly elected or appointed
                  to examine or audit or have custody of or access to the
                  Property of the Insured, and

            (6)   any individual or individuals assigned to perform the usual
                  duties of an employee within the premises of the Insured by
                  contract, or by any agency furnishing temporary personnel on a
                  contingent or part-time basis, and

            (7)   each natural person, partnership or corporation authorized by
                  written agreement with the Insured to perform services as
                  electronic data processor of checks or other accounting
                  records of the Insured, but excluding any such processor who
                  acts as transfer agent or in any other agency capacity in
                  issuing checks, drafts or securities for the Insured, unless
                  included under Sub- section (9) hereof, and

            (8)   those persons so designated in section 15, Central Handling of
                  Securities, and

            (9)   any officer, partner or Employee of
                  a)    an investment advisor,

                  b)    an underwriter (distributor),


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                  c)    a transfer agent or shareholder accounting
                        record-keeper, or

                  d)    an administrator authorized by written agreement to keep
                        financial and/or other required records,

                  for an Investment Company, named as Insured while performing
                  acts coming within the scope of the usual duties of an officer
                  or Employee of any Investment Company named as Insured herein,
                  or while acting as a member of any committee duly elected or
                  appointed to examine or audit or have custody of or access to
                  the Property of any such Investment Company, provided that
                  only Employees or partners of a transfer agent, shareholder
                  accounting record- keeper or administrator which is an
                  affiliated person as defined in the Investment Company Act of
                  1940, of an Investment Company named as Insured or is an
                  affiliated person of the adviser, underwriter or administrator
                  of such Investment Company, and which is not a bank, shall be
                  included within the definition of Employee.

                  Each employer of temporary personnel or processors as set
                  forth in Sub-Sections (6) and (7) of Section 1 (a) and their
                  partners, officers and employees shall collectively be deemed
                  to be one person for all the purposes of this bond, excepting,
                  however, the last paragraph of Section 13.

                  Brokers, or other agents under contract or representatives of
                  the same general character shall not be considered Employees.

      (b)   "Property" means money (i.e. currency, coin, bank notes, Federal
            Reserve notes), postage and revenue stamps, U.S. Savings Stamps,
            bullion, precious metals of all kinds and in any form and articles
            made therefrom, jewelry, watches, necklaces, bracelets, gems,
            precious and semi-precious stones, bonds, securities, evidences of
            debts, debentures, scrip, certificates, interim receipts, warrants,
            rights, puts, calls, straddles, spreads, transfers, coupons, drafts,
            bills of exchange, acceptances, notes, checks, withdrawal orders,
            money orders, warehouse receipts, bills of lading, conditional sales
            contracts, abstracts of title, insurance policies, deeds, mortgages
            under real estate and/or chattels and upon interests therein, and as
            instruments, 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 including Electronic Representations of such
            Instruments enumerated above (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 merge with, or purchase of the principal
            assets of, such predecessor or which are held by the Insured for any
            purpose or in any capacity and whether so held by the Insured for
            any held gratuitously or not and whether or not the Insured is
            liable therefor.

      (c)   "Forgery" means the signing of the name of another with the intent
            to deceive; it does not include the signing of one's own name with
            or without authority, in any capacity, or for any purpose.

      (d)   "Larceny and Embezzlement" as it applies to any named Insured means
            those acts as set forth in Section 37 of the Investment Company Act
            of 1940.

      (e)   "Items of Deposit" means any one or more checks and drafts.

SECTION 2. EXCLUSIONS

THIS BOND DOES NOT COVER:

      (a)   loss effected directly or indirectly by means of forgery or
            alteration of, on or in any instrument, except when covered by
            Insuring Agreement (A), (D), (E) or (F).

      (b)   loss due to riot or civil commotion outside the United States of
            America and Canada; or loss due to military, naval or usurped power,
            war or insurrection unless such loss occurs in transit in the
            circumstances recited in Insuring Agreement (D), and unless, when
            such transit was initiated, there was no knowledge of such riot,
            civil commotion, military, naval or usurped power, war or
            insurrection on the part of any person acting for the Insured in
            initiating such transit.

      (c)   loss, in time of peace or war, directly or indirectly caused by or
            resulting from the effects of nuclear fission or fusion or
            radioactivity; provided, however, that this paragraph shall not
            apply to loss resulting from industrial uses of nuclear energy.

