November
16, 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 amendment 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 12, 2007 through March 4, 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
ENDORSEMENT
OR RIDER NO.
THIS
ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT
CAREFULLY.
The
following spaces preceded by an (*) need not be completed if this endorsement
or
rider and the Bond or Policy have the same inception date.
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ATTACHED
TO AND FORMING
PART
OF BOND OR POLICY NO.
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DATE
ENDORSEMENT OR
RIDER
EXECUTED
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*EFFECTIVE
DATE OF ENDORSEMENT OR RIDER
12:01
A.M. STANDARD TIME AS
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490PB1498
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11/02/07
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10/12/07 SPECIFIED
IN THE BOND OR POLICY
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*ISSUED
TO
HARRIS
& HARRIS GROUP, INC.
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Amend
Declarations
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It
is agreed that: The following checked items are amended on
the
Declarations Page:
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|
o
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Item
1.
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Name
of Insured / Principal Address:
From:
To:
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||
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x
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Item
2.
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Bond
Period:
From:
12:01 a.m. on 10/12/2007 to 12:01 a.m on 03/04/2008 the
effective date of the termination or cancellation of the bond,
standard
time at the Principal Address as to each of said
dates.
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||
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x
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Item
3.
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Limit
of Liability is hereby amended to read as follows:
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Limit
of Liability
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Deductible
Amount
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|||
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Insuring
Agreement A - Fidelity
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$3,000,000
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$0
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Insuring
Agreement B – Audit Expense
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$25,000
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$2,500
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Insuring
Agreement C – Premises
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$3,000,000
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$15,000
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Insuring
Agreement D – Transit
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$3,000,000
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$15,000
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Insuring
Agreement E – Forgery or Alteration
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$3,000,000
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$15,000
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Insuring
Agreement F – Securities
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$3,000,000
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$15,000
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||
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Insuring
Agreement G – Counterfeit Currency
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$3,000,000
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$15,000
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||
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Insuring
Agreement H – Stop Payment
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$25,000
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$2,500
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||
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Insuring
Agreement I – Uncollectible Items of Deposit
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$25,000
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$2,500
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||
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Optional
Coverages Added by Rider:
N/A
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$
$
$
$
$
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$
$
$
$
$
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||
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o
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Item
4.
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Offices
or Premises Covered:
The
following offices or premises are added:
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This
endorsement applies to loss sustained at any time but discovered on or
after the
date this endorsement becomes effective.
Nothing
herein contained shall be held to vary, alter, waive, or extend any of
the
terms, conditions, provisions, agreements or limitations of the above
mentioned
Bond or Policy, other than as above stated.
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By
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Authorized
Representative
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ICB028
Ed. 7-04
©
2007
The Travelers Companies, Inc.
| The following spaces preceded by an (*) need not be completed if this endorsement or rider and the Bond or Policy have the same inception date. | ||
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ATTACHED
TO AND FORMING
PART
OF BOND OR POLICY NO.
|
DATE
ENDORSEMENT OR
RIDER
EXECUTED
|
*EFFECTIVE
DATE OF ENDORSEMENT OR RIDER
12:01
A.M. STANDARD TIME AS
|
|
490PB1498
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11/02/07
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10/12/07 SPECIFIED
IN THE BOND OR POLICY
|
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*ISSUED
TO
HARRIS
& HARRIS GROUP, INC.
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||
ADD
EXCLUSIONS
MEL5482
Ed. 10/07
It
is agreed that:
As
respects the available Limit of Liability $2,475,000 excess of $525,000
as
endorsed to this bond effective 10/12/2007, the following exclusions
are added
to Section 2. EXCLUSIONS THIS BOND DOES NOT COVER:
(n) loss
resulting from the use of any credit, debit, charge, access, convenience,
identification, cash management or other card, whether such card
was issued or
purports to have been issued by the Insured or by anyone else, except
when
covered under Insuring Agreement A.
(0) loss
due to liability imposed upon the Insured as a result of the actual
or alleged
unlawful disclosure of non-public material information by the Insured
or any
Employee, or as a result of any Employee actually or allegedly acting
upon such
information, whether authorized or unauthorized.
Nothing
herein contained shall be held to vary, alter, waive, or extend
any of the
terms, conditions, provisions, agreements or limitations of the
above mentioned
Bond or Policy, other than as above stated.
