The
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                           FINANCIAL INSTITUTION BOND
                              STANDARD FORM NO. 14
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                                                               The F&D Companies
                                                                   P.O. Box 1227
                                                             Baltimore, MD 21203





The                                                          Home Office
F&D                                                          P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                           FINANCIAL INSTITUTION BOND
                 Standard Form No. 14, Revised to October, 1987


FIDELITY AND DEPOSIT COMPANY OF MARYLAND

(stock insurance companies herein called Underwriter)

DECLARATIONS                                             Bond No. FIB 0000609 10

Item 1. Name of Insured (herein called Insured):
        Capital Southwest Corporation
        Capital Southwest Management Corporation

        Principal Address:

        12900 Preston Road, Suite 700
        Dallas, TX  75230

Item 2. Bond Period: from 12:01 a.m. 7-01-07 to 12:01 a.m. 7-01-08 standard time
        at the Principal Address shown in Item 1 above.

Item 3. The Aggregate  Liability of the Underwriter during the Bond Period shall
        be $900,000

Item 4. Subject to Sections 4. and 11. hereof
        the Single Loss Limit of Liability is $900,000

        and the Single Loss Deductible is  $0

        Provided,  however,  that if any amounts  are  inserted  below  opposite
        specified  Insuring  Agreements  or  Coverage,  those  amounts  shall be
        controlling.  Any  amount  set forth  below  shall be part of and not in
        addition  to amounts  set forth  above.  (If an  Insuring  Agreement  or
        Coverage is to be deleted, insert "Not Covered.")

        Amount applicable to:                             Single Loss Limit of   Single Loss
                                                                Liability         Deductible
                                                                           
        Insuring Agreement (D)--FORGERY OR ALTERATION     $            900,000   $          0
        Insuring Agreement (E)--SECURITIES                $            900,000   $          0
        Coverage on Partners                                       NOT COVERED    NOT COVERED
        Optional Insuring Agreements and Coverages:


        If "Not  Covered" is inserted  above  opposite  any  specified  Insuring
        Agreement or Coverage, such Insuring Agreement or Coverage and any other
        reference thereto in this bond shall be deemed to be deleted therefrom.

Item 5. The  liability  of  the  Underwriter  is  subject  to the  terms  of the
        following riders attached hereto:

        F251, F253, F258, F285, SR5083c, SR5969a, SR5971a, SR6100e

Item 6. The  Insured  by  the  acceptance  of  this  bond  gives  notice  to the
        Underwriter terminating or canceling prior bond(s) or policy(ies) No.(s)
        FIB 0000609-09  such  termination or  cancellation to be effective as of
        the time this bond becomes effective.








     The Underwriter,  in  consideration  of an agreed premium,  and in reliance
upon all statements  made and  information  furnished to the  Underwriter by the
Insured in applying  for this bond,  and subject to the  Declarations,  Insuring
Agreements,  General  Agreements,  Conditions  and  Limitations  and other terms
hereof, agrees to indemnify the Insured for:

                               INSURING AGREEMENTS

                                    FIDELITY

(A) Loss resulting  directly from  dishonest or fraudulent  acts committed by an
    Employee acting alone or in collusion with others.

    Such dishonest or fraudulent acts must be committed by the Employee with the
    manifest intent:

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

        (b) to obtain  financial  benefit for the Employee  and which,  in fact,
            result in obtaining such benefit.

    As used in this Insuring  Agreement,  financial benefit does not include any
    employee  benefits  earned in the normal  course of  employment,  including:
    salaries,  commissions, fees, bonuses, promotions, awards, profit sharing or
    pensions.

                                   ON PREMISES

(B) (1) Loss of Property resulting directly from

        (a) robbery,    burglary,    misplacement,    mysterious   unexplainable
            disappearance and damage thereto or destruction thereof, or

        (b) theft, false pretenses,  common-law or statutory larceny,  committed
            by a person  present in an office or on the premises of the Insured,

        while the  Property is lodged or  deposited  within  offices or premises
        anywhere.

    (2) Loss of or damage to

        (a) furnishings, fixtures, supplies or equipment within an office of the
            Insured  covered under this bond resulting  directly from larceny or
            theft in, or by  burglary or robbery  of,  such  office,  or attempt
            thereat, or by vandalism or malicious mischief, or

        (b) such office  resulting  from  larceny or theft in, or by burglary or
            robbery of such  office or attempt  thereat,  or to the  interior of
            such office by vandalism or malicious mischief,

        provided that

            (i)  the  Insured  is  the  owner  of  such  furnishings,  fixtures,
                 supplies,  equipment,  or office or is liable  for such loss or
                 damage, and

            (ii) the loss is not caused by fire.

                                   IN TRANSIT

(C) Loss of Property  resulting  directly from robbery,  common-law or statutory
    larceny, theft, misplacement,  mysterious unexplainable disappearance, being
    lost or made away with, and damage thereto or destruction thereof, while the
    Property is in transit anywhere in the custody of

        (a) a natural  person  acting as a messenger  of the Insured (or another
            natural person acting as messenger or custodian  during an emergency
            arising from the incapacity of the original messenger), or

        (b) a Transportation  Company and being  transported in an armored motor
            vehicle, or

        (c) a Transportation Company and being transported in a conveyance other
            than  an  armored  motor  vehicle  provided  that  covered  Property
            transported in such manner is limited to the following:

            (i)   records, whether recorded in writing or electronically, and

            (ii)  Certificated  Securities  issued  in  registered  form and not
                  endorsed, or with restrictive endorsements, and




            (iii) Negotiable Instruments not payable to bearer, or not endorsed,
                  or with restrictive endorsements.

    Coverage under this Insuring  Agreement begins  immediately upon the receipt
    of such Property by the natural  person or  Transportation  Company and ends
    immediately upon delivery to the designated recipient or its agent.

                              FORGERY OR ALTERATION

(D) Loss resulting directly from

    (1) Forgery or alteration of, on, or in any Negotiable  Instruments  (except
        an  Evidence of Debt),  Acceptance,  Withdrawal  Order,  receipt for the
        withdrawal of Property, Certificate of Deposit or Letter of Credit,

    (2) transferring, paying or delivering any funds or Property or establishing
        any credit or giving any value on the faith of any written  instructions
        or advices directed to the Insured and authorizing or acknowledging  the
        transfer,  payment,  delivery  or  receipt of funds or  Property,  which
        instructions  or advices  purport to have been signed or endorsed by any
        customer  of the  Insured  or by any  financial  institution  but  which
        instructions  or advices  either bear a signature  which is a Forgery or
        have been altered  without the knowledge and consent of such customer or
        financial institution.

    A  mechanically  reproduced  facsimile  signature  is treated  the same as a
    handwritten signature.

                                   SECURITIES

(E) Loss resulting  directly from the Insured having, in good faith, for its own
    account or for the account of others,

    (1) acquired,  sold or delivered, or given value, extended credit or assumed
        liability, on the faith of, any original

        (a) Certificated Security,

        (b) deed,  mortgage or other instrument  conveying title to, or creating
            or discharging a lien upon, real property,

        (c) Evidence of Debt,

        (d) Instruction to a Federal Reserve Bank of the United States, or

        (e) Statement of Uncertificated  Security of any Federal Reserve Bank of
            the United States

        which

            (i)   bears a  signature  of any maker,  drawer,  issuer,  endorser,
                  assignor, lessee, transfer agent, registrar, acceptor, surety,
                  guarantor,  or of any  person  signing  in any other  capacity
                  which is a Forgery, or

            (ii)  is altered, or

            (iii) is lost or stolen;

    (2) guaranteed  in writing or witnessed  any  signature  upon any  transfer,
        assignment,  bill of sale,  power of attorney,  Guarantee,  or any items
        listed in (a) through (c) above;

    (3) acquired,  sold or delivered,  or given value, extended creditor assumed
        liability, on the faith of any item listed in (a) and (b) above which is
        a Counterfeit.

    A  mechanically  reproduced  facsimile  signature  is treated  the same as a
    handwritten signature.

                              COUNTERFEIT CURRENCY

(F) Loss resulting  directly from the receipt by the Insured,  in good faith, of
    any  Counterfeit  Money of the United  States of  America,  Canada or of any
    other country in which the Insured maintains a branch office.



                               GENERAL AGREEMENTS

                                    NOMINEES

A.  Loss  sustained  by any nominee  organized by the Insured for the purpose of
    handling certain of its business  transactions  and composed  exclusively of
    its  Employees  shall,  for all the purposes of this bond and whether or not
    any partner of such nominee is implicated in such loss, be deemed to be loss
    sustained by the Insured.

                ADDITIONAL OFFICES OR EMPLOYEES -- CONSOLIDATION,
                     MERGER OR PURCHASE OF ASSETS -- NOTICE

B.  If the Insured shall, while this bond is in force,  establish any additional
    offices,  other  than by  consolidation  or  merger  with,  or  purchase  or
    acquisition of assets or liabilities of, another  institution,  such offices
    shall be automatically covered hereunder from the date of such establishment
    without  the  requirement  of notice to the  Underwriter  or the  payment of
    additional premium for the remainder of the premium period.

    If the  Insured  shall,  while this bond is in force,  consolidate  or merge
    with, or purchase or acquire assets or liabilities of, another  institution,
    the Insured shall not have such coverage as is afforded  under this bond for
    loss which

        (a) has occurred or will occur in offices or premises, or

        (b) has been  caused or will be caused by an employee  or  employees  of
            such institution, or

        (c) has arisen or will arise out of the assets or  liabilities  acquired
            by the Insured as a result of such consolidation, merger or purchase
            or acquisition of assets or liabilities unless the Insured shall

            (i)   give  the   Underwriter   written   notice  of  the   proposed
                  consolidation,  merger or purchase or acquisition of assets or
                  liabilities  prior  to the  proposed  effective  date  of such
                  action and

            (ii)  obtain the written  consent of the  Underwriter  to extend the
                  coverage  provided by this bond to such additional  offices or
                  premises, Employees and other exposures, and

            (iii) upon  obtaining  such  consent,  pay  to  the  Underwriter  an
                  additional premium.

                           CHANGE OF CONTROL -- NOTICE

C.  When the Insured learns of a change in control, it shall give written notice
    to the Underwriter.



    As used in this General Agreement,  control means the power to determine the
    management  or policy of a  controlling  holding  company or the  Insured by
    virtue of  voting-stock  ownership.  A change in ownership  of  voting-stock
    which  results  in direct  or  indirect  ownership  by a  stockholder  or an
    affiliated  group of stockholders of ten percent (10%) or more of such stock
    shall be  presumed  to result in a change of control  for the purpose of the
    required notice.

    Failure to give the required  notice shall result in termination of coverage
    for any loss involving a transferee,  to be effective upon the date of stock
    transfer.

                            REPRESENTATION OF INSURED

D.  The Insured represents that the information furnished in the application for
    this bond is complete,  true and correct. Such application  constitutes part
    of this bond.

    Any  misrepresentation,  omission,  concealment or incorrect  statement of a
    material  fact, in the  application  or otherwise,  shall be grounds for the
    rescission of this bond.

                                  JOINT INSURED

E.  If two or more Insureds are covered under this bond, the first named Insured
    shall act for all Insureds.  Payment by the  Underwriter  to the first named
    Insured of loss sustained by any Insured shall fully release the Underwriter
    on account of such loss.  If the first  named  Insured  ceases to be covered
    under this bond,  the Insured next named shall  thereafter  be considered as
    the first  named  Insured.  Knowledge  possessed  or  discovery  made by any
    Insured  shall  constitute  knowledge  or  discovery by all Insureds for all
    purposes of this bond. The liability of the  Underwriter  for loss or losses
    sustained  by all  Insureds  shall  not  exceed  the  amount  for  which the
    Underwriter  would  have  been  liable  had all  such  loss or  losses  been
    sustained by one Insured.

                           NOTICE OF LEGAL PROCEEDINGS
                      AGAINST INSURED -- ELECTION TO DEFEND

F.  The Insured shall notify the Underwriter at the earliest practicable moment,
    not to exceed 30 days after notice thereof,  of any legal proceeding brought
    to determine the Insured's  liability for any loss, claim or damage,  which,
    if  established,  would  constitute  a  collectible  loss  under  this bond.
    Concurrently,  the  Insured  shall  furnish  copies  of  all  pleadings  and
    pertinent papers to the Underwriter.

    The  Underwriter,  at its sole  option,  may elect to conduct the defense of
    such legal  proceeding,  in whole or in part. The defense by the Underwriter
    shall  be  in  the  Insured's  name  through   attorneys   selected  by  the
    Underwriter.  The Insured  shall  provide  all  reasonable  information  and
    assistance required by the Underwriter for such defense.

    If the  Underwriter  elects to defend the Insured,  in whole or in part, any
    judgment  against the Insured on those  counts or causes of action which the
    Underwriter defended on behalf of the Insured or any settlement in which the
    Underwriter  participates  and  all  attorneys'  fees,  costs  and  expenses
    incurred by the Underwriter in the defense of the litigation shall be a loss
    covered by this bond.