      (d)   loss resulting from any wrongful act or acts of any person who is a
            member of the Board of Directors of the Insured or a member of any
            equivalent body by whatsoever name known unless such person is also
            an Employee or an elected official, partial owner or partner of the
            Insured in some other capacity, nor, in any event, loss resulting
            from the act or acts of any person while acting in the capacity of a
            member of such Board or equivalent body.

      (e)   loss resulting from the complete or partial nonpayment of, or
            default upon, any loan or transaction in the nature of, or amounting
            to, a loan made by or obtained from the Insured or any of its
            partners, directors or Employees, whether authorized


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            or unauthorized and whether procured in good faith or through trick,
            artifice, fraud or false pretenses, unless such loss is covered
            under Insuring Agreement (A), (E) or (F).

      (f)   loss resulting from any violation by the Insured or by any Employee

            (1)   of law regulating (a) the issuance, purchase or sale of
                  securities, (b) securities transactions upon Security
                  Exchanges or over the counter market, (c) Investment
                  Companies, or (d) Investment Advisors, or

            (2)   of any rule or regulation made pursuant to any such law.
                  unless such loss, in the absence of such laws, rules or
                  regulations, would be covered under Insuring Agreements (A) or
                  (E).

      (g)   loss of Property or loss of privileges through the misplacement or
            loss of Property as set forth in Insuring Agreement (C) or (D) while
            the Property is in the custody of any armored motor vehicle company,
            unless such loss shall be in excess of the amount recovered or
            received by the Insured under (a) the Insured's contract with said
            armored motor vehicle company, (b) insurance carried by said armored
            motor vehicle company for the benefit of users of its service, and
            (c) all other insurance and indemnity in force in whatsoever form
            carried by or for the benefit of users of said armored motor vehicle
            company's service, and then this bond shall cover only such excess.

      (h)   potential income, including but not limited to interest and
            dividends, not realized by the Insured because of a loss covered
            under this bond, except as included under Insuring Agreement (I).

      (i)   all damages of any type for which the Insured is legally liable,
            except direct compensatory damages arising from a loss covered under
            this bond.

      (j)   loss through 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
                  provided that when such transit was initiated there was no
                  knowledge by the Insured of any such threat, or

            (2)   to do damage to the premises or Property of the Insured,
                  except when covered under Insuring Agreement (A).

      (k)   all costs, fees and other expenses incurred by the Insured in
            establishing the existence of or amount of loss covered under this
            bond unless such indemnity is provided for under Insuring Agreement
            (I).

      (l)   loss resulting from payments made or withdrawals from the account of
            a customer of the Insured, shareholder or subscriber to shares
            involving funds erroneously credited to such account, unless such
            payments are made to or withdrawn by such depositor or
            representative of such person, who is within the premises of the
            drawee bank of the Insured or within the office of the Insured at
            the time of such payment or withdrawal or unless such payment is
            covered under Insuring Agreement (A).

      (m)   any loss resulting from Uncollectible Items of Deposit which are
            drawn from a financial institution outside the fifty states of the
            United States of America, District of Columbia, and territories and
            possessions of the United States of America, and Canada.

SECTION 3. ASSIGNMENT OF RIGHTS

      This bond does not afford coverage in favor of any Employers of temporary
personnel or of processors as set forth in sub-sections (6) and (7) of Section
1(a) of this bond, as aforesaid, and upon payment to the insured by the
Underwriter on account of any loss through dishonest or fraudulent act(s)
including 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 Insured'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 Insured to the Underwriter, and the
Insured shall execute all papers necessary to secure to the Underwriter the
rights herein provided for.

SECTION 4. LOSS-NOTICE-PROOF-LEGAL PROCEEDINGS

      This bond is for the use and benefit only of the Insured named in the
Declarations and the Underwriter shall not be liable hereunder for loss
sustained by anyone other than the Insured unless the Insured, in its sole
discretion and at its option, shall include such loss in the Insured's proof of
loss. At the earliest practicable moment after discovery of any loss hereunder
the Insured shall give the Underwriter written notice thereof and shall also
within six months after such discovery furnish to the Underwriter affirmative
proof of loss with full particulars. If claim is made under this bond for loss
of securities or shares, the Underwriter shall not be liable unless each of such
securities or shares is identified in such proof of loss by a certificate or
bond number or, where such securities or shares are uncertificated, by such
identification means as agreed to by the Underwriter. The Underwriter shall have
thirty days after notice and proof of loss within which to investigate the
claim, and this shall apply notwithstanding the loss is made up wholly or in
part of securities of which duplicates may be obtained. Legal proceedings for
recovery of any loss hereunder shall not be brought prior to the expiration of
sixty days after such proof of loss is filed with the Underwriter nor after the
expiration of twenty-four months from the discovery of such loss, except that
any action or proceeding to recover hereunder


