|Securities and Exchange Commission100 F Street, N.W.Washington DC 20549
|-----------------------------------------------------------------------



|VIA EDGAR
|---------

|Re: |  | Nicholas Equity Income Fund, Inc. #811-08062
|--- |  | --------------------------------------------
|    |  | Nicholas Family of Funds, Inc. #811-10531   
|    |  | Nicholas Fund, Inc. #811-01728              
|    |  | Nicholas II, Inc. #811-03851                
|    |  | Nicholas High Income Fund, Inc. #811-00216  
|    |  | Nicholas Limited Edition, Inc. #811-04993   
|    |  | Nicholas Money Market Fund, Inc. #811-05537 

Attached, pursuant to Rule 17g-1(g)(1) under the Investment Company Act of 1940, as amended, are the following documents:

|1. | A copy of the Joint Fidelity Bond renewing coverage from November 16, 2007 through November 16, 2008.                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | A copy of the resolution adopted by a majority of the board of directors who are not interested persons of each fund, approving the amount, type, form and coverage of the bond and the portion of the premium to be paid
by each fund.                                                                                           
|  
|3. | A copy of the Joint Fidelity Bond Agreement between all of the named insureds entered into pursuant to paragraph (f) of Rule 17g-1(g)(1), which includes a statement showing the amount of the single insured bond which each Fund
would have provided and maintained had it not been name as an insured under a joint insured bond.
|  

At the date of this letter, premiums have been paid for the period November 16, 2007 through November 16, 2008.



|Very truly yours,/s/ Jeffrey T. May
|-----------------------------------



|Jeffrey T. MaySenior Vice President and TreasurerNicholas Company, Inc.
|-----------------------------------------------------------------------



