AGREEMENT OF THE JOINT INSUREDS
EXHIBIT
99.6
THIS AGREEMENT dated April 20, 2001, as
amended and restated as of December 27, 2002, February 21, 2003, February 16,
2007 and September 26, 2007 is hereby entered into by and among CORNERSTONE
TOTAL RETURN FUND, INC., CORNERSTONE STRATEGIC VALUE FUND, INC. and CORNERSTONE
PROGRESSIVE RETURN FUND (hereinafter referred to singularly as the "Fund" or
collectively as the "Funds")(the Funds are sometimes referred to individually
herein as the "Insured Party" or collectively the "Insured
Parties").
WHEREAS, the Insured Parties are
management investment companies registered under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, Rule 17g-1 under the 1940 Act
requires each Fund to provide and maintain in effect a bond against larceny and
embezzlement by its officers and employees; and
WHEREAS, Rule 17g-1 authorizes each
Fund, by virtue of its affiliated status, to secure a joint insured bond naming
each of them as insureds; and
WHEREAS, Rule 17g-1 also requires that
each investment company named as an insured in a joint bond enter into an
agreement with the other named insureds containing certain provisions regarding
the respective shares to be received by said insureds in the event recovery is
received under the joint insured bond as a result of a loss sustained by them;
and
WHEREAS, the Boards of Directors of
each Fund, including a majority of the Directors of such Fund who are not
"interested persons" of the Fund as defined by Section 2(a)(19) of the 1940 Act,
have given due consideration to all factors relevant to the form, amount and
ratable allocation of premiums of such a joint insured bond and have determined
that this joint insured bond is in the best interest of each Insured Party and
their respective shareholders, and, accordingly, the majority of such Directors
have approved the amount, type, form and coverage of the joint insured bond and
the portion of the premium payable by each such Insured Party hereunder;
and
WHEREAS, the Directors of each Fund
have determined, with respect to each Insured Party, that the allocation of the
proceeds payable under the joint insured bond as set forth herein, which takes
into account the minimum amount of coverage required for each Fund by Rule
17g-1, is equitable.
NOW, THEREFORE, the parties hereto, in
consideration of the mutual covenants contained herein, hereby agree as
follows:
1. JOINT INSURED BOND. The Insured
Parties shall maintain in effect a joint fidelity insurance bond (the "Bond")
from a reputable fidelity insurance company authorized to do business in the
place where the Bond is issued, insuring each Insured Party against larceny and
embezzlement and covering such of their respective officers and employees who
may, singly or jointly with others, have access, directly or indirectly, to the
particular Insured Party's securities or other assets. The Bond shall name each
Insured Party as an insured and shall comply with the requirements for such
bonds established by Rule 17g-1.
2. AMOUNT. The Bond shall be in at
least the minimum amount required by Rule 17g-1(d) to be maintained by the
Insured Parties, in accordance with the policies of the staff of the Securities
and Exchange Commission.
3. RATABLE ALLOCATION OF PREMIUMS. The
Insured Parties shall divide the initial premium and any additional premiums
which may become due under the Bond among them based upon their relative net
assets at the time of payment of the premium involved.
4. RATABLE ALLOCATION OF
PROCEEDS.
(a) If more than one of the Insured
Parties sustains a single loss (including a loss sustained before the date
hereof), for which recovery is received under the Bond, each such Insured Party
shall receive that portion of the recovery that is sufficient in amount to
indemnify that Insured Party in full for the loss sustained by it, unless the
recovery is inadequate to fully indemnify all such Insured Parties sustaining a
single
loss.
(b) If the recovery is inadequate to
fully indemnify all Insured Parties sustaining a single loss, the recovery shall
be allocated among such Funds as follows:
(i) Each of the Insured Parties, to the
extent it sustains a loss, shall be allocated an amount equal to the lesser of
its actual loss or the minimum amount of the fidelity bond that it would be
required to maintain under a single insured bond (determined as of the time of
the loss in accordance with the provisions of Rule 17g-1).