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on account of any judgment against the Insured in any suit mentioned in General
Agreement C or to recover attorneys' fees paid in any such suit, shall be begun
within twenty-four months from the date upon which the judgment in such suit
shall become final. If any limitation embodied in this bond is prohibited by any
law controlling the construction hereof, such limitation shall be deemed to be
amended so as to be equal to the minimum period of limitation permitted by such
law.

      Discovery occurs when the Insured

      (a)   becomes aware of facts, or

      (b)   receives written notice of an actual or potential claim by a third
            party which alleges that the Insured is liable under circumstance

which would cause a reasonable person to assume that a loss covered by the bond
has been or will be incurred even though the exact amount or details of loss may
not be then known.

SECTION 5. VALUATION OF PROPERTY

      The value of any Property, except books of accounts or other records used
by the Insured in the conduct of its business, for the loss of which a claim
shall be made hereunder, shall be determined by the average market value of such
Property on the business day next preceding the discovery of such loss;
provided, however, that the value of any Property replaced by the Insured prior
to the payment of claim therefor shall be the actual market value at the time of
replacement; and further provided that in case of a loss or misplacement of
interim certificates, warrants, rights, or other securities, the production
which is necessary to the exercise of subscription, conversion, redemption or
deposit privileges, the value thereof shall be the market value of such
privileges immediately preceding the expiration thereof if said loss or
misplacement 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 or by arbitration.

      In case of any loss or damage to Property consisting of books of accounts
or other records used by the Insured in the conduct of its business, the
Underwriter shall be liable under this bond only if such books or records are
actually reproduced and then for not more than the cost of blank books, blank
pages or other materials plus the cost of labor for the actual transcription or
copying of data which shall have been furnished by the Insured in order to
reproduce such books and other records.

SECTION 6. VALUATION OF PREMISES AND FURNISHINGS

      In case of damage to any office of the Insured, or loss of or damage to
the furnishings, fixtures, stationary, supplies, equipment, safes or vaults
therein, the Underwriter shall not be liable for more than the actual cash value
thereof, or for more than the actual cost of their replacement or repair. The
Underwriter may, at its election, pay such actual cash value or make such
replacement or repair. If the Underwriter and the Insured cannot agree upon such
cash value or such cost or replacement or repair, such shall be determined by
arbitration.

SECTION 7. LOST SECURITIES

      If the Insured shall sustain a loss of securities the total value of which
is in excess of the limit stated in Item 3 of the Declarations of this bond, the
liability of the Underwriter shall be limited to payment for, or duplication of,
securities having value equal to the limit stated in Item 3 of the Declarations
of this bond.

      If the Underwriter shall make payment to the Insured for any loss of
securities, the Insured shall thereupon assign to the Underwriter all of the
Insured's rights, title and interests in and to said securities.

      With respect to securities the value of which do not exceed the Deductible
Amount (at the time of the discovery of the loss) and for which the Underwriter
may at its sole discretion and option and at the request of the Insured issue a
Lost Instrument Bond or Bonds to effect replacement thereof, the Insured will
pay the usual premium charged therefor and will indemnify the Underwriter
against all loss or expense that the Underwriter may sustain because of the
issuance of such Lost Instrument Bond or Bonds.

      With respect to securities the value of which exceeds the Deductible
Amount (at the time of discovery of the loss) and for which the Underwriter may
issue or arrange for the issuance of a Lost Instrument Bond or Bonds to effect
replacement thereof, the Insured agrees that it will pay as premium therefor a
proportion of the usual premium charged therefor, said proportion being equal to
the percentage that the Deductible Amount bears to the value of the securities
upon discovery of the loss, and that it will indemnify the issuer of said Lost
Instrument Bond or Bonds against all loss and expense that is not recoverable
from the Underwriter under the terms and conditions of this INVESTMENT COMPANY
BOND subject to the Limit of Liability hereunder.