---



|                                                                                                                              |  |                                                                                                              |  | Chubb Group of
    Insurance Companies              |  | DECLARATIONS    |  |                                                         |  |                  
|----------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------- |  | --------------- |  | ------------------------------------------------------- |  | -----------------
|                                                                                                                              |  |                                                                                                              |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                              |  |                                                                                                              |  | 15 Mountain View
    Road, Warren, New Jersey 07059 |  |                 |  | COMPANY ASSET PROTECTION
    BOND                      
|                                                                                                                             
|                                                                                                                             
|NAME
    OF ASSURED (including itsSubsidiaries):                                                                              |  |                                                                                                              |  | Bond Number: 82126662                               |  |                 |  |                                                        
|                                                                                                                             
|NICHOLAS
    COMPANY, INC                                                                                                     |  |                                                                                                              |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                              |  |                                                                                                              |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                             
|                                                                                                                             
|700
    NORTH WATER STREET, SUITE 1010                                                                                        |  |                                                                                                              |  | Incorporated under
    the laws of Indiana          |  |                
|MILWAUKEE,
    WI 53202                                                                                                       |  |                                                                                                              |  |                                                     |  |                 |  | a stock insurance
    company herein called the COMPANY
|                                                                                                                              |  |                                                                                                              |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                              |  |                                                                                                              |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                             
|                                                                                                                             
|ITEM
    1.                                                                                                                   |  | BOND
    PERIOD:                                                                                             |  | from                                                |  | 12:01 a.m. on   |  | November 16, 2007                                       |  |                  
|                                                                                                                              |  |                                                                                                              |  |                                                     |  | to              |  | 12:01 a.m. on                                           |  | November 16, 2008
|                                                                                                                             
|ITEM
    2.                                                                                                                   |  | LIMITS
    OF LIABILITY--DEDUCTIBLE AMOUNTS:                                                                 |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                             
|                                                                                                                              |  | If
    ''Not Covered'' is inserted below opposite any specified INSURING CLAUSE, such
    INSURING CLAUSE   
|                                                                                                                              |  | and
    any other reference shall be deemed to be deleted.There shall be
    no deductible applicable to any
|                                                                                                                              |  | loss
    under INSURING CLAUSE 1. sustained by any Investment Company.                                       |  |                                                     |  |                
|                                                                                                                             
|                                                                                                                              |  |                                                                                                              |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                              |  | INSURING
    CLAUSE                                                                                          |  |                                                     |  |                 |  | LIMIT
    OF LIABILITY                                  |  | AMOUNT           
|                                                                                                                              |  | 1.                                                                                                           |  | Employee                                            |  |                 |  |                                                         |  |                  
|                                                                                                                              |  | 2.                                                                                                           |  | On
    Premises                                     |  |                 |  |                                                         |  | $
    5,175,000  
|                                                                                                                              |  | 3.                                                                                                           |  | In
    Transit                                      |  |                 |  |                                                         |  |                  
|                                                                                                                              |  | 4.                                                                                                           |  | Forgery
    or Alteration                           |  |                 |  |                                                         |  | $
    5,175,000  
|                                                                                                                              |  | 5.                                                                                                           |  | Extended
    Forgery                                |  |                 |  |                                                         |  | $
    5,175,000  
|                                                                                                                              |  | 6.                                                                                                           |  | Counterfeit
    Money                               |  |                 |  |                                                         |  | $
    5,175,000  
|                                                                                                                              |  | 7.                                                                                                           |  | Threats
    to Person                               |  |                 |  |                                                         |  | $
    5,175,000  
|                                                                                                                              |  | 8.                                                                                                           |  | Computer
    System                                 |  |                 |  |                                                         |  | $
    5,175,000  
|                                                                                                                              |  | 9.                                                                                                           |  | Voice
    Initiated Funds Transfer Instruction      |  | $
    5,175,000 |  | $ 10,000                                               
|                                                                                                                              |  | 10.                                                                                                          |  | Uncollectible
    Items of Deposit                  |  |                 |  | $
    50,000                                            |  | $ 5,000          
|                                                                                                                              |  | 11.                                                                                                          |  | Audit
    Expense                                   |  |                 |  |                                                         |  | $
    50,000     
|                                                                                                                              |  | 12.                                                                                                          |  | Extended
    Computer Systems                       |  |                 |  | $
    5,175,000                                         |  | $ 10,000         
|                                                                                                                              |  | 13.                                                                                                          |  | Telefacsimile
    Instruction Fraud                 |  |                 |  | $
    5,175,000                                         |  | $ 10,000         
|                                                                                                                              |  | 14.                                                                                                          |  | Automated
    Phone Transaction                     |  |                 |  | $
    5,175,000                                         |  | $ 10,000         
|                                                                                                                              |  | 15.                                                                                                          |  | Unauthorized
    Signature                          |  |                 |  |                                                         |  | $
    50,000     
|                                                                                                                              |  | 16.                                                                                                          |  | Claims
    Expense                                  |  |                 |  |                                                         |  | $
    50,000     
|                                                                                                                              |  | 17.                                                                                                          |  | Stop
    Payment Order or Refusal to Pay Check      |  | $
    50,000    |  | $ 5,000                                                
|                                                                                                                             
|ITEM 3.                                                                                                                       |  | THE LIABILITY OF THE
    COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING                              
|                                                                                                                              |  | ENDORSEMENTS EXECUTED
    SIMULTANEOUSLY HEREWITH:                                                           |  |                                                     |  |                 |  |                                                        
|                                                                                                                             
|                                                                                                                              |  | 1 - 12                                                                                                       |  |                                                     |  |                 |  |                                                         |  |                  
|                                                                                                                             
|IN WITNESS
    WHEREOF, THE COMPANY
    has caused this Bond
    to be signed by its authorized officers, but it shall not be
|valid unless also
    signed by an authorized representative of the Company.                                                  |  |                                                                                                              |  |                                                     |  |                