    If the Insured  does not give the  notices  required  in  subsection  (a) of
    Section 5 of this bond and in the first paragraph of this General Agreement,
    or if the Underwriter  elects not to defend any causes of action,  neither a
    judgment  against the Insured,  nor a settlement of any legal  proceeding by
    the Insured,  shall  determine the  existence,  extent or amount of coverage
    under this bond for loss sustained by the Insured, and the Underwriter shall
    not be liable for any attorneys'  fees,  costs and expenses  incurred by the
    Insured.

    With respect to this General Agreement, subsections (b) and (d) of Section 5
    of this bond apply upon the entry of such judgment or the occurrence of such
    settlement instead of upon discovery of loss. In addition,  the Insured must
    notify the Underwriter within 30 days after such judgment is entered against
    it or after the  Insured  settles  such legal  proceeding,  and,  subject to
    subsection (e) of Section 5, the Insured may not bring legal proceedings for
    the recovery of such loss after the expiration of 24 months from the date of
    such final judgment or settlement.



                           CONDITIONS AND LIMITATIONS

                                   DEFINITIONS

Section 1. As used in this bond:

    (a) Acceptance  means a draft  which the drawee has,  by  signature  written
        thereon, engaged to honor as presented.

    (b) Certificate of Deposit means an acknowledgment in writing by a financial
        institution of receipt of Money with an engagement to repay it.

    (c) Certificated Security means a share,  participation or other interest in
        property  of or an  enterprise  of the  issuer or an  obligation  of the
        issuer, which is:

        (1) represented by an instrument issued in bearer or registered form;

        (2) of a type commonly  dealt in on securities ex- changes or markets or
            commonly recognized in any area in which it is issued or dealt in as
            a medium for investment; and


        (3) either  one of a class or series or by its  terms  divisible  into a
            class or series of shares, participations, interests or obligations.

    (d) Counterfeit  means an  imitation  which is intended to deceive and to be
        taken as the original.

    (e) Employee means


        (1) a  natural  person  in  the  service  of the  Insured  at any of the
            Insured's  offices or premises  covered  hereunder  whom the Insured
            compensates  directly by salary or  commission  and whom the Insured
            has the right to direct and control  while  performing  services for
            the Insured;


        (2) an attorney retained by the Insured and an employee of such attorney
            while either is per- forming legal services for the Insured


        (3) a person  provided by an employment  contractor to perform  employee
            duties for the Insured under the Insured's supervision at any of the
            Insured's offices or premises covered hereunder; and a guest student
            pursuing studies or duties in any of said offices or premises;


        (4) an  employee  of an  institution  merged  or  consolidated  with the
            Insured prior to the effective date of this bond;

        (5) each natural  person,  partnership or corporation  authorized by the
            Insured to perform  services  as data  processor  of checks or other
            accounting  records of the Insured  (not  including  preparation  or
            modification  of  computer  software  or  programs),  herein  called
            Processor.  (Each such  Processor,  and the  partners,  officers and
            employees of such Processor shall, collectively, be deemed to be one
            Employee for all the purposes of this bond, excepting,  however, the
            second  paragraph of Section 12. A Federal  Reserve Bank or clearing
            house shall not be construed to be a processor.) and


        (6) a Partner of the Insured,  unless not covered as stated in Item 4 of
            the Declarations.


    (f) Evidence of Debt means an instrument, including a Negotiable Instrument,
        executed by a customer  of the Insured and held by the Insured  which in
        the regular  course of business is treated as evidencing  the customer's
        debt to the Insured.



    (g) Financial  Interest in the Insured of the Insured's general  partner(s),
        or limited partner(s),  committing  dishonest or fraudulent acts covered
        by this bond or concerned or implicated therein means:

        (1) as  respects  general  partners  the value of all  right,  title and
            interest of such general  partner(s),  determined as of the close of
            business on the date of discovery  of loss covered by this bond,  in
            the aggregate of:


            (a) the "net worth" of the  Insured,  which for the purposes of this
                bond,  shall be deemed to be the excess of its total assets over
                its total liabilities, without adjustment to give effect to loss
                covered by this bond,  (except that credit balances and equities
                in  proprietary  accounts of the  Insured,  which shall  include
                capital accounts of partners, investment and trading accounts of
                the Insured,  participations  of the Insured in joint  accounts,
                and  accounts  of  partners  which  are  covered  by  agreements
                providing for the inclusion of equities  therein as  partnership
                property,   shall  not  be  considered  as   liabilities)   with
                securities, spot commodities, commodity future contracts in such
                proprietary  accounts and all other  assets  marked to market or
                fair value and with  adjustment  for  profits  and losses at the
                market of contractual  commitments for such proprietary accounts
                of the Insured; and


            (b) the value of all other Money,  securities and property belonging
                to such general partner(s),  or in which such general partner(s)
                have a  pecuniary  interest,  held by or in the  custody  of and
                legally available to the Insured as set-off against loss covered
                by this bond;

                provided,  however,  that if such "net  worth"  adjusted to give
                effect to loss  covered by this bond and such value of all other
                Money,  securities  and  property  as  set  forth  in  (g)(1)(b)
                preceding,  plus the amount of coverage afforded by this bond on
                account of such loss, is not  sufficient to allow the Insured to
                meet its obligations,  including its obligations to its partners
                other  than to  such  general  partner(s),  then  the  Financial
                Interest  in the  Insured,  as above  defined,  of such  general
                partner(s)  shall  be  reduced  in  an  amount   necessary,   or
                eliminated  if need be,  in order to  enable  the  Insured  upon
                payment of loss under this bond to meet such obligations, to the
                extent  that such  payment  will enable the Insured to meet such
                obligations,  without  any  benefit  accruing  to  such  general
                partner(s) from such payment; and

        (2) as  respects  such  limited  partners  the  value  of  such  limited
            partner's(') investment in the Insured.

    (h) Forgery means the signing of the name of another person or  organization
        with intent to deceive;  it does not mean a signature  which consists in
        whole or in part of one's own name signed with or without authority,  in
        any capacity, for any purpose.

    (i) Guarantee means a written  undertaking  obligating the signer to pay the
        debt  of  another  to the  Insured  or its  assignee  or to a  financial
        institution  from which the Insured has purchased  participation  in the
        debt, if the debt is not paid in accordance with its terms.

    (j) Instruction  means a written  order to the  issuer of an  Uncertificated
        Security requesting that the transfer,  pledge or release from pledge of
        the Uncertificated Security specified be registered.



    (k) Letter of  Credit  means an  engagement  in  writing  by a bank or other
        person made at the request of a customer  that the bank or other  person
        will honor drafts or other demands for payment upon  compliance with the
        conditions specified in the Letter of Credit.

    (l) Money means a medium of exchange in current use authorized or adopted by
        a domestic or foreign government as a part of its currency.

    (m) Negotiable Instrument means any writing

        (1) signed by the maker or drawer; and

        (2) containing any  unconditional  promise or order to pay a sum certain
            in Money and no other promise,  order,  obligation or power given by
            the maker or drawer; and

        (3) is payable on demand or at a definite time; and

        (4) is payable to order or bearer.

    (n) Partner means a natural person who

        (1) is a general partner of the Insured, or

        (2) is a limited partner and an Employee (as defined in Section 1 (e)(1)
            of the bond) of the Insured.

    (o) Property means Money, Certificated Securities, Uncertificated Securities
        of  any  Federal   Reserve  Bank  of  the  United   States,   Negotiable
        Instruments,  Certificates of Deposit,  documents of title, Acceptances,
        Evidences of Debt, security agreements,  Withdrawal Orders, certificates
        of origin or title, Letters of Credit, insurance policies,  abstracts of
        title,  deeds and  mortgages on real estate,  revenue and other  stamps,
        tokens, unsold state lottery tickets, books of account and other records
        whether recorded in writing or electronically,  gems, jewelry,  precious
        metals  of all kinds and in any form,  and  tangible  items of  personal
        property which are not hereinbefore enumerated.

    (p) Statement of  Uncertificated  Security means a written  statement of the
        issuer of an Uncertificated Security containing:

        (1) a description of the Issue of which the Uncertificated Security is a
            part;

        (2) the number of shares or units:

            (a) transferred to the registered owner;

            (b) pledged by the registered owner to the registered pledgee;

            (c) released from pledge by the registered pledgee;

            (d) registered  in the name of the  registered  owner on the date of
                the statement; or

            (e) subject to pledge on the date of the statement.

        (3) the name and address of the registered owner and registered pledgee;

        (4) a  notation  of any liens and  restrictions  of the  issuer  and any
            adverse  claims to which the  Uncertificated  Security  is or may be
            subject  or  a  statement  that  there  are  none  of  those  liens,
            restrictions or adverse claims; and



        (5) the date:

            (a) the transfer of the shares or units to the new registered  owner
                of the shares or units was registered;

            (b) the pledge of the registered pledgee was registered; or

            (c) of the statement, if it is a periodic or annual statement

    (q) Transportation  Company means any organization which provides its own or
        leased vehicles for  transportation or which provides freight forwarding
        or air express services.

    (r) Uncertificated  Security means a share,  participation or other interest
        in property of or an  enterprise  of the issuer or an  obligation of the
        issuer, which is:

        (1) not  represented  by an  instrument  and the  transfer  of  which is
            registered upon books maintained for that purpose by or on behalf of
            the issuer;

        (2) of a type commonly  dealt in on  securities  ex- changes or markets;
            and

        (3) either  one of a class or series or by its  terms  divisible  into a
            class or series of shares, participations, interests or obligations.

    (s) Withdrawal  Order  means  a  non-negotiable  instrument,  other  than an
        Instruction, signed by a customer of the Insured authorizing the Insured
        to debit the customer's account in the amount of funds stated therein.

                                   EXCLUSIONS

Section 2.  This bond does not cover:

    (a)loss resulting directly or indirectly from forgery or alteration, except
        when covered under Insuring Agreements (A), (D) or (E);

    (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  (C),  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 initiating such transit;

    (c) loss  resulting  directly  or  indirectly  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 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  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  directly  or  indirectly  from the  complete or partial
        non-payment  of, or default  upon,  any loan  transaction  involving the
        Insured as a lender or borrower,  or extension of credit,  including the
        purchase, discounting or other acquisition of false or genuine accounts,
        invoices,  notes,  agreements  or Evidences of Debt,  whether such loan,
        transaction  or extension  was procured in good faith or through  trick,
        artifice,  fraud or false pretenses;  except when covered under Insuring
        Agreements (A), (D) or (E);



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

        (1) of law regulating (i) the issuance,  purchase or sale of securities,
            (ii)  securities  transactions  upon security  exchanges or over the
            counter  market,  (iii)  investment  companies,  or (iv)  investment
            advisers, or

        (2) of any rule or regulation  made pursuant to any such law,  unless it
            is  established by the Insured that the act or acts which caused the
            said loss involved  fraudulent or dishonest conduct which would have
            caused a loss to the  Insured in a similar  amount in the absence of
            such laws, rules or regulations;

    (g) loss resulting directly or indirectly from the failure of a financial or
        depository  institution,  or  its  receiver  or  liquidator,  to  pay or
        deliver, on demand of the Insured, funds or Property of the Insured held
        by it in any capacity, except when covered under Insuring Agreements (A)
        or (B)(1)(a);

    (h) loss caused by an Employee, except when covered under Insuring Agreement
        (A) or when covered  under  Insuring  Agreement (B) or (C) and resulting
        directly from misplacement,  mysterious  unexplainable  disappearance or
        destruction of or damage to Property;

    (i) loss resulting  directly or indirectly from transactions in a customer's
        account,  whether  authorized  or  unauthorized,   except  the  unlawful
        withdrawal  or  conversion  of  Money,  securities  or  precious  metals
        directly from a customer's account by an Employee provided such unlawful
        withdrawal or conversion is covered under Insuring Agreement (A);

    (j) damages resulting from any civil,  criminal or other legal proceeding in
        which the Insured is alleged to have  engaged in  racketeering  activity
        except when the Insured  establishes that the act or acts giving rise to
        such damages were  committed by an Employee  under  circumstances  which
        result directly in a loss to the Insured  covered by Insuring  Agreement
        (A).  For the  purposes of this  exclusion,  "racketeering  activity" is
        defined in 18 United States Code 1961 et seq., as amended;

    (k) loss resulting  directly or indirectly  from the use or purported use of
        credit,  debit,  charge,  access,  convenience,   identification,   cash
        management or other cards;

        (1) in obtaining credit or funds, or

        (2) in gaining access to automated  mechanical  devices which, on behalf
            of the Insured, disburse Money, accept deposits, cash checks, drafts
            or similar written instruments or make credit card loans, or


        (3) in  gaining  access  to point  of sale  terminals,  customer  - bank
            communication   terminals,   or  similar  electronic   terminals  of
            electronic funds transfer systems,

        whether  such cards  were  issued,  or  purported  to be issued,  by the
        Insured or by anyone other than the Insured,  except when covered  under
        Insuring Agreement (A);