SECTION 8. SALVAGE

      In case of recovery, whether made by the Insured or by the Underwriter, on
account of any loss in excess of the 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 net amount of such recovery, less the actual costs and expenses
of making same, shall be applied to reimburse the Insured in full for the excess
portion of such loss, and the remainder, if any, shall be paid first in
reimbursement of the Underwriter and thereafter in reimbursement of the Insured
for that part of such loss within the Deductible Amount. The Insured shall
execute all necessary papers to secure to the Underwriter the rights provided
for herein.


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SECTION 9. NON-REDUCTION AND NON- ACCUMULATION OF LIABILITY AND TOTAL LIABILITY

      At all times prior to termination hereof this bond shall continue in force
for the limit stated in the applicable sections of Item 3 of the Declarations of
this bond notwithstanding any previous 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 all loss resulting form

      (a)   any one act of burglary, robbery or hold-up, or attempt thereat, in
            which no Partner or Employee is concerned or implicated shall be
            deemed to be one loss, 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,
            shall be deemed to be one loss, or

      (c)   all wrongful acts, other than those specified in (a) above, of any
            one person shall be deemed to be one loss, or

      (d)   all wrongful acts, other than those specified in (a) above, of one
            or more persons (which dishonest act(s) or act(s) of Larceny or
            Embezzlement include, but are not limited to, the failure of an
            Employee to report such acts of others) whose dishonest act or acts
            intentionally or unintentionally, knowingly or unknowingly, directly
            or indirectly, aid or aids in any way, or permits the continuation
            of, the dishonest act or acts of any other person or persons shall
            be deemed to be one loss with the act or acts of the persons aided,
            or

      (e)   any one casualty or event other than those specified in (a), (b),
            (c) or (d) preceding, shall be deemed to be one loss, and shall be
            limited to the applicable Limit of Liability stated in Item 3 of the
            Declarations of this bond irrespective of the total amount of such
            loss or losses and shall not be cumulative in amounts from year to
            year or from period to period.

      Sub-section (c) is not applicable to any situation to which the language
of sub-section (d) applies.

SECTION 10. LIMIT OF LIABILITY

      With respect to any loss set forth in the PROVIDED clause of Section 9 of
this bond which is recoverable or recovered in whole or in part under any other
bonds or policies issued by the Underwriter to the Insured or to any predecessor
in interest of the Insured and terminated or cancelled or allowed to expire and
in which the period for discovery has not expired at the time any such loss
thereunder is discovered, the total liability of the Underwriter under this bond
and under other bonds or policies shall not exceed, in the aggregate, the amount
carried hereunder on such loss or the amount available to the Insured under such
other bonds, or policies, as limited by the terms and conditions thereof, for
any such loss if the latter amount be the larger.

SECTION 11. OTHER INSURANCE

      If the Insured shall hold, as indemnity against any loss covered
hereunder, any valid and enforceable insurance or suretyship, the Underwriter
shall be liable hereunder only for such amount of such loss which is in excess
of the amount of such other insurance or suretyship, not exceeding, however, the
Limit of Liability of this bond applicable to such loss.

SECTION 12. DEDUCTIBLE

      The Underwriter shall not be liable under any of the Insuring Agreements
of this bond on account of loss as specified, respectively, in sub-sections (a),
(b), (c), (d) and (e) of Section 9, NON-REDUCTION AND NONACCUMULATION OF
LIABILITY AND TOTAL LIABILITY, unless the amount of such loss, after deducting
the net amount of all reimbursement and/or recovery obtained or made by the
insured, other than from any bond or policy of insurance issued by an insurance
company and covering such loss, or by the Underwriter on account thereof prior
to payment by the Underwriter of such loss, shall exceed the Deductible Amount
set forth in Item 3 of the Declarations hereof (herein called Deductible Amount)
and then for such excess only, but in no event for more than the applicable
Limit of Liability stated in Item 3 of the Declarations.

      The Insured will bear, in addition to the Deductible Amount, premiums on
Lost Instrument Bonds as set forth in Section 7.

      There shall be no deductible applicable to any loss under Insuring
Agreement A sustained by any Investment Company named as Insured herein.

SECTION 13. TERMINATION

      The Underwriter may terminate this bond as an entirety by furnishing
written notice specifying the termination date which cannot be prior to 90 days
after the receipt of such written notice by each Investment Company named as
Insured and the Securities and Exchange Commission, Washington, D.C. The Insured
may terminate this bond as an entirety by furnishing written notice to the
Underwriter. When the Insured cancels, the Insured shall furnish written notice
to the Securities and Exchange Commission, Washington, D.C. prior to 90 days
before the effective date of the termination. The Underwriter shall notify all
other Investment Companies named as Insured of the receipt of such termination
notice and the termination cannot be effective prior to 90 days after receipt of
written notice by all other Investment Companies. Premiums are earned until the
termination date as set forth herein.