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By
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Authorized
Representative
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©
2007
The Travelers Companies, Inc.
Page
1 of 1
HARRIS
& HARRIS GROUP, INC.
Unanimous
Written Consent
by
the
Directors of the Board
October
10, 2007
Pursuant
to Section 708 (b) of the New York Business Corporation Law (the
"NYBCL"), the
undersigned, the members of the Board of Directors of Harris
& Harris Group,
Inc. (the "Company"), hereby adopt and consent to the adoption
of the following
resolutions and agree that said resolutions shall have the same
force and effect
as if adopted at a meeting of the Board of Directors duly called
and held for
such purpose.
WHEREAS, Section
17(g) of the Investment Company Act of 1940 (the "1940 Act"),
and Rule 17g-1(a)
thereunder, requires a business development company (a "BDC"),
such as the
Company, to provide and maintain a bond which shall be issued
by a reputable
fidelity insurance company, authorized to do business in the
place where the
bond is issued, to protect the Company against larceny and embezzlement,
covering each officer and employee of the BDC who may singly,
or jointly with
others, have access to the securities or funds of the BDC, either
directly or
through authority to draw upon such funds of, or to direct generally,
the
disposition of such securities, unless the officer or employee
has such access
solely through his position as an officer or employee of a bank
(each, a
"covered person");
WHEREAS,
Rule
17g-1 specifies that the bond may be in the form of (i) an individual
bond for
each covered person, or a schedule or blanket bond covering such
persons, (ii) a
blanket bond which names the Company as the only insured (a "single
insured
bond"), or
(iii) a
bond which names the Company and one or more other parties as
insureds (a "joint
insured bond"), as permitted by Rule 17g-1;
WHEREAS,
the
Rule requires that a majority of directors who are not "interested
persons" of
the BDC approve periodically (but not less than once every 12
months) the
reasonableness of the form and amount of the bond, with due consideration
to the
value of the aggregate assets of the Company to which any covered
person may
have access, the type and terms of the arrangements made for
the custody and
safekeeping of such assets, and the nature of securities and
other investments
to be held by the Company;
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;
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 $525,000,
which had an
annual premium of $3,890 to $3,000,000, which will add an additional
$5,000
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 hereto
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 St. Paul Travelers in the amount of $
3,000,000, (the
"Fidelity Bond") are hereby approved;
FURTHER
RESOLVED,
that
the officers of the Company be, and they hereby are, authorized
to take all
appropriate actions, with the advice of legal counsel to the
Company, to provide
and maintain the Fidelity Bond on behalf of the Company; and
FURTHER
RESOLVED,
that
the General Counsel of the Company is hereby designated and directed
to:
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(1)
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File
with the SEC within 10 days after receipt of the executed
Fidelity Bond,
or any amendment thereof:
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(i)
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a
copy of the Fidelity Bond;
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(ii)
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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;
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(iii)
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a
statement as to the period for which premiums have
been paid; and
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(iv)
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a
copy of any amendment to such agreement within 10 days
after the execution
of such amendment.
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(2)
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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;
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(3)
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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
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(4)
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Notify
by registered mail each member of the Board of Directors
at his or her
last known residence address of:
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(i)
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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;
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(ii)
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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
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(iii)
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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.
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These
actions are taken this 10th
day of
October, 2007.
This
Unanimous Written Consent may be signed in two or more counterparts,
which
together shall constitute a single written consent.
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/s/
Charles E. Harris
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/s/
W. Dillaway Ayres, Jr.
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Charles
E. Harris (Chairman)
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W.
Dillaway Ayres, Jr.
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/s/
C. Wayne Bardin
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/s/
Phillip A. Bauman
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C.
Wayne Bardin
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Phillip
A. Bauman
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/s/
G. Morgan Browne
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/s/
Dugald A. Fletcher
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G.
Morgan Browne
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Dugald
A. Fletcher
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/s/
Kelly S. Kirkpatrick
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/s/
Richard P. Shanley
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Kelly
S. Kirkpatrick
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Richard
P. Shanley
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/s/
Lori D. Pressman
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/s/
Charles E. Ramsey
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Lori
D. Pressman
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Charles
E. Ramsey
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/s/
James E. Roberts
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/s/
Douglas W. Jamison
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James
E. Roberts
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Douglas
W. Jamison
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