(ii) The remainder, if any, shall be
allocated among the other Insured Parties based upon their relative net assets
at the time of the loss (provided that, if such allocation would result in any
Insured Party receiving a portion of the recovery in excess of the loss actually
sustained by it, the aggregate of such excess among such other Insured Parties
shall be reallocated among the remaining Insured Parties not fully indemnified
as a result of the foregoing allocations, in proportion to the allocation
percentages set forth in this sub-provision).
5. CLAIMS AND SETTLEMENTS. Each Insured
Party shall, within five (5) days after the making of any claim under the Bond,
provide the other Insured Parties with written notice of the amount and nature
of such claim. Each Insured Party shall, within five (5) days of the receipt
thereof, provide the other Insured Parties with written notice of the terms of
settlement of any claim made under the Bond by such Insured Party. In the event
that two (2) or more Insured Parties shall agree to a settlement of a claim made
under the Bond with respect to a single loss, notice of the settlement shall
also include calculation of the amounts to be received under Paragraph 4 hereof.
The officers of each Insured Party designated as responsible for filing notices
required by paragraph (g) of Rule 17g-1 under the Act shall give and receive any
notices required hereby with respect to such Insured Party.
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6. MODIFICATIONS AND AMENDMENTS. Any
Insured Party may increase the amount of the Bond. Such Insured Party must give
written notice thereof to the other Insured Parties to this Agreement and to the
Securities and Exchange Commission in accordance with Rule 17g-1. If, pursuant
to Rule 17g-1, any Fund shall determine that the coverage provided pursuant to
this Agreement should otherwise be modified, it shall so notify the other
Insured Parties hereto and indicate the nature of the modification (including
the treatment of any increase or return premium) which it believes to be
appropriate. If within sixty (60) days of such notice any necessary amendments
to this Agreement shall not have been made and the request for modification
shall not have been withdrawn, this Agreement shall terminate (except with
respect to losses occurring prior to such termination). Any Insured Party may
withdraw from this Agreement at any time and cease to be an Insured Party hereto
(except with respect to losses occurring prior to such withdrawal) by giving not
less than sixty (60) days prior written notice to the other parties of such
withdrawal. Upon withdrawal, a withdrawing Insured Party shall be entitled to
receive such portion of any premium rebated by the fidelity company with respect
to such withdrawal. Upon termination of the Bond, each Insured Party shall
receive any premium rebated by the fidelity company with respect to such
termination in proportion to the premium paid by such insured, less any premium
previously refunded with respect to such insured.
7. GOVERNING LAW. This Agreement shall
be construed in accordance with the laws of the State of New York.
8. NO ASSIGNMENT. This Agreement is not
assignable.
9. NOTICES. All notices and other
communications hereunder shall be addressed to the appropriate Insured Party,
at: c/o Ultimus Fund Solutions, LLC, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xx. Xxxxx X. Xxxxxxx.
10. COUNTERPARTS. This Agreement may be
executed in two (2) or more parts which together shall constitute a single
agreement.
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IN WITNESS WHEREOF, each of the parties
hereto has duly executed this Agreement as of the day and year first above
written.
| CORNERSTONE TOTAL RETURN FUND, INC. | ||
| By: |
/s/
Xxxxx X. Xxxxxxxx
|
|
| Name: |
Xxxxx
X. Xxxxxxxx
|
|
| Title: |
President
|
|
| CORNERSTONE STRATEGIC VALUE FUND, INC. | ||
| By: |
/s/
Xxxxx X. Xxxxxxxx
|
|
| Name: |
Xxxxx
X. Xxxxxxxx
|
|
| Title: |
President
|
|
| CORNERSTONE PROGRESSIVE RETURN FUND | ||
| By: |
/s/
Xxxxx X. Xxxxxxxx
|
|
| Name: |
Xxxxx
X. Xxxxxxxx
|
|
| Title: |
President
|
|
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