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      This Bond will terminate as to any one Insured, (other than a registered
management investment company), immediately upon taking over of such Insured by
a receiver or other liquidator or by State or Federal officials, or immediately
upon 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, or immediately upon such Insured ceasing to exist,
whether through merger into another entity, or by disposition of all of its
assets.

      This Bond will terminate as to any registered management investment
company upon the expiration of 90 days after written notice has been given to
the Securities and Exchange Commission, Washington, D.C.

      The Underwriter shall refund the unearned premium computed as short rates
in accordance with the standard short rate cancellation tables if terminated by
the Insured or pro rata if terminated for any other reason.

      This Bond shall terminate

      (a)   as to any Employee as soon as any partner, officer or supervisory
            Employee of the Insured, who is not in collusion with such Employee,
            shall learn of any dishonest or fraudulent act(s), including Larceny
            or Embezzlement on the part of such Employee without prejudice to
            the loss of any Property then in transit in the custody of such
            Employee and upon the expiration of ninety (90) days after written
            notice has been given to the Securities and Exchange Commission,
            Washington, D.C. (See Section 16[d]) and to the Insured Investment
            Company, or

      (b)   as to any Employee 90 days after receipt by each Insured and by the
            Securities and Exchange Commission of a written notice from the
            Underwriter of its desire to terminate this bond as to such
            Employee, or

      (c)   as to any person, who is a partner, officer or employee of any
            Electronic Data Processor covered under this bond, from and after
            the time that the Insured or any partner or officer thereof not in
            collusion with such person shall have knowledge of information that
            such person has committed any dishonest or fraudulent act(s),
            including Larceny or Embezzlement in the service of the Insured or
            otherwise, whether such act be committed before or after the time
            this bond is effective.

SECTION 14. RIGHTS AFTER TERMINATION OR CANCELLATION

      At any time prior to the termination or cancellation of this bond as an
entirety, whether by the Insured or the Underwriter, the Insured may give to the
Underwriter notice that if desires under this bond an additional period of 12
months within which to discover loss sustained by the Insured prior to the
effective date of such termination or cancellation and shall pay an additional
premium therefor.

      Upon receipt of such notice from the Insured, the Underwriter shall give
its written consent thereto: provided, however, that such additional period of
time shall terminate immediately;

      (a)   on the effective date of any other insurance obtained by the
            Insured, its successor in business or any other party, replacing in
            whole or in part the insurance afforded by this bond, whether or not
            such other insurance provides coverage for loss sustained prior to
            its effective date, or

      (b)   upon takeover of the Insured's business by any State or Federal
            official or agency, or by any receiver or liquidator, acting or
            appointed for this purpose without the necessity of the Underwriter
            giving notice of such termination. In the event that such additional
            period of time is terminated, as provided above, the Underwriter
            shall refund any unearned premium.

      The right to purchase such additional period for the discovery of loss 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 for the
operation or for the liquidation thereof or for any other purpose.

SECTION 15. CENTRAL HANDLING OF SECURITIES

      Securities included in the systems for the central handling of securities
established and maintained by Depository Trust Company, Midwest Depository Trust
Company, Pacific Securities Depository Trust Company, and Philadelphia
Depository Trust Company, hereinafter called Corporations, to the extent of the
Insured's interest therein as effective by the making of appropriate entries on
the books and records of such Corporations shall be deemed to be Property.

      The words "Employee" and "Employees" shall be deemed to include the
officers, partners, clerks and other employees of the New York Stock Exchange,
Boston Stock Exchange, Midwest Stock Exchange, Pacific Stock Exchange and
Philadelphia Stock Exchange, hereinafter called Exchanges, and of the above
named Corporations, and of any nominee in whose name is registered any security
included within the systems for the central handling of securities established
and maintained by such Corporations, and any employee of any recognized service
company, while such officers, partners, clerks and other employees and employees
of service companies perform services for such Corporations in the operation of
such systems. For the purpose of the above definition a recognized service
company shall be any company providing clerks or other personnel to said
Exchanges or Corporation on a contract basis.