    (l) loss involving  automated  mechanical  devises  which,  on behalf of the
        Insured, disburse Money, accept deposits, cash checks, drafts or similar
        written instruments or make credit card loans, except when covered under
        Insuring Agreement (A);

    (m) 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);

    (n) loss resulting  directly or indirectly from payments made or withdrawals
        from a depositor's or customer's account involving  erroneous credits to
        such  account,  unless  such  payments  or  withdrawals  are  physically
        received  by  such  depositor  or  customer  or  representative  of such
        depositor  or  customer  who is within the office of the  Insured at the
        time of such  payment  or  withdrawal,  or  except  when  covered  under
        Insuring Agreement (A);

    (o) loss  involving  items of  deposit  which are not  finally  paid for any
        reason,  including but not limited to Forgery or any other fraud, except
        when covered under Insuring Agreement (A);

    (p) loss resulting directly or indirectly from  counterfeiting,  except when
        covered under Insuring Agreements (A), (E) or (F);

    (q) loss of any tangible item of personal property which is not specifically
        enumerated  in the  paragraph  defining  Property  if such  property  is
        specifically  insured by other  insurance  of any kind and in any amount
        obtained  by the  Insured,  and in any  event,  loss  of  such  property
        occurring  more than 60 days after the Insured takes  possession of such
        property, except when covered under Insuring Agreements (A) or (B)(2);

    (r) loss of Property while

        (1) in the mail, or

        (2) in the custody of any Transportation  Company,  unless covered under
            Insuring Agreement (C)

        except when covered under Insuring Agreement (A);

    (s) potential  income,  including but not limited to interest and dividends,
        not realized by the Insured or by any customer of the Insured;

    (t) damages  of any type for which the  insured is  legally  liable,  except
        compensatory damages, but not multiples thereof, arising directly from a
        loss covered under this bond;

    (u) all fess, costs and expenses incurred by the Insured

        (1) in  establishing  the  existence of or amount of loss covered  under
            this bond; or

        (2) as a  party  to any  legal  proceeding  whether  or not  such  legal
            proceeding  exposes  the Insured to loss  covered by this bond;

    (v) indirect or consequential loss of any nature;

    (w) loss  involving any  Uncertificated  Security  except an  Uncertificated
        Security  of any  Federal  Reserve  Bank of the  United  States  or when
        covered under Insuring Agreement (A);

    (x) loss resulting  directly or indirectly  from any dishonest or fraudulent
        act  or  acts  committed  by  any  non-Employee  who  is  a  securities,
        commodities,  money,  mortgage,  real estate, loan, insurance,  property
        management,  investment banking broker, agent or other representative of
        the same general character;

    (y) loss caused  directly or indirectly  by a Partner of the Insured  unless
        the amount of such loss exceeds the Financial Interest in the Insured of
        such Partner and the Deductible amount applicable to this bond, and then
        for the excess only;

    (z) loss  resulting  directly  or  indirectly  from any  actual  or  alleged



        representation,  advise,  warranty or guarantee as to the performance of
        any investments;

   (aa) loss due to  liability  imposed  upon  the  Insured  as a result  of the
        unlawful disclosure of non-public material information by the Insured or
        any  Employee,  or  as  a  result  of  any  Employee  acting  upon  such
        information, whether authorized or unauthorized.

                                    DISCOVERY

Section 3. This bond applies to loss  discovered by the Insured  during the Bond
Period.  Discovery  occurs when the Insured  first  becomes aware of facts which
would cause a reasonable  person to assume that a loss of a type covered by this
bond has been or will be incurred, regardless of when the act or acts causing or
contributing  to such loss occurred,  even though the exact amount or details of
loss may not then be known.

Discovery also occurs when the Insured receives notice of an actual or potential
claim in which it is alleged  that the  Insured is liable to a third party under
circumstances which, if true, would constitute a loss under this bond.

                               LIMIT OF LIABILITY

Section 4.

                          Aggregate Limit of Liability

The  Underwriter's  total  liability for all losses  discovered  during the Bond
Period shown in Item 2 of the Declarations  shall not exceed the Aggregate Limit
of  Liability  shown  in Item 3 of the  Declarations.  The  Aggregate  Limit  of
Liability  shall be reduced by the amount of any payment made under the terms of
this bond.

Upon exhaustion of the Aggregate Limit of Liability by such payments:

    (a) The  Underwriter  shall  have no  further  liability  for loss or losses
        regardless of when discovered and whether or not previously  reported to
        the Underwriter, and

    (b) The Underwriter  shall have no obligation  under General  Agreement F to
        continue the defense of the Insured,  and upon notice by the Underwriter
        to the Insured that the Aggregate Limit of Liability has been exhausted,
        the Insured shall assume all  responsibility  for its defense at its own
        cost.

The  Aggregate  Limit of Liabi lity shall not be increased or  reinstated by any
recovery made and applied in  accordance  with  subsections  (a), (b) and (c) of
Section 7. In the event that a loss of  Property  is settled by the  Underwriter
through  the use of a lost  instrument  bond,  such loss  shall not  reduce  the
Aggregate Limit of Liability.

                         Single Loss Limit of Liability

Subject to the Aggregate  Limit of Liability,  the  Underwriter's  liability for
each Single Loss shall not exceed the applicable  Single Loss Limit of Liability
shown in Item 4 of the Declarations. If a Single Loss is covered under more than
one Insuring  Agreement or Coverage,  the maximum  payable  shall not exceed the
largest applicable Single Loss Limit of Liability.

                               Single Loss Defined

Single Loss means all covered loss,  including  court costs and attorneys'  fees
incurred by the Underwriter under General Agreement F, resulting from

    (a) any one act or series of related  acts of  burglary,  robbery or attempt
        thereat, in which no Employee is implicated, or

    (b) any one act or series of  related  unintentional  or  negligent  acts or
        omissions  on the  part  of any  person  (whether  an  Employee  or not)
        resulting in damage to or destruction or misplacement of Property, or



    (c) all  acts  or  omissions  other  than  those  specified  in (a)  and (b)
        preceding, caused by any person (whether an Employee or not) or in which
        such person is implicated, or

    (d) any one casualty or event not specified in (a), (b) or (c) preceding.

                       NOTICE/PROOF -- LEGAL PROCEEDINGS
                               AGAINST UNDERWRITER
Section 5.

    (a) At the  earliest  practicable  moment,  not to  exceed  30  days,  after
        discovery  of  loss,  the  Insured  shall  give the  Underwriter  notice
        thereof.

    (b) Within 6 months after such  discovery,  the Insured shall furnish to the
        Underwriter proof of loss, duly sworn to, with full particulars.

    (c) Lost  Certificated  Securities  listed  in a  proof  of  loss  shall  be
        identified by certificate or bond numbers if such securities were issued
        therewith.

    (d) Legal  proceedings  for the recovery of any loss hereunder  shall not be
        brought prior to the  expiration of 60 days after the original  proof of
        loss is filed with the  Underwriter or after the expiration of 24 months
        from the discovery of such loss.

    (e) 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 equal the minimum  period of limitation  provided by
        such law.

    (f) This bond affords coverage only in favor of the Insured. No suit, action
        or legal  proceedings  shall be brought  hereunder by any one other than
        the named Insured.

                                    VALUATION

Section 6. Any loss of Money,  or loss payable in Money,  shall be paid,  at the
option  of the  Insured,  in the  Money of the  country  in  which  the loss was
sustained  or  in  the  United  States  of  America  dollar  equivalent  thereof
determined at the rate of exchange at the time of payment of such loss.

                                   Securities

The Underwriter shall settle in kind its liability under this bond on account of
a loss of any  securities  or, at the  option of the  Insured,  shall pay to the
Insured the cost of replacing  such  securities,  determined by the market value
thereof at the time of such settlement. However, if prior to such settlement the
Insured shall be compelled by the demands of a third party or by market rules to
purchase equivalent  securities,  and gives written  notification of this to the
Underwriter,  the cost  incurred by the  Insured  shall be taken as the value of
those  securities.  In case of a loss of subscription,  conversion or redemption
privileges  through the  misplacement or loss of securities,  the amount of such
loss shall be the value of such privileges  immediately preceding the expiration
thereof.  If such securities  cannot be replaced or have no quoted market value,
or if such  privileges  have no  quoted  market  value,  their  value  shall  be
determined by agreement or arbitration.

If the applicable coverage of this bond is subject to a Deductible Amount and/or
is not  sufficient  in amount to  indemnify  the Insured in full for the loss of
securities for which claim is made  hereunder,  the liability of the Underwriter
under this bond is limited to the payment for, or the duplication of, so much of
such securities as has a value equal to the amount of such applicable coverage.

                       Books of Account and Other Records

In case of loss of, or damage to, any books of account or other  records used by
the Insured in 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 the 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.



                Property other than Money, Securities or Records

In case of loss of, or damage to, any  Property  other than  Money,  securities,
books of account or other records,  or damage  covered under Insuring  Agreement
(B)(2),  the Underwriter shall not be liable for more than the actual cash value
of such  Property,  or of items covered under  Insuring  Agreement  (B)(2).  The
Underwriter  may,  at its  election,  pay the actual  cash value of,  replace or
repair such property. Disagreement between the Underwriter and the Insured as to
the cash value or as to the adequacy of repair or replacement  shall be resolved
by arbitration.

                                     Set-Off

Any loss covered under this bond shall be reduced by a set-off consisting of any
amount  owed to the  Employee  causing  the loss if such loss is  covered  under
Insuring Agreement (A).

                ASSIGNMENT - SUBROGATION - RECOVERY - COOPERATION

Section 7.

    (a) In the event of payment under this bond, the Insured shall  deliver,  if
        so requested by the Underwriter,  an assignment of such of the Insured's
        rights,  title and  interest  and causes of action as it has against any
        person or entity to the extent of the loss payment.

    (b) In the event of  payment  under  this  bond,  the  Underwriter  shall be
        subrogated to all of the Insured's  rights of recovery  therefor against
        any person or entity to the extent of such payment.

    (c) Recoveries, whether effected by the Underwriter or by the Insured, shall
        be applied net of the expense of such recovery first to the satisfaction
        of the Insured's  loss which would  otherwise have been paid but for the
        fact that it is in excess of either  the  Single or  Aggregate  Limit of
        Liability, secondly, to the Underwriter as reimbursement of amounts paid
        in  settlement of the Insured's  claim,  and thirdly,  to the Insured in
        satisfaction  of any Deductible  Amount.  Recovery on account of loss of
        securities as set forth in the second paragraph of Section 6 or recovery
        from reinsurance and/or indemnity of the Underwriter shall not be deemed
        a recovery as used herein.

    (d) Upon the  Underwriter's  request  and at  reasonable  times  and  places
        designated  by  the   Underwriter   the  Insured  shall  (1)  submit  to
        examination by the Underwriter and subscribe to the same under oath; and
        (2) produce for the Underwriter's examination all pertinent records; and
        (3)  cooperate  with the  Underwriter  in all matters  pertaining to the
        loss.

    (e) The Insured shall execute all papers and render  assistance to secure to
        the Underwriter the rights and causes of action provided for herein. The
        Insured  shall do nothing  after  discovery  of loss to  prejudice  such
        rights or causes of action.

                       LIMIT OF LIABILITY UNDER THIS BOND
                               AND PRIOR INSURANCE

Section 8. With respect to any loss set forth in sub-section (c) of Section 4 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 canceled 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 such 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.

If the coverage of this bond  supersedes in whole or in part the coverage of any
other  bond  or  policy  of  insurance  issued  by an  Insurer  other  than  the
Underwriter and terminated, canceled or allowed to expire, the Underwriter, with
respect  to any  loss  sustained  prior  to  such  termination,  cancelation  or
expiration and discovered  within the period  permitted under such other bond or
policy for the  discovery  of loss  thereunder,  shall be liable under this bond
only for that  part of such  loss  covered  by this  bond as is in excess of the
amount recoverable or recovered on account of such loss under such other bond or
policy, anything to the contrary in such other bond or policy notwithstanding.

                          OTHER INSURANCE OR INDEMNITY

Section 9. Coverage afforded hereunder shall apply only as excess over any valid
and collectible  insurance or indemnity obtained by the Insured, or by one other
than the Insured on Property  subject to  exclusion  (q) or by a  Transportation
Company,  or by another  entity on whose  premises  the loss  occurred  or which
employed the person  causing the loss or the  messenger  conveying  the Property
involved.

                                    OWNERSHIP

Section 10. This bond shall apply to loss of Property  (1) owned by the Insured,
(2) held by the Insured in any capacity, or (3) for which the Insured is legally
liable.  This bond shall be for the sole use and benefit of the Insured named in
the Declarations.

                                DEDUCTIBLE AMOUNT

Section 11. The  Underwriter  shall be liable  hereunder  only for the amount by
which any  single  loss,  as  defined in  Section  4,  exceeds  the Single  Loss
Deductible  amount for the  Insuring  Agreement or Coverage  applicable  to such
loss, subject to the Aggregate Limit of Liability and the applicable Single Loss
Limit of Liability.

