SECRETARY CERTIFICATE

I, David H. Lesser being duly appointed Secretary of the meeting of the Board of Directors of Millennium Investment & Acquisition Company, Inc., duly certify and attest that, the following resolutions were approved at the meeting of the Board of Directors held on September 30, 2016.

RESOLVED, that a fidelity bond with Great American Insurance Company for the period August 29, 2016 to August 29, 2017, having an aggregate coverage of $300,000 be, and it hereby is, approved, it having been determined to be reasonable in form and amount, after giving due consideration to all factors deemed relevant by this Board, including, among other things, the value of the aggregate assets of the Fund to which any covered person may have access, the arrangements for custody and safekeeping of such asset and the nature of the securities in the portfolio of the Fund; and

FURTHER RESOLVED, that the Secretary of the Fund is authorized to file or cause to be filed the fidelity bond with the Securities and Exchange Commission and give the notices required under Paragraph (1) of Rule 17g-1 under the 1940 Act; and

FURTHER RESOLVED, that the appropriate officers of the Fund are authorized to do any and all acts, in the name of the Fund and on its behalf, as they, or any of them, may determine to be necessary or appropriate in connection with or in furtherance of the foregoing resolutions.

/s/ David H. Lesser

Secretary