      The Underwriter shall not be liable on account of any loss(es) in
connection with the central handling of securities within the systems
established and maintained by such Corporations, unless such loss(es) shall be
in excess of the amount(s) recoverable or recovered under any bond or policy if
insurance indemnifying such Corporations, against such loss(es), and then the
Underwriter shall be liable hereunder only


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for the Insured's share of such excess loss(es), but in no event for more than
the Limit of Liability applicable hereunder.

      For the purpose of determining the Insured's share of excess loss(es) it
shall be deemed that the Insured has an interest in any certificate representing
any security included within such systems equivalent to the interest the Insured
then has in all certificates representing the same security included within such
systems and that such Corporation shall use their best judgment in apportioning
the amount(s) recoverable or recovered under any bond or policy of insurance
indemnifying such Corporations against such loss(es) in connection with the
central handling of securities within such systems among all those having an
interest as recorded by appropriate entries in the books and records of such
Corporations in Property involved in such loss(es) on the basis that each such
interest shall share in the amount(s) so recoverable or recovered in the ratio
that the value of each such interest bears to the total value of all such
interests and that the Insured's share of such excess loss(es) shall be the
amount of the Insured's interest in such Property in excess of the amount(s) so
apportioned to the Insured by such Corporations.

      This bond does not afford coverage in favor of such Corporations or
Exchanges or any nominee in whose name is registered any security included
within the systems for the central handling of securities established and
maintained by such Corporations, and upon payment to the Insured by the
Underwriter on account of any loss(Es) within the systems, an assignment of such
of the Insured's rights and causes of action as it may have against such
Corporations or Exchanges shall to the extent of such payment, be given by the
Insured to the Underwriter, and the Insured shall execute all papers necessary
to secure to the Underwriter the rights provided for herein.

SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED

      If more than one corporation, co-partnership or person or any combination
of them be included as the Insured herein:

      (a)   the total liability of the Underwriter hereunder for loss or losses
            sustained by any one or more or all of them shall not exceed the
            limit for which the Underwriter would be liable hereunder if all
            such loss were sustained by any one of them.

      (b)   the one first named herein shall be deemed authorized to make,
            adjust and receive and enforce payment of all claims hereunder and
            shall be deemed to be the agent of the others for such purposes and
            for the giving or receiving of any notice required or permitted to
            be given by the terms hereof, provided that the Underwriter shall
            furnish each named Investment Company with a copy of the bond and
            with any amendment thereto, together with a copy of each formal
            filing of the settlement of each such claim prior to the execution
            of such settlement,

      (c)   the Underwriter shall not be responsible for the proper application
            of any payment made hereunder to said first named Insured,

      (d)   knowledge possessed or discovery made by any partner, officer or
            supervisory Employee of any Insured shall for the purpose of Section
            4 and Section 13 of this bond constitute knowledge or discovery by
            all the Insured, and

      (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.

SECTION 17. NOTICE AND CHANGE OF CONTROL

      Upon the Insured's obtaining knowledge of a transfer of its outstanding
voting securities which results in a change in control (as set forth in Section
2(a) (9) of the Investment Company Act of 1940) of the Insured, the Insured
shall within thirty (30) days of such knowledge give written notice to the
Underwriter setting forth:

      (a)   the names of the transferors and transferees (or the names of the
            beneficial owners if the voting securities are requested 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.

      Failure to give the required notice shall result in termination of
coverage of this bond, effective upon the date of stock transfer for any loss in
which any transferee is concerned or implicated.

      Such notice is not required to be given in the case of an Insured which is
an Investment Company.

SECTION 18. CHANGE OR MODIFICATION

      This bond or any instrument amending or effecting same may not be changed
or modified orally. No changes in or modification thereof shall be effective
unless made by written endorsement issued to form a part hereof over the
signature of the Underwriter's Authorized Representative. When a bond covers
only one Investment Company no change or modification which would adversely
affect the rights of the Investment Company shall be effective prior to 60 days
after written notification has been furnished to the Securities and Exchange
Commission, Washington, D. C. by the Insured or by the Underwriter. If more than
one Investment Company is named as the Insured herein, the Underwriter shall
give written notice to each Investment Company and to the Securities and
Exchange Commission, Washington, D.C. not less than 60 days prior to the
effective date of any change or modification which would adversely affect the
rights of such Investment Company.

IN WITNESS WHEREOF, the Underwriter has caused this bond to be executed on the
Declarations Page.


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