December 23, 2019
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, D.C. 20549
Re: 180 Degree Capital Corp.
File Number 811-07074
Dear Sir or Madam:
Filed herewith is the fidelity bond for 180 Degree Capital Corp. (the "Company") as required by Rule 17g-1 under the Investment Company Act of 1940 (the "1940 Act") for the period covering December 11, 2019 through December 11, 2020. Enclosed is a copy of the executed bond, endorsements, and 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 ($16,250) have been paid for the entire period covered by the bond. Please contact the undersigned at 973-746-4500 with any questions.
/s/ Daniel B. Wolfe
Daniel B. Wolfe
Chief Compliance Officer
180 DEGREE CAPITAL CORP.
Unanimous Written Consent
by the Directors of the Board
December 5, 2019
Pursuant to Section 708 (b) of the New York Business Corporation Law (the "NYBCL"), the undersigned, the members of the Board of Directors of 180 Degree Capital Corp. (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 registered closed-end management investment company ("CEF"), 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 CEF who may singly, or jointly with others, have access to the securities or funds of the CEF, 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 CEF 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.
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 the bond in 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 ACE American Insurance Company in the amount of $6,000,000 and a premium of $16,250, (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 Secretary of the Company is hereby designated and directed to:
File with the SEC within 10 days after receipt of the executed Fidelity Bond, or any amendment thereof:
a copy of the Fidelity Bond;
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;
a statement as to the period for which premiums have been paid; and
a copy of any amendment to such agreement within 10 days after the execution of such amendment.
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;
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
Notify by registered mail each member of the Board of Directors at his or her last known residence address of:
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;
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
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.
These actions are taken this 5th day of December, 2019.
This Unanimous Written Consent may be signed in two or more counterparts, which together shall constitute a single written consent.
/s/ Kevin M. Rendino
/s/ Stacy R. Brandom
Kevin M. Rendino (Chairman)
Stacy R. Brandom
/s/ Richard P. Shanley
/s/ Charles E. Ramsey
Richard P. Shanley
Charles E. Ramsey
/s/ Parker A. Weil
/s/ Daniel B. Wolfe
Parker A. Weil
Daniel B. Wolfe