The Insured shall,  in the time and in the manner  prescribed in this bond, give
the  Underwriter  notice  of any loss of the kind  covered  by the terms of this
bond, whether or not the Underwriter is liable therefor, and upon the request of
the  Underwriter  shall file with it a brief  statement  giving the  particulars
concerning such loss.

                           TERMINATION OR CANCELATION

Section 12. This bond  terminates as an entirety  upon  occurrence of any of the
following:--(a)  60 days after the  receipt by the  Insured of a written  notice
from the Underwriter of its desire to cancel this bond, or (b) immediately  upon
the  receipt by the  Underwriter  of a written  notice  from the  Insured of its
desire to cancel  this bond,  or (c)  immediately  upon the  taking  over of the
Insured by a receiver or other liquidator or by State or Federal  officials,  or
(d) immediately upon the taking over of the Insured by another  institution,  or
(e)  immediately  upon  exhaustion of the Aggregate  Limit of Liability,  or (f)
immediately  upon  expiration  of the Bond  Period as set forth in Item 2 of the
Declarations.

This bond  terminates as to any Employee or any partner,  officer or employee of
any  Processor -- (a) as soon as any Insured,  or any director or officer not in
collusion with such person,  learns of any dishonest or fraudulent act committed
by such  person  at any  time,  whether  in the  employment  of the  Insured  or
otherwise,  whether or not of the type covered  under  Insuring  Agreement  (A),
against the Insured or any other person or entity, without prejudice to the loss
of any Property  then in transit in the custody of such  person,  or (b) 15 days
after the receipt by the Insured of a written notice from the Underwriter of its
desire to cancel this bond as to such person.

Termination  of the bond as to any  Insured  terminates  liability  for any loss
sustained by such Insured which is discovered  after the effective  date of such
termination.



IN WITNESS  WHEREOF,  the  Underwriter  has caused this Bond to be signed by its
President and by its Secretary at Baltimore,  Maryland,  and to be countersigned
on the Declarations by a duly authorized representative.

Attest                                  By

       /s/ David A. Bowers              /s/ John J. McCartney
       -------------------              ---------------------
       Secretary                         President





















                                     ZURICH
                                   RIDER-F251

--------------------------------------------------------------------------------

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                             RICO EXCLUSION AMENDED
                             ----------------------


It is agreed that:

1.   If the bond to which  this rider is  attached  is a  Financial  Institution
     Bond,  Standard  Form No. 14, Item (j) of Section 2.  EXCLUSIONS is deleted
     and replaced by the following:

     (j) damages resulting from any civil, criminal or other legal proceeding in
         which the  Insured  is  adjudicated  to have  engaged  in  racketeering
         activity  except  when  the  Insured  establishes  that the act or acts
         giving  rise  to such  damages  were  committed  by an  Employee  under
         circumstances which result directly in a loss to the Insured covered by
         Insuring   Agreement   (A).  For  the   purposes  of  this   exclusion,
         "racketeering  activity"  is defined in 18 United  States  Code 1961 et
         seq., as amended;

2.   If the bond to which  this rider is  attached  is a  Financial  Institution
     Bond,  Standard  Form No. 25, Item (t) of Section 2.  EXCLUSIONS is deleted
     and replaced by the following:

     (t) damages resulting from any civil, criminal or other legal proceeding in
         which the  Insured  is  adjudicated  to have  engaged  in  racketeering
         activity  except  when  the  Insured  establishes  that the act or acts
         giving  rise  to such  damages  were  committed  by an  Employee  under
         circumstances which result directly in a loss to the Insured covered by
         Insuring   Agreement   (A).  For  the   purposes  of  this   exclusion,
         "racketeering  activity"  is defined in 18 United  States  Code 1961 et
         seq., as amended;










                                     ZURICH
                                   RIDER-F253

================================================================================
           This rider forms a part of and is issued by the Underwriter
                           of the bond numbered below.
================================================================================

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                                  MODIFICATIONS


It is agreed that:

1.   Items (1)(d) and (e) of Insuring  Agreement (E)  SECURITIES are deleted and
     replaced by the following:

     (d)  Instruction; or

     (e)  Statement of Uncertificated Security;

2.   Item (w) of Section 2. EXCLUSIONS is deleted.

3.   Item  (o)  of  Section  1.  DEFINITIONS  is  deleted  and  replaced  by the
     following:

          (o) Property  means  Money,  Certificated  Securities,  Uncertificated
     Securities,  Negotiable Instruments,  Certificates of Deposit, documents of
     title,  Acceptances,  Evidences of Debt,  security  agreements,  Withdrawal
     Orders,  certificates  of origin or title,  Letters  of  Credit,  insurance
     policies,  abstracts of title, deeds and mortgages on real estate,  revenue
     and other stamps,  tokens,  unsold state lottery tickets,  books of account
     and other  records  whether  recorded in writing or  electronically,  gems,
     jewelry,  precious  metals of all kinds and in any form, and tangible items
     of personal property which are not hereinbefore enumerated.

4.   Insuring Agreement (F) COUNTERFEIT  CURRENCY is deleted and replaced by the
     following:

                              COUNTERFEIT CURRENCY

     (F)  Loss  resulting  directly  from the  receipt by the  Insured,  in good
          faith, of any Counterfeit Money.

5.   General  Agreement  B.  ADDITIONAL  OFFICES OR  EMPLOYEES -  CONSOLIDATION,
     MERGER  OR  PURCHASE  OF  ASSETS  - NOTICE  is  amended  by  adding a final
     paragraph as follows:

     If the Insured  shall,  while this bond is in force,  consolidate  or merge
     with, or purchase or acquire assets or liabilities of, another institution,
     and if the conditions in the above  paragraph are not  fulfilled,  then the
     Insured  shall have such  coverage as is afforded  under this bond for loss
     which

     (a)  is  incurred or  sustained,  due to any act or acts  committed  by any
          person or persons,  whether or not Employees of the Insured, after the
          effective   date  of  such   consolidation,   merger  or  purchase  or
          acquisition of assets or liabilities, and

     (b)  is discovered  prior to the  expiration of 60 days after the effective
          date of such  consolidation,  merger or  purchase  or  acquisition  of
          assets or liabilities,  or if the bond is terminated or canceled as an
          entirety  prior to the  expiration  of the said 60 days,  prior to the
          termination or cancellation of the bond, and

     (c)  occurs in the  offices or  premises,  or is caused by an  employee  or
          employees  of the  institution  acquired by the Insured as a result of
          such  consolidation,  merger or purchase or  acquisition  of assets or
          liabilities.

6.   The second paragraph of General  Agreement D.  REPRESENTATION OF INSURED is
     deleted and replaced by the following:

     Any  intentional  misrepresentation,  omission,  concealment  or  incorrect
     statement of a material  fact, in the  application  or otherwise,  shall be
     grounds for the rescission of this bond.







7.   Items (a) and (b) of Section 5.  NOTICE/PROOF - LEGAL  PROCEEDINGS  AGAINST
     UNDERWRITER are deleted and replaced by the following:

     (a)  At the  earliest  practicable  moment,  not to exceed  60 days,  after
          discovery of loss,  the Insured shall give the  Underwriter  notice of
          any loss of the kind covered by the terms of this bond, whether or not
          the Underwriter is liable therefor, if

          (1)  the  loss  is of the  type  which  may  be  covered  by  Insuring
               Agreement  (A)  and  is  equal  to or  greater  than  25%  of the
               Deductible Amount applicable to Insuring Agreement (A),

          (2)  the loss is of the  type  which  may be  covered  by an  Insuring
               Agreement  other than  Insuring  Agreement (A) and is equal to or
               greater  than 50% of the  Deductible  Amount  applicable  to such
               Insuring Agreement.

          The Insured shall upon the request of the  Underwriter  file with it a
          brief statement giving the particulars concerning such loss.

     (b)  Within 6 months after discovery of loss as described in (a) above, the
          Insured shall furnish to the Underwriter proof of loss, duly sworn to,
          with full particulars.

8.   The second  paragraph  of Section 11.  DEDUCTIBLE  AMOUNT is deleted in its
     entirety.















                                     ZURICH
                                   RIDER-F258

================================================================================
           This rider forms a part of and is issued by the Underwriter
                           of the bond numbered below.
================================================================================

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                           DIRECTORS EXCLUSION AMENDED
                           ---------------------------


It is agreed that:

Item (d) of Section 2. EXCLUSIONS is deleted and replaced by the following:

     (d)  loss  resulting  directly  or  indirectly  from any 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

          (1)  such  person is also an  Employee  or an elected  official of the
               Insured in some other capacity; or

          (2)  is performing acts coming within the scope of the usual duties of
               an Employee,

          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;













                                     ZURICH
                                   RIDER-F285

================================================================================
           This rider forms a part of and is issued by the Underwriter
                           of the bond numbered below.
================================================================================

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                          KNOWLEDGE OF PRIOR DISHONESTY
                          -----------------------------


It is agreed that:

The attached bond is amended by adding the following to Section 2. EXCLUSIONS:

     This bond does not cover

     loss resulting directly or indirectly from the dishonest or fraudulent acts
     of an Employee if any Insured, or any director or officer of an Insured who
     is not in collusion  with such person,  knows,  or knew at any time, of any
     dishonest or fraudulent  act committed by such person at any time,  whether
     in the  employment of the Insured or otherwise,  whether or not of the type
     covered  under  Insuring  Agreement  (A),  against the Insured or any other
     person or entity and without  regard to whether the  knowledge was obtained
     before or after the commencement of this bond. Provided, however, that this
     exclusion does not apply to loss of any Property  already in transit in the
     custody of such person at the time such  knowledge  was obtained or to loss
     resulting directly from dishonest or fraudulent acts occurring prior to the
     time such knowledge was obtained.













The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                         (GENERAL CANCELLATION CLAUSE)
                                  RIDER-SR5083c

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     The attached  bond is amended by adding to the Section  which  provides for
cancellation of this bond, as an entirety, an additional paragraph as follows:

     No cancellation of this bond, as an entirety,  whether by or at the request
     of the Insured or by the Company or Underwriter, shall take effect prior to
     the  expiration of 60 days after written  notice of such  cancellation  has
     been filed with


       Small Business Administration, W.S., Office of Investment,
       409 Third Street S.W., Suite 6300, Washington, D.C. 20416

     unless an earlier date of such cancellation is approved by said

       Commissioner













The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203
                                 (CANCELLATION)
                                  RIDER-SR5969a

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     The  Underwriter  will  mark its  records  to  indicate  that the  National
Association of Securities  Dealers,  Inc. is to be notified promptly  concerning
the  cancellation or substantial  modification of the attached bond,  whether at
the request of the Insured or the Underwriter,  and will use its best efforts to
so notify said Association but failure to so notify said  Association  shall not
impair or delay the effectiveness of any such cancellation or modification.













The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                    (SEC-JOINT INSURED CANCELLATION CLAUSE)
                                  RIDER-SR5971a

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     1. The attached bond shall not be canceled or modified except after written
notice shall have been given by the acting party to the affected  party,  and by
the  Underwriter  to all registered  management  investment  companies  named as
Insureds and to the Securities and Exchange  Commission,  Washington,  D.C., not
less  than  sixty  days  prior to the  effective  date of such  cancellation  or
modification.

     2. The  Underwriter  shall furnish each  registered  management  investment
company  named as an  Insured  with  (a) a copy of the  bond  and any  amendment
thereto,  promptly after the execution thereof, (b) a copy of each formal filing
of a claim  under the bond by any other named  Insured  promptly  after  receipt
thereof,  and (c) notification of the terms of the settlement of each such claim
prior to the execution of the settlement.






















The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                       (DELETE DATA PROCESSING COVERAGE)
                                  RIDER-SR6100e

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0000609 10

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     The attached bond is amended:

          (a)  by deleting the numbered paragraph beginning

                    "each natural person,  partnership or corporation authorized
                    by the Insured to perform services as Data Processor..."

               from the definition of "Employee" in Section 1.;

          (b)  by deleting the  following  from the second  paragraph of Section
               12.:

                    "or any partner, officer or employee of any Processor"
























The                                                          Home Office
F&D                                                          P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                           FINANCIAL INSTITUTION BOND
                 Standard Form No. 14, Revised to October, 1987


FIDELITY AND DEPOSIT COMPANY OF MARYLAND

(stock insurance companies herein called Underwriter)

DECLARATIONS                                             Bond No. FIB 0006216 03

Item 1. Name of Insured (herein called Insured):
        Capital Southwest Venture Corporation
        Capital Southwest Management Corporation

        Principal Address:

        12900 Preston Road, Suite 700
        Dallas, TX  75230

Item 2. Bond Period: from 12:01 a.m. 7-01-07 to 12:01 a.m. 7-01-08 standard time
        at the Principal Address shown in Item 1 above.