ICAP Bond
(5-98) - Federal

Form
17-02-1421 (Ed. 5-98) Page 1 of 1

---

|                 |  | The COMPANY, in
    consideration of payment of the required premium, and in reliance 
|---------------- |  | --------------------------------------------------------------------------------------
|                 |  | on the APPLICATION
    and all other statements made and information furnished to the 
|                 |  | COMPANY by the
    ASSURED, and subject to the DECLARATIONS made a part of this       
|                 |  | Bond and to all other
    terms and conditions of this Bond, agrees to pay the ASSURED
|                 |  | for:                                                                                  
|                
|                
|Insuring Clauses |  |                                                                                       
|                
|                
|Employee         |  | 1.                                                                                    
|                 |  |                                                                                       
|                
|                
|                
|On Premises      |  | 2.                                                                                    
|                 |  |                                                                                       
|                 |  |                                                                                       
|                 |  |                                                                                       
|                 |  |                                                                                       
|                
|                
|In Transit       |  | 3.                                                                                    
|                 |  |                                                                                       
|                 |  |                                                                                       
|                
|                 |  |                                                                                       
|                
|                 |  |                                                                                       
|                 |  |                                                                                       
|                 |  |                                                                                       
|                 |  |                                                                                       
|                 |  |                                                                                       
|                
|                 |  |                                                                                       
|                
|                 |  |                                                                                       
|                 |  |                                                                                       
|                
|                 |  |                                                                                       
|                 |  |                                                                                       
|                
|                 |  |                                                                                       
|                 |  |                                                                                       
|                 |  |                                                                                       
|                 |  |                                                                                       



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 1 of 19



---

|Insuring Clauses          |  |    |  |                                                                                         |  |                                                                                        |  |                                                        
|------------------------- |  | -- |  | --------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------- |  | -------------------------------------------------------
|(continued)               |  |    |  |                                                                                         |  |                                                                                        |  |                                                        
|                         
|                         
|Forgery Or
    Alteration |  | 4. |  | Loss resulting
    directly from:                                                      
|                          |  |    |  | a.                                                                                      |  | Forgeryon, or fraudulent
    material alteration of, any bills of exchange,           
|                          |  |    |  |                                                                                         |  | checks, drafts,
    acceptances, certificates of deposits, promissory notes, due      
|                          |  |    |  |                                                                                         |  | bills, money orders,
    orders upon public treasuries, letters of credit, other      
|                          |  |    |  |                                                                                         |  | written promises,
    orders or directions to pay sums certain in money, or           
|                          |  |    |  |                                                                                         |  | receipts for the
    withdrawal ofProperty,
    or                                    
|                         
|                          |  |    |  | b.                                                                                      |  | transferring, paying
    or delivering any funds or otherProperty,
    or establishing
|                          |  |    |  |                                                                                         |  | any credit or giving
    any value in reliance on any written instructions, advices   
|                          |  |    |  |                                                                                         |  | or applications
    directed to the ASSURED authorizing or acknowledging the          
|                          |  |    |  |                                                                                         |  | transfer, payment,
    delivery or receipt of funds or otherProperty,
    which       
|                          |  |    |  |                                                                                         |  | instructions, advices
    or applications fraudulently purport to bear the            
|                          |  |    |  |                                                                                         |  | handwritten signature
    of any customer of the ASSURED, or shareholder or           
|                          |  |    |  |                                                                                         |  | subscriber to shares
    of anInvestment Company,
    or of any financial             
|                          |  |    |  |                                                                                         |  | institution or
    Employeebut which
    instructions, advices or applications either 
|                          |  |    |  |                                                                                         |  | bear aForgeryor have been
    fraudulently materially altered without the             
|                          |  |    |  |                                                                                         |  | knowledge and consent
    of such customer, shareholder, subscriber, financial        
|                          |  |    |  |                                                                                         |  | institution or
    Employee;                                                          
|                         
|                          |  |    |  | excluding, however,
    under this INSURING CLAUSE any loss covered under              
|                          |  |    |  | INSURING CLAUSE 5. of
    this Bond, whether or not coverage for INSURING              
|                          |  |    |  | CLAUSE 5. is provided
    for in the DECLARATIONS of this Bond.                        
|                          |  |    |  | For the purpose of
    this INSURING CLAUSE, a mechanically reproduced facsimile       
|                          |  |    |  | signature is treated
    the same as a handwritten signature.                          
|                         
|                         
|Extended
    Forgery      |  | 5. |  | Loss resulting
    directly from the ASSURED having, in good faith, and in the         
|                          |  |    |  | ordinary course of
    business, for its own account or the account of others in any   
|                          |  |    |  | capacity:                                                                               |  |                                                                                       
|                         
|                          |  |    |  | a.                                                                                      |  | acquired, accepted or
    received, accepted or received, sold or delivered, or       
|                          |  |    |  |                                                                                         |  | given value, extended
    credit or assumed liability, in reliance on any original    
|                          |  |    |  |                                                                                         |  | Securities,
    documents or other written instruments
    which prove to:            
|                         
|                          |  |    |  |                                                                                         |  | (1)                                                                                    |  | bear aForgeryor a fraudulently
    material alteration,
|                         
|                          |  |    |  |                                                                                         |  | (2)                                                                                    |  | have been lost or
    stolen, or                       
|                          |  |    |  |                                                                                         |  | (3)                                                                                    |  | beCounterfeit,
    or                                  
|                         
|                          |  |    |  | b.                                                                                      |  | guaranteed in writing
    or witnessed any signatures on any transfer,                
|                          |  |    |  |                                                                                         |  | assignment, bill of
    sale, power of attorney, guarantee, endorsement or other      
|                          |  |    |  |                                                                                         |  | obligation upon or in
    connection with anySecurities,
    documents or other       
|                          |  |    |  |                                                                                         |  | written
    instruments.                                                              
|                         
|                          |  |    |  | Actual physical
    possession, and continued actual physical possession if taken as   
|                          |  |    |  | collateral, of suchSecurities, documents or other written instruments
    by an        
|                          |  |    |  | Employee,
    Custodian,
    or a Federal or State chartered deposit institution of the
|                          |  |    |  | ASSURED is a
    condition precedent to the ASSURED having relied on such items.       
|                          |  |    |  | Release or return of
    such collateral is an acknowledgment by the ASSURED that it   
|                          |  |    |  | no longer relies on
    such collateral.                                               