Item 3. The Aggregate  Liability of the Underwriter during the Bond Period shall
        be $750,000

Item 4. Subject to Sections 4. and 11. hereof
        the Single Loss Limit of Liability is $750,000

        and the Single Loss Deductible is  $0

        Provided,  however,  that if any amounts  are  inserted  below  opposite
        specified  Insuring  Agreements  or  Coverage,  those  amounts  shall be
        controlling.  Any  amount  set forth  below  shall be part of and not in
        addition  to amounts  set forth  above.  (If an  Insuring  Agreement  or
        Coverage is to be deleted, insert "Not Covered.")

        Amount applicable to:                             Single Loss Limit of   Single Loss
                                                                Liability         Deductible
                                                                           
        Insuring Agreement (D)--FORGERY OR ALTERATION     $            750,000   $          0
        Insuring Agreement (E)--SECURITIES                $            750,000   $          0
        Coverage on Partners                                       NOT COVERED    NOT COVERED
        Optional Insuring Agreements and Coverages:


        If "Not  Covered" is inserted  above  opposite  any  specified  Insuring
        Agreement or Coverage, such Insuring Agreement or Coverage and any other
        reference thereto in this bond shall be deemed to be deleted therefrom.

Item 5. The  liability  of  the  Underwriter  is  subject  to the  terms  of the
        following riders attached hereto:

        F251, F253, F258, F285, SR5083c, SR5969a, SR5971a, SR6100e

Item 6. The  Insured  by  the  acceptance  of  this  bond  gives  notice  to the
        Underwriter terminating or canceling prior bond(s) or policy(ies) No.(s)
        FIB 0006216-02  such  termination or  cancellation to be effective as of
        the time this bond becomes effective.








     The Underwriter,  in  consideration  of an agreed premium,  and in reliance
upon all statements  made and  information  furnished to the  Underwriter by the
Insured in applying  for this bond,  and subject to the  Declarations,  Insuring
Agreements,  General  Agreements,  Conditions  and  Limitations  and other terms
hereof, agrees to indemnify the Insured for:

                               INSURING AGREEMENTS

                                    FIDELITY

(A) Loss resulting  directly from  dishonest or fraudulent  acts committed by an
    Employee acting alone or in collusion with others.

    Such dishonest or fraudulent acts must be committed by the Employee with the
    manifest intent:

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

        (b) to obtain  financial  benefit for the Employee  and which,  in fact,
            result in obtaining such benefit.

    As used in this Insuring  Agreement,  financial benefit does not include any
    employee  benefits  earned in the normal  course of  employment,  including:
    salaries,  commissions, fees, bonuses, promotions, awards, profit sharing or
    pensions.

                                   ON PREMISES

(B) (1) Loss of Property resulting directly from

        (a) robbery,    burglary,    misplacement,    mysterious   unexplainable
            disappearance and damage thereto or destruction thereof, or

        (b) theft, false pretenses,  common-law or statutory larceny,  committed
            by a person  present in an office or on the premises of the Insured,

        while the  Property is lodged or  deposited  within  offices or premises
        anywhere.

    (2) Loss of or damage to

        (a) furnishings, fixtures, supplies or equipment within an office of the
            Insured  covered under this bond resulting  directly from larceny or
            theft in, or by  burglary or robbery  of,  such  office,  or attempt
            thereat, or by vandalism or malicious mischief, or

        (b) such office  resulting  from  larceny or theft in, or by burglary or
            robbery of such  office or attempt  thereat,  or to the  interior of
            such office by vandalism or malicious mischief,

        provided that

            (i)  the  Insured  is  the  owner  of  such  furnishings,  fixtures,
                 supplies,  equipment,  or office or is liable  for such loss or
                 damage, and

            (ii) the loss is not caused by fire.

                                   IN TRANSIT

(C) Loss of Property  resulting  directly from robbery,  common-law or statutory
    larceny, theft, misplacement,  mysterious unexplainable disappearance, being
    lost or made away with, and damage thereto or destruction thereof, while the
    Property is in transit anywhere in the custody of

        (a) a natural  person  acting as a messenger  of the Insured (or another
            natural person acting as messenger or custodian  during an emergency
            arising from the incapacity of the original messenger), or

        (b) a Transportation  Company and being  transported in an armored motor
            vehicle, or

        (c) a Transportation Company and being transported in a conveyance other
            than  an  armored  motor  vehicle  provided  that  covered  Property
            transported in such manner is limited to the following:

            (i)   records, whether recorded in writing or electronically, and

            (ii)  Certificated  Securities  issued  in  registered  form and not
                  endorsed, or with restrictive endorsements, and




            (iii) Negotiable Instruments not payable to bearer, or not endorsed,
                  or with restrictive endorsements.

    Coverage under this Insuring  Agreement begins  immediately upon the receipt
    of such Property by the natural  person or  Transportation  Company and ends
    immediately upon delivery to the designated recipient or its agent.

                              FORGERY OR ALTERATION

(D) Loss resulting directly from

    (1) Forgery or alteration of, on, or in any Negotiable  Instruments  (except
        an  Evidence of Debt),  Acceptance,  Withdrawal  Order,  receipt for the
        withdrawal of Property, Certificate of Deposit or Letter of Credit,

    (2) transferring, paying or delivering any funds or Property or establishing
        any credit or giving any value on the faith of any written  instructions
        or advices directed to the Insured and authorizing or acknowledging  the
        transfer,  payment,  delivery  or  receipt of funds or  Property,  which
        instructions  or advices  purport to have been signed or endorsed by any
        customer  of the  Insured  or by any  financial  institution  but  which
        instructions  or advices  either bear a signature  which is a Forgery or
        have been altered  without the knowledge and consent of such customer or
        financial institution.

    A  mechanically  reproduced  facsimile  signature  is treated  the same as a
    handwritten signature.

                                   SECURITIES

(E) Loss resulting  directly from the Insured having, in good faith, for its own
    account or for the account of others,

    (1) acquired,  sold or delivered, or given value, extended credit or assumed
        liability, on the faith of, any original

        (a) Certificated Security,

        (b) deed,  mortgage or other instrument  conveying title to, or creating
            or discharging a lien upon, real property,

        (c) Evidence of Debt,

        (d) Instruction to a Federal Reserve Bank of the United States, or

        (e) Statement of Uncertificated  Security of any Federal Reserve Bank of
            the United States

        which

            (i)   bears a  signature  of any maker,  drawer,  issuer,  endorser,
                  assignor, lessee, transfer agent, registrar, acceptor, surety,
                  guarantor,  or of any  person  signing  in any other  capacity
                  which is a Forgery, or

            (ii)  is altered, or

            (iii) is lost or stolen;

    (2) guaranteed  in writing or witnessed  any  signature  upon any  transfer,
        assignment,  bill of sale,  power of attorney,  Guarantee,  or any items
        listed in (a) through (c) above;

    (3) acquired,  sold or delivered,  or given value, extended creditor assumed
        liability, on the faith of any item listed in (a) and (b) above which is
        a Counterfeit.

    A  mechanically  reproduced  facsimile  signature  is treated  the same as a
    handwritten signature.

                              COUNTERFEIT CURRENCY

(F) Loss resulting  directly from the receipt by the Insured,  in good faith, of
    any  Counterfeit  Money of the United  States of  America,  Canada or of any
    other country in which the Insured maintains a branch office.



                               GENERAL AGREEMENTS

                                    NOMINEES

A.  Loss  sustained  by any nominee  organized by the Insured for the purpose of
    handling certain of its business  transactions  and composed  exclusively of
    its  Employees  shall,  for all the purposes of this bond and whether or not
    any partner of such nominee is implicated in such loss, be deemed to be loss
    sustained by the Insured.

                ADDITIONAL OFFICES OR EMPLOYEES -- CONSOLIDATION,
                     MERGER OR PURCHASE OF ASSETS -- NOTICE

B.  If the Insured shall, while this bond is in force,  establish any additional
    offices,  other  than by  consolidation  or  merger  with,  or  purchase  or
    acquisition of assets or liabilities of, another  institution,  such offices
    shall be automatically covered hereunder from the date of such establishment
    without  the  requirement  of notice to the  Underwriter  or the  payment of
    additional premium for the remainder of the premium period.

    If the  Insured  shall,  while this bond is in force,  consolidate  or merge
    with, or purchase or acquire assets or liabilities of, another  institution,
    the Insured shall not have such coverage as is afforded  under this bond for
    loss which

        (a) has occurred or will occur in offices or premises, or

        (b) has been  caused or will be caused by an employee  or  employees  of
            such institution, or

        (c) has arisen or will arise out of the assets or  liabilities  acquired
            by the Insured as a result of such consolidation, merger or purchase
            or acquisition of assets or liabilities unless the Insured shall

            (i)   give  the   Underwriter   written   notice  of  the   proposed
                  consolidation,  merger or purchase or acquisition of assets or
                  liabilities  prior  to the  proposed  effective  date  of such
                  action and

            (ii)  obtain the written  consent of the  Underwriter  to extend the
                  coverage  provided by this bond to such additional  offices or
                  premises, Employees and other exposures, and

            (iii) upon  obtaining  such  consent,  pay  to  the  Underwriter  an
                  additional premium.

                           CHANGE OF CONTROL -- NOTICE

C.  When the Insured learns of a change in control, it shall give written notice
    to the Underwriter.



    As used in this General Agreement,  control means the power to determine the
    management  or policy of a  controlling  holding  company or the  Insured by
    virtue of  voting-stock  ownership.  A change in ownership  of  voting-stock
    which  results  in direct  or  indirect  ownership  by a  stockholder  or an
    affiliated  group of stockholders of ten percent (10%) or more of such stock
    shall be  presumed  to result in a change of control  for the purpose of the
    required notice.

    Failure to give the required  notice shall result in termination of coverage
    for any loss involving a transferee,  to be effective upon the date of stock
    transfer.

                            REPRESENTATION OF INSURED

D.  The Insured represents that the information furnished in the application for
    this bond is complete,  true and correct. Such application  constitutes part
    of this bond.

    Any  misrepresentation,  omission,  concealment or incorrect  statement of a
    material  fact, in the  application  or otherwise,  shall be grounds for the
    rescission of this bond.

                                  JOINT INSURED

E.  If two or more Insureds are covered under this bond, the first named Insured
    shall act for all Insureds.  Payment by the  Underwriter  to the first named
    Insured of loss sustained by any Insured shall fully release the Underwriter
    on account of such loss.  If the first  named  Insured  ceases to be covered
    under this bond,  the Insured next named shall  thereafter  be considered as
    the first  named  Insured.  Knowledge  possessed  or  discovery  made by any
    Insured  shall  constitute  knowledge  or  discovery by all Insureds for all
    purposes of this bond. The liability of the  Underwriter  for loss or losses
    sustained  by all  Insureds  shall  not  exceed  the  amount  for  which the
    Underwriter  would  have  been  liable  had all  such  loss or  losses  been
    sustained by one Insured.


                           NOTICE OF LEGAL PROCEEDINGS
                      AGAINST INSURED -- ELECTION TO DEFEND

F.  The Insured shall notify the Underwriter at the earliest practicable moment,
    not to exceed 30 days after notice thereof,  of any legal proceeding brought
    to determine the Insured's  liability for any loss, claim or damage,  which,
    if  established,  would  constitute  a  collectible  loss  under  this bond.
    Concurrently,  the  Insured  shall  furnish  copies  of  all  pleadings  and
    pertinent papers to the Underwriter.

    The  Underwriter,  at its sole  option,  may elect to conduct the defense of
    such legal  proceeding,  in whole or in part. The defense by the Underwriter
    shall  be  in  the  Insured's  name  through   attorneys   selected  by  the
    Underwriter.  The Insured  shall  provide  all  reasonable  information  and
    assistance required by the Underwriter for such defense.

    If the  Underwriter  elects to defend the Insured,  in whole or in part, any
    judgment  against the Insured on those  counts or causes of action which the
    Underwriter defended on behalf of the Insured or any settlement in which the
    Underwriter  participates  and  all  attorneys'  fees,  costs  and  expenses
    incurred by the Underwriter in the defense of the litigation shall be a loss
    covered by this bond.

    If the Insured  does not give the  notices  required  in  subsection  (a) of
    Section 5 of this bond and in the first paragraph of this General Agreement,
    or if the Underwriter  elects not to defend any causes of action,  neither a
    judgment  against the Insured,  nor a settlement of any legal  proceeding by
    the Insured,  shall  determine the  existence,  extent or amount of coverage
    under this bond for loss sustained by the Insured, and the Underwriter shall
    not be liable for any attorneys'  fees,  costs and expenses  incurred by the
    Insured.

    With respect to this General Agreement, subsections (b) and (d) of Section 5
    of this bond apply upon the entry of such judgment or the occurrence of such
    settlement instead of upon discovery of loss. In addition,  the Insured must
    notify the Underwriter within 30 days after such judgment is entered against
    it or after the  Insured  settles  such legal  proceeding,  and,  subject to
    subsection (e) of Section 5, the Insured may not bring legal proceedings for
    the recovery of such loss after the expiration of 24 months from the date of
    such final judgment or settlement.