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 2 of 19



---

|Insuring Clauses      |  |    |  |                                                                                            |  |                                                                                 |  |                                                                       
|--------------------- |  | -- |  | ------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------
|                     
|                     
|Extended
    Forgery  |  |    |  | For the purpose of
    this INSURING CLAUSE, a mechanically reproduced facsimile          
|(continued)           |  |    |  | signature is treated
    the same as a handwritten signature.                             
|                     
|                     
|Counterfeit
    Money |  | 6. |  | Loss resulting
    directly from the receipt by the ASSURED in good faith of any          
|                      |  |    |  | Counterfeitmoney.                                                                         
|                     
|                     
|Threats To
    Person |  | 7. |  | Loss resulting
    directly from surrender ofPropertyaway from an
    office of the       
|                      |  |    |  | ASSURED as a result
    of a threat communicated to the ASSURED to do bodily              
|                      |  |    |  | harm to anEmployeeas defined in
    Section 1.e. (1), (2) and (5), aRelativeor            
|                      |  |    |  | invitee of suchEmployee,
    or a resident of the household of suchEmployee,
    who      
|                      |  |    |  | is, or allegedly is,
    being held captive provided, however, that prior to the surrender
|                      |  |    |  | of suchProperty:                                                                          
|                      |  |    |  | a.                                                                                         |  | theEmployeewho receives the
    threat has made a reasonable effort to         
|                      |  |    |  |                                                                                            |  | notify an officer of
    the ASSURED who is not involved in such threat, and   
|                      |  |    |  | b.                                                                                         |  | the ASSURED has made
    a reasonable effort to notify the Federal Bureau of   
|                      |  |    |  |                                                                                            |  | Investigation and
    local law enforcement authorities concerning such threat.
|                      |  |    |  | It is agreed that for
    purposes of this INSURING CLAUSE, anyEmployeeof the             
|                      |  |    |  | ASSURED, as set forth
    in the preceding paragraph, shall be deemed to be an            
|                      |  |    |  | ASSURED hereunder,
    but only with respect to the surrender of money, securities        
|                      |  |    |  | and other tangible
    personal property in which suchEmployeehas a legal or              
|                      |  |    |  | equitable interest.                                                                       
|                     
|                     
|Computer
    System   |  | 8. |  | Loss resulting
    directly from fraudulent:                                              
|                      |  |    |  | a.                                                                                         |  | entries of data into,
    or                                                   
|                      |  |    |  | b.                                                                                         |  | changes of data
    elements or programs within,                               
|                      |  |    |  | aComputer System,
    provided the fraudulent entry or change causes:                     
|                     
|                      |  |    |  |                                                                                            |  | (1)                                                                             |  | funds or other
    property to be transferred, paid or delivered,     
|                      |  |    |  |                                                                                            |  | (2)                                                                             |  | an account of the
    ASSURED or of its customer to be added, deleted,
|                      |  |    |  |                                                                                            |  |                                                                                 |  | debited or credited,
    or                                           
|                      |  |    |  |                                                                                            |  | (3)                                                                             |  | an unauthorized
    account or a fictitious account to be debited or  
|                      |  |    |  |                                                                                            |  |                                                                                 |  | credited.                                                             



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 3 of 19



---

|Insuring Clauses           |  |     |  |                                                                                             |  |                                                                             
|-------------------------- |  | --- |  | ------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------
|(continued)                |  |     |  |                                                                                             |  |                                                                             
|                          
|                          
|Voice
    Initiated Funds  |  | 9.  |  | Loss resulting
    directly fromVoice Initiated
    Funds Transfer Instruction
    directed
|Transfer
    Instruction   |  |     |  | to the ASSURED
    authorizing the transfer of dividends or redemption proceeds of         
|                           |  |     |  | Investment
    Companyshares from aCustomer'saccount,
    provided suchVoice               
|                           |  |     |  | Initiated Funds
    Transfer Instruction
    was:                                          
|                           |  |     |  | a.                                                                                          |  | received at the
    ASSURED'S offices by thoseEmployeesof the ASSURED       
|                           |  |     |  |                                                                                             |  | specifically
    authorized to receive theVoice Initiated
    Funds Transfer
|                           |  |     |  |                                                                                             |  | Instruction,                                                                
|                           |  |     |  | b.                                                                                          |  | made by a person
    purporting to be aCustomer,
    and                    
|                           |  |     |  | c.                                                                                          |  | made by said person
    for the purpose of causing the ASSURED orCustomer   
|                           |  |     |  |                                                                                             |  | to sustain a loss or
    making an improper personal financial gain for such
|                           |  |     |  |                                                                                             |  | person or any other
    person.                                             
|                           |  |     |  | In order for coverage
    to apply under this INSURING CLAUSE, allVoice Initiated          
|                           |  |     |  | Funds Transfer
    Instructions
    must be received and
    processed in accordance with  
|                           |  |     |  | the Designated
    Procedures outlined in the APPLICATION furnished to the                 
|                           |  |     |  | COMPANY.                                                                                   
|                          
|                          
|Uncollectible
    Items of |  | 10. |  | Loss resulting
    directly from the ASSURED having credited an account of a               
|Deposit                    |  |     |  | customer, shareholder
    or subscriber on the faith of anyItems of Depositwhich           
|                           |  |     |  | prove to be
    uncollectible, provided that the crediting of such account causes:         
|                           |  |     |  | a.                                                                                          |  | redemptions or
    withdrawals to be permitted,                             
|                           |  |     |  | b.                                                                                          |  | shares to be issued,
    or                                                 
|                           |  |     |  | c.                                                                                          |  | dividends to be paid,                                                       
|                           |  |     |  | from an account of anInvestment Company.                                                   
|                           |  |     |  | In order for coverage
    to apply under this INSURING CLAUSE, the ASSURED                 
|                           |  |     |  | must holdItems of Depositfor the
    minimum number of days stated in the                  
|                           |  |     |  | APPLICATION before
    permitting any redemptions or withdrawals, issuing any              
|                           |  |     |  | shares or paying any
    dividends with respect to suchItems of Deposit.                   
|                           |  |     |  | Items of Depositshall not
    be deemed uncollectible until the ASSURED'S                  
|                           |  |     |  | standard collection
    procedures have failed.                                            
|                          
|                          
|Audit Expense              |  | 11. |  | Expense incurred by
    the ASSURED for that part of the cost of audits or                 
|                           |  |     |  | examinations required
    by any governmental regulatory authority or self-regulatory      
|                           |  |     |  | organization to be
    conducted by such authority, organization or their appointee by     
|                           |  |     |  | reason of the
    discovery of loss sustained by the ASSURED and covered by this           
|                           |  |     |  | Bond.                                                                                      