                           CONDITIONS AND LIMITATIONS

                                   DEFINITIONS

Section 1. As used in this bond:

    (a) Acceptance  means a draft  which the drawee has,  by  signature  written
        thereon, engaged to honor as presented.

    (b) Certificate of Deposit means an acknowledgment in writing by a financial
        institution of receipt of Money with an engagement to repay it.

    (c) Certificated Security means a share,  participation or other interest in
        property  of or an  enterprise  of the  issuer or an  obligation  of the
        issuer, which is:

        (1) represented by an instrument issued in bearer or registered form;

        (2) of a type commonly  dealt in on securities ex- changes or markets or
            commonly recognized in any area in which it is issued or dealt in as
            a medium for investment; and


        (3) either  one of a class or series or by its  terms  divisible  into a
            class or series of shares, participations, interests or obligations.

    (d) Counterfeit  means an  imitation  which is intended to deceive and to be
        taken as the original.

    (e) Employee means


        (1) a  natural  person  in  the  service  of the  Insured  at any of the
            Insured's  offices or premises  covered  hereunder  whom the Insured
            compensates  directly by salary or  commission  and whom the Insured
            has the right to direct and control  while  performing  services for
            the Insured;


        (2) an attorney retained by the Insured and an employee of such attorney
            while either is per- forming legal services for the Insured


        (3) a person  provided by an employment  contractor to perform  employee
            duties for the Insured under the Insured's supervision at any of the
            Insured's offices or premises covered hereunder; and a guest student
            pursuing studies or duties in any of said offices or premises;


        (4) an  employee  of an  institution  merged  or  consolidated  with the
            Insured prior to the effective date of this bond;

        (5) each natural  person,  partnership or corporation  authorized by the
            Insured to perform  services  as data  processor  of checks or other
            accounting  records of the Insured  (not  including  preparation  or
            modification  of  computer  software  or  programs),  herein  called
            Processor.  (Each such  Processor,  and the  partners,  officers and
            employees of such Processor shall, collectively, be deemed to be one
            Employee for all the purposes of this bond, excepting,  however, the
            second  paragraph of Section 12. A Federal  Reserve Bank or clearing
            house shall not be construed to be a processor.) and


        (6) a Partner of the Insured,  unless not covered as stated in Item 4 of
            the Declarations.


    (f) Evidence of Debt means an instrument, including a Negotiable Instrument,
        executed by a customer  of the Insured and held by the Insured  which in
        the regular  course of business is treated as evidencing  the customer's
        debt to the Insured.



    (g) Financial  Interest in the Insured of the Insured's general  partner(s),
        or limited partner(s),  committing  dishonest or fraudulent acts covered
        by this bond or concerned or implicated therein means:

        (1) as  respects  general  partners  the value of all  right,  title and
            interest of such general  partner(s),  determined as of the close of
            business on the date of discovery  of loss covered by this bond,  in
            the aggregate of:


            (a) the "net worth" of the  Insured,  which for the purposes of this
                bond,  shall be deemed to be the excess of its total assets over
                its total liabilities, without adjustment to give effect to loss
                covered by this bond,  (except that credit balances and equities
                in  proprietary  accounts of the  Insured,  which shall  include
                capital accounts of partners, investment and trading accounts of
                the Insured,  participations  of the Insured in joint  accounts,
                and  accounts  of  partners  which  are  covered  by  agreements
                providing for the inclusion of equities  therein as  partnership
                property,   shall  not  be  considered  as   liabilities)   with
                securities, spot commodities, commodity future contracts in such
                proprietary  accounts and all other  assets  marked to market or
                fair value and with  adjustment  for  profits  and losses at the
                market of contractual  commitments for such proprietary accounts
                of the Insured; and


            (b) the value of all other Money,  securities and property belonging
                to such general partner(s),  or in which such general partner(s)
                have a  pecuniary  interest,  held by or in the  custody  of and
                legally available to the Insured as set-off against loss covered
                by this bond;

                provided,  however,  that if such "net  worth"  adjusted to give
                effect to loss  covered by this bond and such value of all other
                Money,  securities  and  property  as  set  forth  in  (g)(1)(b)
                preceding,  plus the amount of coverage afforded by this bond on
                account of such loss, is not  sufficient to allow the Insured to
                meet its obligations,  including its obligations to its partners
                other  than to  such  general  partner(s),  then  the  Financial
                Interest  in the  Insured,  as above  defined,  of such  general
                partner(s)  shall  be  reduced  in  an  amount   necessary,   or
                eliminated  if need be,  in order to  enable  the  Insured  upon
                payment of loss under this bond to meet such obligations, to the
                extent  that such  payment  will enable the Insured to meet such
                obligations,  without  any  benefit  accruing  to  such  general
                partner(s) from such payment; and

        (2) as  respects  such  limited  partners  the  value  of  such  limited
            partner's(') investment in the Insured.

    (h) Forgery means the signing of the name of another person or  organization
        with intent to deceive;  it does not mean a signature  which consists in
        whole or in part of one's own name signed with or without authority,  in
        any capacity, for any purpose.

    (i) Guarantee means a written  undertaking  obligating the signer to pay the
        debt  of  another  to the  Insured  or its  assignee  or to a  financial
        institution  from which the Insured has purchased  participation  in the
        debt, if the debt is not paid in accordance with its terms.

    (j) Instruction  means a written  order to the  issuer of an  Uncertificated
        Security requesting that the transfer,  pledge or release from pledge of
        the Uncertificated Security specified be registered.



    (k) Letter of  Credit  means an  engagement  in  writing  by a bank or other
        person made at the request of a customer  that the bank or other  person
        will honor drafts or other demands for payment upon  compliance with the
        conditions specified in the Letter of Credit.

    (l) Money means a medium of exchange in current use authorized or adopted by
        a domestic or foreign government as a part of its currency.

    (m) Negotiable Instrument means any writing

        (1) signed by the maker or drawer; and

        (2) containing any  unconditional  promise or order to pay a sum certain
            in Money and no other promise,  order,  obligation or power given by
            the maker or drawer; and

        (3) is payable on demand or at a definite time; and

        (4) is payable to order or bearer.

    (n) Partner means a natural person who

        (1) is a general partner of the Insured, or

        (2) is a limited partner and an Employee (as defined in Section 1 (e)(1)
            of the bond) of the Insured.

    (o) Property means Money, Certificated Securities, Uncertificated Securities
        of  any  Federal   Reserve  Bank  of  the  United   States,   Negotiable
        Instruments,  Certificates of Deposit,  documents of title, Acceptances,
        Evidences of Debt, security agreements,  Withdrawal Orders, certificates
        of origin or title, Letters of Credit, insurance policies,  abstracts of
        title,  deeds and  mortgages on real estate,  revenue and other  stamps,
        tokens, unsold state lottery tickets, books of account and other records
        whether recorded in writing or electronically,  gems, jewelry,  precious
        metals  of all kinds and in any form,  and  tangible  items of  personal
        property which are not hereinbefore enumerated.

    (p) Statement of  Uncertificated  Security means a written  statement of the
        issuer of an Uncertificated Security containing:

        (1) a description of the Issue of which the Uncertificated Security is a
            part;

        (2) the number of shares or units:

            (a) transferred to the registered owner;

            (b) pledged by the registered owner to the registered pledgee;

            (c) released from pledge by the registered pledgee;

            (d) registered  in the name of the  registered  owner on the date of
                the statement; or

            (e) subject to pledge on the date of the statement.

        (3) the name and address of the registered owner and registered pledgee;

        (4) a  notation  of any liens and  restrictions  of the  issuer  and any
            adverse  claims to which the  Uncertificated  Security  is or may be
            subject  or  a  statement  that  there  are  none  of  those  liens,
            restrictions or adverse claims; and



        (5) the date:

            (a) the transfer of the shares or units to the new registered  owner
                of the shares or units was registered;

            (b) the pledge of the registered pledgee was registered; or

            (c) of the statement, if it is a periodic or annual statement

    (q) Transportation  Company means any organization which provides its own or
        leased vehicles for  transportation or which provides freight forwarding
        or air express services.

    (r) Uncertificated  Security means a share,  participation or other interest
        in property of or an  enterprise  of the issuer or an  obligation of the
        issuer, which is:

        (1) not  represented  by an  instrument  and the  transfer  of  which is
            registered upon books maintained for that purpose by or on behalf of
            the issuer;

        (2) of a type commonly  dealt in on  securities  ex- changes or markets;
            and

        (3) either  one of a class or series or by its  terms  divisible  into a
            class or series of shares, participations, interests or obligations.

    (s) Withdrawal  Order  means  a  non-negotiable  instrument,  other  than an
        Instruction, signed by a customer of the Insured authorizing the Insured
        to debit the customer's account in the amount of funds stated therein.

                                   EXCLUSIONS

Section 2.  This bond does not cover:

    (a)loss resulting directly or indirectly from forgery or alteration, except
        when covered under Insuring Agreements (A), (D) or (E);

    (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  (C),  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 initiating such transit;

    (c) loss  resulting  directly  or  indirectly  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 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  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  directly  or  indirectly  from the  complete or partial
        non-payment  of, or default  upon,  any loan  transaction  involving the
        Insured as a lender or borrower,  or extension of credit,  including the
        purchase, discounting or other acquisition of false or genuine accounts,
        invoices,  notes,  agreements  or Evidences of Debt,  whether such loan,
        transaction  or extension  was procured in good faith or through  trick,
        artifice,  fraud or false pretenses;  except when covered under Insuring
        Agreements (A), (D) or (E);



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

        (1) of law regulating (i) the issuance,  purchase or sale of securities,
            (ii)  securities  transactions  upon security  exchanges or over the
            counter  market,  (iii)  investment  companies,  or (iv)  investment
            advisers, or

        (2) of any rule or regulation  made pursuant to any such law,  unless it
            is  established by the Insured that the act or acts which caused the
            said loss involved  fraudulent or dishonest conduct which would have
            caused a loss to the  Insured in a similar  amount in the absence of
            such laws, rules or regulations;

    (g) loss resulting directly or indirectly from the failure of a financial or
        depository  institution,  or  its  receiver  or  liquidator,  to  pay or
        deliver, on demand of the Insured, funds or Property of the Insured held
        by it in any capacity, except when covered under Insuring Agreements (A)
        or (B)(1)(a);

    (h) loss caused by an Employee, except when covered under Insuring Agreement
        (A) or when covered  under  Insuring  Agreement (B) or (C) and resulting
        directly from misplacement,  mysterious  unexplainable  disappearance or
        destruction of or damage to Property;

    (i) loss resulting  directly or indirectly from transactions in a customer's
        account,  whether  authorized  or  unauthorized,   except  the  unlawful
        withdrawal  or  conversion  of  Money,  securities  or  precious  metals
        directly from a customer's account by an Employee provided such unlawful
        withdrawal or conversion is covered under Insuring Agreement (A);

    (j) damages resulting from any civil,  criminal or other legal proceeding in
        which the Insured is alleged to have  engaged in  racketeering  activity
        except when the Insured  establishes that the act or acts giving rise to
        such damages were  committed by an Employee  under  circumstances  which
        result directly in a loss to the Insured  covered by Insuring  Agreement
        (A).  For the  purposes of this  exclusion,  "racketeering  activity" is
        defined in 18 United States Code 1961 et seq., as amended;

    (k) loss resulting  directly or indirectly  from the use or purported use of
        credit,  debit,  charge,  access,  convenience,   identification,   cash
        management or other cards;

        (1) in obtaining credit or funds, or

        (2) in gaining access to automated  mechanical  devices which, on behalf
            of the Insured, disburse Money, accept deposits, cash checks, drafts
            or similar written instruments or make credit card loans, or


        (3) in  gaining  access  to point  of sale  terminals,  customer  - bank
            communication   terminals,   or  similar  electronic   terminals  of
            electronic funds transfer systems,

        whether  such cards  were  issued,  or  purported  to be issued,  by the
        Insured or by anyone other than the Insured,  except when covered  under
        Insuring Agreement (A);

    (l) loss involving  automated  mechanical  devises  which,  on behalf of the
        Insured, disburse Money, accept deposits, cash checks, drafts or similar
        written instruments or make credit card loans, except when covered under
        Insuring Agreement (A);

    (m) 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);

    (n) loss resulting  directly or indirectly from payments made or withdrawals
        from a depositor's or customer's account involving  erroneous credits to
        such  account,  unless  such  payments  or  withdrawals  are  physically
        received  by  such  depositor  or  customer  or  representative  of such
        depositor  or  customer  who is within the office of the  Insured at the
        time of such  payment  or  withdrawal,  or  except  when  covered  under
        Insuring Agreement (A);

    (o) loss  involving  items of  deposit  which are not  finally  paid for any
        reason,  including but not limited to Forgery or any other fraud, except
        when covered under Insuring Agreement (A);

    (p) loss resulting directly or indirectly from  counterfeiting,  except when
        covered under Insuring Agreements (A), (E) or (F);