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 4 of 19



---

|General Agreements         |  |    |  |                                                                                        |  |                                                                                     
|-------------------------- |  | -- |  | -------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|                          
|                          
|Additional
    Companies   |  | A. |  | If more than one
    corporation, orInvestment
    Company,
    or any combination of 
|Included As
    Assured    |  |    |  | them is included as
    the ASSURED herein:                                           
|                           |  |    |  | (1)                                                                                    |  | The total liability
    of the COMPANY under this Bond for loss or losses           
|                           |  |    |  |                                                                                        |  | sustained by any one
    or more or all of them shall not exceed the limit for      
|                           |  |    |  |                                                                                        |  | which the COMPANY
    would be liable under this Bond if all such loss were         
|                           |  |    |  |                                                                                        |  | sustained by any one
    of them.                                                   
|                          
|                           |  |    |  | (2)                                                                                    |  | Only the first named
    ASSURED shall be deemed to be the sole agent of the        
|                           |  |    |  |                                                                                        |  | others for all
    purposes under this Bond, including but not limited to the giving
|                           |  |    |  |                                                                                        |  | or receiving of any
    notice or proof required to be given and for the purpose of 
|                           |  |    |  |                                                                                        |  | effecting or
    accepting any amendments to or termination of this Bond. The       
|                           |  |    |  |                                                                                        |  | COMPANY shall furnish
    eachInvestment Company
    with a copy of the             
|                           |  |    |  |                                                                                        |  | Bond and with any
    amendment thereto, together with a copy of each formal        
|                           |  |    |  |                                                                                        |  | filing of claim by
    any other named ASSURED and notification of the terms of     
|                           |  |    |  |                                                                                        |  | the settlement of
    each such claim prior to the execution of such settlement.    
|                          
|                           |  |    |  | (3)                                                                                    |  | The COMPANY shall not
    be responsible for the proper application of any          
|                           |  |    |  |                                                                                        |  | payment made
    hereunder to the first named ASSURED.                              
|                          
|                           |  |    |  | (4)                                                                                    |  | Knowledge possessed
    or discovery made by any partner, director, trustee,        
|                           |  |    |  |                                                                                        |  | officer or
    supervisory employee of any ASSURED shall constitute knowledge       
|                           |  |    |  |                                                                                        |  | or discovery by all
    the ASSUREDS for the purposes of this Bond.                 
|                          
|                           |  |    |  | (5)                                                                                    |  | If the first named
    ASSURED ceases for any reason to be covered under this       
|                           |  |    |  |                                                                                        |  | Bond, then the
    ASSURED next named on the APPLICATION shall thereafter           
|                           |  |    |  |                                                                                        |  | be considered as the
    first named ASSURED for the purposes of this Bond.         
|                          
|                          
|Representation
    Made By |  | B. |  | The ASSURED
    represents that all information it has furnished in the               
|Assured                    |  |    |  | APPLICATION for this
    Bond or otherwise is complete, true and correct. Such        
|                           |  |    |  | APPLICATION and other
    information constitute part of this Bond.                   
|                          
|                           |  |    |  | The ASSURED must
    promptly notify the COMPANY of any change in any fact or         
|                           |  |    |  | circumstance which
    materially affects the risk assumed by the COMPANY under       
|                           |  |    |  | this Bond.                                                                            
|                          
|                           |  |    |  | Any intentional
    misrepresentation, omission, concealment or incorrect statement of
|                           |  |    |  | a material fact, in
    the APPLICATION or otherwise, shall be grounds for recision of
|                           |  |    |  | this Bond.                                                                            