    (q) loss of any tangible item of personal property which is not specifically
        enumerated  in the  paragraph  defining  Property  if such  property  is
        specifically  insured by other  insurance  of any kind and in any amount
        obtained  by the  Insured,  and in any  event,  loss  of  such  property
        occurring  more than 60 days after the Insured takes  possession of such
        property, except when covered under Insuring Agreements (A) or (B)(2);

    (r) loss of Property while

        (1) in the mail, or

        (2) in the custody of any Transportation  Company,  unless covered under
            Insuring Agreement (C)

        except when covered under Insuring Agreement (A);

    (s) potential  income,  including but not limited to interest and dividends,
        not realized by the Insured or by any customer of the Insured;

    (t) damages  of any type for which the  insured is  legally  liable,  except
        compensatory damages, but not multiples thereof, arising directly from a
        loss covered under this bond;

    (u) all fess, costs and expenses incurred by the Insured

        (1) in  establishing  the  existence of or amount of loss covered  under
            this bond; or

        (2) as a  party  to any  legal  proceeding  whether  or not  such  legal
            proceeding  exposes  the Insured to loss  covered by this bond;

    (v) indirect or consequential loss of any nature;

    (w) loss  involving any  Uncertificated  Security  except an  Uncertificated
        Security  of any  Federal  Reserve  Bank of the  United  States  or when
        covered under Insuring Agreement (A);

    (x) loss resulting  directly or indirectly  from any dishonest or fraudulent
        act  or  acts  committed  by  any  non-Employee  who  is  a  securities,
        commodities,  money,  mortgage,  real estate, loan, insurance,  property
        management,  investment banking broker, agent or other representative of
        the same general character;

    (y) loss caused  directly or indirectly  by a Partner of the Insured  unless
        the amount of such loss exceeds the Financial Interest in the Insured of
        such Partner and the Deductible amount applicable to this bond, and then
        for the excess only;

    (z) loss  resulting  directly  or  indirectly  from any  actual  or  alleged



        representation,  advise,  warranty or guarantee as to the performance of
        any investments;

   (aa) loss due to  liability  imposed  upon  the  Insured  as a result  of the
        unlawful disclosure of non-public material information by the Insured or
        any  Employee,  or  as  a  result  of  any  Employee  acting  upon  such
        information, whether authorized or unauthorized.

                                    DISCOVERY

Section 3. This bond applies to loss  discovered by the Insured  during the Bond
Period.  Discovery  occurs when the Insured  first  becomes aware of facts which
would cause a reasonable  person to assume that a loss of a type covered by this
bond has been or will be incurred, regardless of when the act or acts causing or
contributing  to such loss occurred,  even though the exact amount or details of
loss may not then be known.

Discovery also occurs when the Insured receives notice of an actual or potential
claim in which it is alleged  that the  Insured is liable to a third party under
circumstances which, if true, would constitute a loss under this bond.

                               LIMIT OF LIABILITY

Section 4.

                          Aggregate Limit of Liability

The  Underwriter's  total  liability for all losses  discovered  during the Bond
Period shown in Item 2 of the Declarations  shall not exceed the Aggregate Limit
of  Liability  shown  in Item 3 of the  Declarations.  The  Aggregate  Limit  of
Liability  shall be reduced by the amount of any payment made under the terms of
this bond.

Upon exhaustion of the Aggregate Limit of Liability by such payments:

    (a) The  Underwriter  shall  have no  further  liability  for loss or losses
        regardless of when discovered and whether or not previously  reported to
        the Underwriter, and

    (b) The Underwriter  shall have no obligation  under General  Agreement F to
        continue the defense of the Insured,  and upon notice by the Underwriter
        to the Insured that the Aggregate Limit of Liability has been exhausted,
        the Insured shall assume all  responsibility  for its defense at its own
        cost.

The  Aggregate  Limit of Liabi lity shall not be increased or  reinstated by any
recovery made and applied in  accordance  with  subsections  (a), (b) and (c) of
Section 7. In the event that a loss of  Property  is settled by the  Underwriter
through  the use of a lost  instrument  bond,  such loss  shall not  reduce  the
Aggregate Limit of Liability.

                         Single Loss Limit of Liability

Subject to the Aggregate  Limit of Liability,  the  Underwriter's  liability for
each Single Loss shall not exceed the applicable  Single Loss Limit of Liability
shown in Item 4 of the Declarations. If a Single Loss is covered under more than
one Insuring  Agreement or Coverage,  the maximum  payable  shall not exceed the
largest applicable Single Loss Limit of Liability.

                               Single Loss Defined

Single Loss means all covered loss,  including  court costs and attorneys'  fees
incurred by the Underwriter under General Agreement F, resulting from

    (a) any one act or series of related  acts of  burglary,  robbery or attempt
        thereat, in which no Employee is implicated, or

    (b) any one act or series of  related  unintentional  or  negligent  acts or
        omissions  on the  part  of any  person  (whether  an  Employee  or not)
        resulting in damage to or destruction or misplacement of Property, or



    (c) all  acts  or  omissions  other  than  those  specified  in (a)  and (b)
        preceding, caused by any person (whether an Employee or not) or in which
        such person is implicated, or

    (d) any one casualty or event not specified in (a), (b) or (c) preceding.

                       NOTICE/PROOF -- LEGAL PROCEEDINGS
                               AGAINST UNDERWRITER
Section 5.

    (a) At the  earliest  practicable  moment,  not to  exceed  30  days,  after
        discovery  of  loss,  the  Insured  shall  give the  Underwriter  notice
        thereof.

    (b) Within 6 months after such  discovery,  the Insured shall furnish to the
        Underwriter proof of loss, duly sworn to, with full particulars.

    (c) Lost  Certificated  Securities  listed  in a  proof  of  loss  shall  be
        identified by certificate or bond numbers if such securities were issued
        therewith.

    (d) Legal  proceedings  for the recovery of any loss hereunder  shall not be
        brought prior to the  expiration of 60 days after the original  proof of
        loss is filed with the  Underwriter or after the expiration of 24 months
        from the discovery of such loss.

    (e) 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 equal the minimum  period of limitation  provided by
        such law.

    (f) This bond affords coverage only in favor of the Insured. No suit, action
        or legal  proceedings  shall be brought  hereunder by any one other than
        the named Insured.

                                    VALUATION

Section 6. Any loss of Money,  or loss payable in Money,  shall be paid,  at the
option  of the  Insured,  in the  Money of the  country  in  which  the loss was
sustained  or  in  the  United  States  of  America  dollar  equivalent  thereof
determined at the rate of exchange at the time of payment of such loss.

                                   Securities

The Underwriter shall settle in kind its liability under this bond on account of
a loss of any  securities  or, at the  option of the  Insured,  shall pay to the
Insured the cost of replacing  such  securities,  determined by the market value
thereof at the time of such settlement. However, if prior to such settlement the
Insured shall be compelled by the demands of a third party or by market rules to
purchase equivalent  securities,  and gives written  notification of this to the
Underwriter,  the cost  incurred by the  Insured  shall be taken as the value of
those  securities.  In case of a loss of subscription,  conversion or redemption
privileges  through the  misplacement or loss of securities,  the amount of such
loss shall be the value of such privileges  immediately preceding the expiration
thereof.  If such securities  cannot be replaced or have no quoted market value,
or if such  privileges  have no  quoted  market  value,  their  value  shall  be
determined by agreement or arbitration.

If the applicable coverage of this bond is subject to a Deductible Amount and/or
is not  sufficient  in amount to  indemnify  the Insured in full for the loss of
securities for which claim is made  hereunder,  the liability of the Underwriter
under this bond is limited to the payment for, or the duplication of, so much of
such securities as has a value equal to the amount of such applicable coverage.

                       Books of Account and Other Records

In case of loss of, or damage to, any books of account or other  records used by
the Insured in 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 the 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.



                Property other than Money, Securities or Records

In case of loss of, or damage to, any  Property  other than  Money,  securities,
books of account or other records,  or damage  covered under Insuring  Agreement
(B)(2),  the Underwriter shall not be liable for more than the actual cash value
of such  Property,  or of items covered under  Insuring  Agreement  (B)(2).  The
Underwriter  may,  at its  election,  pay the actual  cash value of,  replace or
repair such property. Disagreement between the Underwriter and the Insured as to
the cash value or as to the adequacy of repair or replacement  shall be resolved
by arbitration.

                                     Set-Off

Any loss covered under this bond shall be reduced by a set-off consisting of any
amount  owed to the  Employee  causing  the loss if such loss is  covered  under
Insuring Agreement (A).

                ASSIGNMENT - SUBROGATION - RECOVERY - COOPERATION

Section 7.

    (a) In the event of payment under this bond, the Insured shall  deliver,  if
        so requested by the Underwriter,  an assignment of such of the Insured's
        rights,  title and  interest  and causes of action as it has against any
        person or entity to the extent of the loss payment.

    (b) In the event of  payment  under  this  bond,  the  Underwriter  shall be
        subrogated to all of the Insured's  rights of recovery  therefor against
        any person or entity to the extent of such payment.

    (c) Recoveries, whether effected by the Underwriter or by the Insured, shall
        be applied net of the expense of such recovery first to the satisfaction
        of the Insured's  loss which would  otherwise have been paid but for the
        fact that it is in excess of either  the  Single or  Aggregate  Limit of
        Liability, secondly, to the Underwriter as reimbursement of amounts paid
        in  settlement of the Insured's  claim,  and thirdly,  to the Insured in
        satisfaction  of any Deductible  Amount.  Recovery on account of loss of
        securities as set forth in the second paragraph of Section 6 or recovery
        from reinsurance and/or indemnity of the Underwriter shall not be deemed
        a recovery as used herein.

    (d) Upon the  Underwriter's  request  and at  reasonable  times  and  places
        designated  by  the   Underwriter   the  Insured  shall  (1)  submit  to
        examination by the Underwriter and subscribe to the same under oath; and
        (2) produce for the Underwriter's examination all pertinent records; and
        (3)  cooperate  with the  Underwriter  in all matters  pertaining to the
        loss.

    (e) The Insured shall execute all papers and render  assistance to secure to
        the Underwriter the rights and causes of action provided for herein. The
        Insured  shall do nothing  after  discovery  of loss to  prejudice  such
        rights or causes of action.

                       LIMIT OF LIABILITY UNDER THIS BOND
                               AND PRIOR INSURANCE

Section 8. With respect to any loss set forth in sub-section (c) of Section 4 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 canceled 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 such 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.

If the coverage of this bond  supersedes in whole or in part the coverage of any
other  bond  or  policy  of  insurance  issued  by an  Insurer  other  than  the
Underwriter and terminated, canceled or allowed to expire, the Underwriter, with
respect  to any  loss  sustained  prior  to  such  termination,  cancelation  or
expiration and discovered  within the period  permitted under such other bond or
policy for the  discovery  of loss  thereunder,  shall be liable under this bond
only for that  part of such  loss  covered  by this  bond as is in excess of the
amount recoverable or recovered on account of such loss under such other bond or
policy, anything to the contrary in such other bond or policy notwithstanding.

                          OTHER INSURANCE OR INDEMNITY

Section 9. Coverage afforded hereunder shall apply only as excess over any valid
and collectible  insurance or indemnity obtained by the Insured, or by one other
than the Insured on Property  subject to  exclusion  (q) or by a  Transportation
Company,  or by another  entity on whose  premises  the loss  occurred  or which
employed the person  causing the loss or the  messenger  conveying  the Property
involved.

                                    OWNERSHIP

Section 10. This bond shall apply to loss of Property  (1) owned by the Insured,
(2) held by the Insured in any capacity, or (3) for which the Insured is legally
liable.  This bond shall be for the sole use and benefit of the Insured named in
the Declarations.

                                DEDUCTIBLE AMOUNT

Section 11. The  Underwriter  shall be liable  hereunder  only for the amount by
which any  single  loss,  as  defined in  Section  4,  exceeds  the Single  Loss
Deductible  amount for the  Insuring  Agreement or Coverage  applicable  to such
loss, subject to the Aggregate Limit of Liability and the applicable Single Loss
Limit of Liability.

The Insured shall,  in the time and in the manner  prescribed in this bond, give
the  Underwriter  notice  of any loss of the kind  covered  by the terms of this
bond, whether or not the Underwriter is liable therefor, and upon the request of
the  Underwriter  shall file with it a brief  statement  giving the  particulars
concerning such loss.

                           TERMINATION OR CANCELATION

Section 12. This bond  terminates as an entirety  upon  occurrence of any of the
following:--(a)  60 days after the  receipt by the  Insured of a written  notice
from the Underwriter of its desire to cancel this bond, or (b) immediately  upon
the  receipt by the  Underwriter  of a written  notice  from the  Insured of its
desire to cancel  this bond,  or (c)  immediately  upon the  taking  over of the
Insured by a receiver or other liquidator or by State or Federal  officials,  or
(d) immediately upon the taking over of the Insured by another  institution,  or
(e)  immediately  upon  exhaustion of the Aggregate  Limit of Liability,  or (f)
immediately  upon  expiration  of the Bond  Period as set forth in Item 2 of the
Declarations.

This bond  terminates as to any Employee or any partner,  officer or employee of
any  Processor -- (a) as soon as any Insured,  or any director or officer not in
collusion with such person,  learns of any dishonest or fraudulent act committed
by such  person  at any  time,  whether  in the  employment  of the  Insured  or
otherwise,  whether or not of the type covered  under  Insuring  Agreement  (A),
against the Insured or any other person or entity, without prejudice to the loss
of any Property  then in transit in the custody of such  person,  or (b) 15 days
after the receipt by the Insured of a written notice from the Underwriter of its
desire to cancel this bond as to such person.

Termination  of the bond as to any  Insured  terminates  liability  for any loss
sustained by such Insured which is discovered  after the effective  date of such
termination.



IN WITNESS  WHEREOF,  the  Underwriter  has caused this Bond to be signed by its
President and by its Secretary at Baltimore,  Maryland,  and to be countersigned
on the Declarations by a duly authorized representative.

Attest                                     By

       /s/ David A. Bowers                 /s/ John J. McCartney
       -------------------                 ---------------------
       Secretary                           President





















                                     ZURICH
                                   RIDER-F251

--------------------------------------------------------------------------------

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                             RICO EXCLUSION AMENDED
                             ----------------------


It is agreed that:

1.   If the bond to which  this rider is  attached  is a  Financial  Institution
     Bond,  Standard  Form No. 14, Item (j) of Section 2.  EXCLUSIONS is deleted
     and replaced by the following:

     (j) damages resulting from any civil, criminal or other legal proceeding in
         which the  Insured  is  adjudicated  to have  engaged  in  racketeering
         activity  except  when  the  Insured  establishes  that the act or acts
         giving  rise  to such  damages  were  committed  by an  Employee  under
         circumstances which result directly in a loss to the Insured covered by
         Insuring   Agreement   (A).  For  the   purposes  of  this   exclusion,
         "racketeering  activity"  is defined in 18 United  States  Code 1961 et
         seq., as amended;

2.   If the bond to which  this rider is  attached  is a  Financial  Institution
     Bond,  Standard  Form No. 25, Item (t) of Section 2.  EXCLUSIONS is deleted
     and replaced by the following:

     (t) damages resulting from any civil, criminal or other legal proceeding in
         which the  Insured  is  adjudicated  to have  engaged  in  racketeering
         activity  except  when  the  Insured  establishes  that the act or acts
         giving  rise  to such  damages  were  committed  by an  Employee  under
         circumstances which result directly in a loss to the Insured covered by
         Insuring   Agreement   (A).  For  the   purposes  of  this   exclusion,
         "racketeering  activity"  is defined in 18 United  States  Code 1961 et
         seq., as amended;










                                     ZURICH
                                   RIDER-F253

================================================================================
           This rider forms a part of and is issued by the Underwriter
                           of the bond numbered below.
================================================================================

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                                  MODIFICATIONS


It is agreed that:

1.   Items (1)(d) and (e) of Insuring  Agreement (E)  SECURITIES are deleted and
     replaced by the following:

     (d)  Instruction; or

     (e)  Statement of Uncertificated Security;

2.   Item (w) of Section 2. EXCLUSIONS is deleted.

3.   Item  (o)  of  Section  1.  DEFINITIONS  is  deleted  and  replaced  by the
     following:

          (o) Property  means  Money,  Certificated  Securities,  Uncertificated
     Securities,  Negotiable Instruments,  Certificates of Deposit, documents of
     title,  Acceptances,  Evidences of Debt,  security  agreements,  Withdrawal
     Orders,  certificates  of origin or title,  Letters  of  Credit,  insurance
     policies,  abstracts of title, deeds and mortgages on real estate,  revenue
     and other stamps,  tokens,  unsold state lottery tickets,  books of account
     and other  records  whether  recorded in writing or  electronically,  gems,
     jewelry,  precious  metals of all kinds and in any form, and tangible items
     of personal property which are not hereinbefore enumerated.

4.   Insuring Agreement (F) COUNTERFEIT  CURRENCY is deleted and replaced by the
     following:

                              COUNTERFEIT CURRENCY

     (F)  Loss  resulting  directly  from the  receipt by the  Insured,  in good
          faith, of any Counterfeit Money.

5.   General  Agreement  B.  ADDITIONAL  OFFICES OR  EMPLOYEES -  CONSOLIDATION,
     MERGER  OR  PURCHASE  OF  ASSETS  - NOTICE  is  amended  by  adding a final
     paragraph as follows:

     If the Insured  shall,  while this bond is in force,  consolidate  or merge
     with, or purchase or acquire assets or liabilities of, another institution,
     and if the conditions in the above  paragraph are not  fulfilled,  then the
     Insured  shall have such  coverage as is afforded  under this bond for loss
     which

     (a)  is  incurred or  sustained,  due to any act or acts  committed  by any
          person or persons,  whether or not Employees of the Insured, after the
          effective   date  of  such   consolidation,   merger  or  purchase  or
          acquisition of assets or liabilities, and

     (b)  is discovered  prior to the  expiration of 60 days after the effective
          date of such  consolidation,  merger or  purchase  or  acquisition  of
          assets or liabilities,  or if the bond is terminated or canceled as an
          entirety  prior to the  expiration  of the said 60 days,  prior to the
          termination or cancellation of the bond, and

     (c)  occurs in the  offices or  premises,  or is caused by an  employee  or
          employees  of the  institution  acquired by the Insured as a result of
          such  consolidation,  merger or purchase or  acquisition  of assets or
          liabilities.

6.   The second paragraph of General  Agreement D.  REPRESENTATION OF INSURED is
     deleted and replaced by the following:

     Any  intentional  misrepresentation,  omission,  concealment  or  incorrect
     statement of a material  fact, in the  application  or otherwise,  shall be
     grounds for the rescission of this bond.







7.   Items (a) and (b) of Section 5.  NOTICE/PROOF - LEGAL  PROCEEDINGS  AGAINST
     UNDERWRITER are deleted and replaced by the following:

     (a)  At the  earliest  practicable  moment,  not to exceed  60 days,  after
          discovery of loss,  the Insured shall give the  Underwriter  notice of
          any loss of the kind covered by the terms of this bond, whether or not
          the Underwriter is liable therefor, if

          (1)  the  loss  is of the  type  which  may  be  covered  by  Insuring
               Agreement  (A)  and  is  equal  to or  greater  than  25%  of the
               Deductible Amount applicable to Insuring Agreement (A),

          (2)  the loss is of the  type  which  may be  covered  by an  Insuring
               Agreement  other than  Insuring  Agreement (A) and is equal to or
               greater  than 50% of the  Deductible  Amount  applicable  to such
               Insuring Agreement.

          The Insured shall upon the request of the  Underwriter  file with it a
          brief statement giving the particulars concerning such loss.

     (b)  Within 6 months after discovery of loss as described in (a) above, the
          Insured shall furnish to the Underwriter proof of loss, duly sworn to,
          with full particulars.

8.   The second  paragraph  of Section 11.  DEDUCTIBLE  AMOUNT is deleted in its
     entirety.
















                                     ZURICH
                                   RIDER-F258

================================================================================
           This rider forms a part of and is issued by the Underwriter
                           of the bond numbered below.
================================================================================

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                           DIRECTORS EXCLUSION AMENDED
                           ---------------------------


It is agreed that:

Item (d) of Section 2. EXCLUSIONS is deleted and replaced by the following:

     (d)  loss  resulting  directly  or  indirectly  from any 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

          (1)  such  person is also an  Employee  or an elected  official of the
               Insured in some other capacity; or

          (2)  is performing acts coming within the scope of the usual duties of
               an Employee,

          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;













                                     ZURICH
                                   RIDER-F285

================================================================================
           This rider forms a part of and is issued by the Underwriter
                           of the bond numbered below.
================================================================================

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                          Effective Date 7-01-07

--------------------------------------------------------------------------------


                          KNOWLEDGE OF PRIOR DISHONESTY
                          -----------------------------


It is agreed that:

The attached bond is amended by adding the following to Section 2. EXCLUSIONS:

     This bond does not cover

     loss resulting directly or indirectly from the dishonest or fraudulent acts
     of an Employee if any Insured, or any director or officer of an Insured who
     is not in collusion  with such person,  knows,  or knew at any time, of any
     dishonest or fraudulent  act committed by such person at any time,  whether
     in the  employment of the Insured or otherwise,  whether or not of the type
     covered  under  Insuring  Agreement  (A),  against the Insured or any other
     person or entity and without  regard to whether the  knowledge was obtained
     before or after the commencement of this bond. Provided, however, that this
     exclusion does not apply to loss of any Property  already in transit in the
     custody of such person at the time such  knowledge  was obtained or to loss
     resulting directly from dishonest or fraudulent acts occurring prior to the
     time such knowledge was obtained.













The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                          (GENERAL CANCELLATION CLAUSE)
                                  RIDER-SR5083c

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     The attached  bond is amended by adding to the Section  which  provides for
cancellation of this bond, as an entirety, an additional paragraph as follows:

     No cancellation of this bond, as an entirety,  whether by or at the request
     of the Insured or by the Company or Underwriter, shall take effect prior to
     the  expiration of 60 days after written  notice of such  cancellation  has
     been filed with


       Small Business Administration, W.S., Office of Investment,
       409 Third Street S.W., Suite 6300, Washington, D.C. 20416

     unless an earlier date of such cancellation is approved by said

       Commissioner













The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                                 (CANCELLATION)
                                  RIDER-SR5969a

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     The  Underwriter  will  mark its  records  to  indicate  that the  National
Association of Securities  Dealers,  Inc. is to be notified promptly  concerning
the  cancellation or substantial  modification of the attached bond,  whether at
the request of the Insured or the Underwriter,  and will use its best efforts to
so notify said Association but failure to so notify said  Association  shall not
impair or delay the effectiveness of any such cancellation or modification.













The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                     (SEC-JOINT INSURED CANCELLATION CLAUSE)
                                  RIDER-SR5971a

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     1. The attached bond shall not be canceled or modified except after written
notice shall have been given by the acting party to the affected  party,  and by
the  Underwriter  to all registered  management  investment  companies  named as
Insureds and to the Securities and Exchange  Commission,  Washington,  D.C., not
less  than  sixty  days  prior to the  effective  date of such  cancellation  or
modification.

     2. The  Underwriter  shall furnish each  registered  management  investment
company  named as an  Insured  with  (a) a copy of the  bond  and any  amendment
thereto,  promptly after the execution thereof, (b) a copy of each formal filing
of a claim  under the bond by any other named  Insured  promptly  after  receipt
thereof,  and (c) notification of the terms of the settlement of each such claim
prior to the execution of the settlement.






















The                                                                  Home Office
F&D                                                                P.O. Box 1227
Companies                                                    Baltimore, MD 21203

                       (DELETE DATA PROCESSING COVERAGE)
                                  RIDER-SR6100e

           This rider forms a part of and is issued by the Underwriter
           -----------------------------------------------------------
                           of the bond numbered below.
                           ---------------------------

               If this form is issued concurrently with the bond,
                  this Attaching Clause need not be completed.

To be attached to and form part of Bond No.  FIB 0006216 03

                                                        Effective Date   7-01-07
--------------------------------------------------------------------------------


It is agreed that:

     The attached bond is amended:

          (a)  by deleting the numbered paragraph beginning

                    "each natural person,  partnership or corporation authorized
                    by the Insured to perform services as Data Processor..."

               from the definition of "Employee" in Section 1.;

          (b)  by deleting the  following  from the second  paragraph of Section
               12.:

                    "or any partner, officer or employee of any Processor"






















                          CAPITAL SOUTHWEST CORPORATION

                          Certificate of the Secretary



I, JEFFREY G.  PETERSON,  the duly elected,  qualified  and acting  Secretary of
Capital  Southwest  Corporation,  a corporation  organized under the laws of the
State of Texas (the  "Corporation"),  do hereby  certify  that a majority of the
Corporation's Board of Directors who are not "interested  persons" as defined by
Section  2(a)(19) of the  Investment  Company Act of 1940 approved the following
resolution at a regular board meeting on July 16, 2007:

     "RESOLVED,  that the Financial Institution Bond Standard Form No. 14 in the
     face amounts of $900,000  and $750,000  written by the Fidelity and Deposit
     Company of Maryland,  Bond Numbers FIB 0000609-10 and 0006216-03 are hereby
     approved,  authorized  and their  adoption  ratified for the policy  period
     beginning  July 1, 2007 and  effective  until July 1, 2008 or their date of
     cancellation; and

     "RESOLVED FURTHER, that the separately named insureds under the bonds shall
     be the Corporation and Capital Southwest Venture Corporation; and

     "RESOLVED FURTHER,  that payment of the premiums by each respective company
     for such bonds, are hereby approved and ratified.


IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of August, 2007.





                                              /s/ Jeffrey G. Peterson
                                              -----------------------------
                                              Capital Southwest Corporation