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 5 of 19



---

|General Agreements             |  |    |  |                                                                                           |  |                                                                                     
|------------------------------ |  | -- |  | ----------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|(continued)                    |  |    |  |                                                                                           |  |                                                                                     
|                              
|                              
|Additional
    Offices Or      |  | C. |  | If the ASSURED, other
    than anInvestment
    Company,
    while this Bond is in force,
|Employees -
    Consolidation, |  |    |  | merges or
    consolidates with, or purchases or acquires assets or liabilities of       
|Merger Or
    Purchase Or      |  |    |  | another institution,
    the ASSURED shall not have the coverage afforded under this     
|Acquisition Of
    Assets Or   |  |    |  | Bond for loss which
    has:                                                             
|Liabilities -
    Notice To    |  |    |  | (1)                                                                                       |  | occurred or will
    occur on premises, or                                          
|Company                        |  |    |  |                                                                                           |  |                                                                                     
|                               |  |    |  | (2)                                                                                       |  | been caused or will
    be caused by an employee, or                                
|                               |  |    |  | (3)                                                                                       |  | arisen or will arise
    out of the assets or liabilities,                          
|                               |  |    |  | of such institution,
    unless the ASSURED:                                             
|                               |  |    |  | a.                                                                                        |  | gives the COMPANY
    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                                                        
|                               |  |    |  | b.                                                                                        |  | obtains the written
    consent of the COMPANY to extend some or all of the         
|                               |  |    |  |                                                                                           |  | coverage provided by
    this Bond to such additional exposure, and                 
|                               |  |    |  | c.                                                                                        |  | on obtaining such
    consent, pays to the COMPANY an additional premium.           
|                              
|                              
|Change Of
    Control -        |  | D. |  | When the ASSURED
    learns of a change in control (other than in anInvestment           
|Notice To
    Company          |  |    |  | Company),
    as set forth in Section 2(a) (9) of the Investment Company Act of          
|                               |  |    |  | 1940,                                                                                     |  | the
    ASSURED shall within sixty (60) days give written notice to the             
|                               |  |    |  | COMPANY setting
    forth:                                                               
|                               |  |    |  | (1)                                                                                       |  | the names of the
    transferors and transferees (or the names of the beneficial    
|                               |  |    |  |                                                                                           |  | owners if the voting
    securities are registered in another name),                
|                               |  |    |  | (2)                                                                                       |  | the total number of
    voting securities owned by the transferors and the          
|                               |  |    |  |                                                                                           |  | transferees (or the
    beneficial owners), both immediately before and after the   
|                               |  |    |  |                                                                                           |  | transfer, and                                                                       
|                               |  |    |  | (3)                                                                                       |  | the total number of
    outstanding voting securities.                              
|                               |  |    |  | Failure to give the
    required notice shall result in termination of coverage for any  
|                               |  |    |  | loss involving a
    transferee, to be effective on the date of such change in control.  
|                              
|                              
|Court Costs
    And            |  | E. |  | The COMPANY will
    indemnify the ASSURED for court costs and reasonable                
|Attorneys'
    Fees            |  |    |  | attorneys' fees
    incurred and paid by the ASSURED in defense, whether or not          
|                               |  |    |  | successful, whether
    or not fully litigated on the merits and whether or not settled, 
|                               |  |    |  | of any claim, suit or
    legal proceeding with respect to which the ASSURED would       
|                               |  |    |  | be entitled to
    recovery under this Bond. However, with respect to INSURING           
|                               |  |    |  | CLAUSE 1., this
    Section shall only apply in the event that:                          
|                               |  |    |  | (1)                                                                                       |  | anEmployeeadmits to being
    guilty ofLarceny or
    Embezzlement,                 
|                               |  |    |  | (2)                                                                                       |  | anEmployeeis adjudicated to
    be guilty ofLarceny or
    Embezzlement,
    or     



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 6 of 19



---

|General Agreements  |  |                                                                                           |  |                                                                                   
|------------------- |  | ----------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------
|                   
|                   
|Court Costs
    And |  | (3)                                                                                       |  | in
    the absence of 1 or 2 above, an arbitration panel agrees, after a review of
|Attorneys'
    Fees |  |                                                                                           |  | an
    agreed statement of facts between the COMPANY and the ASSURED,             
|(continued)         |  |                                                                                           |  | that
    anEmployeewould be found guilty ofLarceny or
    Embezzlement
    if     
|                    |  |                                                                                           |  | suchEmployeewere prosecuted.                                                      
|                   
|                    |  | The ASSURED shall
    promptly give notice to the COMPANY of any such suit or            
|                    |  | legal proceeding and
    at the request of the COMPANY shall furnish copies of all       
|                    |  | pleadings and
    pertinent papers to the COMPANY. The COMPANY may, at its               
|                    |  | sole option, elect to
    conduct the defense of all or part of such legal proceeding.   
|                    |  | The defense by the
    COMPANY shall be in the name of the ASSURED through               
|                    |  | attorneys selected by
    the COMPANY. The ASSURED shall provide all reasonable          
|                    |  | information and
    assistance as required by the COMPANY for such defense.              
|                   
|                    |  | If the COMPANY
    declines to defend the ASSURED, no settlement without the             
|                    |  | prior written consent
    of the COMPANY nor judgment against the ASSURED shall          
|                    |  | determine the
    existence, extent or amount of coverage under this Bond.               
|                   
|                    |  | If the amount
    demanded in any such suit or legal proceeding is within the            
|                    |  | DEDUCTIBLE AMOUNT, if
    any, the COMPANY shall have no liability for court             
|                    |  | costs and attorney's
    fees incurred in defending all or part of such suit or legal    
|                    |  | proceeding.                                                                              
|                   
|                    |  | If the amount
    demanded in any such suit or legal proceeding is in excess of the      
|                    |  | LIMIT OF LIABILITY
    stated in ITEM 2. of the DECLARATIONS for the applicable          
|                    |  | INSURING CLAUSE, the
    COMPANY'S liability for court costs and attorney's fees         
|                    |  | incurred in defending
    all or part of such suit or legal proceedings is limited to the
|                    |  | proportion of such
    court costs and attorney's fees incurred that the LIMIT OF        
|                    |  | LIABILITY stated in
    ITEM 2. of the DECLARATIONS for the applicable INSURING          
|                    |  | CLAUSE bears to the
    total of the amount demanded in such suit or legal               
|                    |  | proceeding.                                                                              
|                   
|                    |  | If the amount d
    emanded is any such suit or legal proceeding is in excess of the     
|                    |  | DEDUCTIBLE AMOUNT, if
    any, but within the LIMIT OF LIABILITY stated in ITEM          
|                    |  | 2.                                                                                        |  | of the DECLARATIONS
    for the applicable INSURING CLAUSE, the                   
|                    |  | COMPANY'S liability
    for court costs and attorney's fees incurred in defending all or 
|                    |  | part of such suit or
    legal proceedings shall be limited to the proportion of such    
|                    |  | court costs or
    attorney's fees that the amount demanded that would be payable        
|                    |  | under this Bond after
    application of the DEDUCTIBLE AMOUNT, bears to the total       
|                    |  | amount demanded.                                                                         
|                   
|                    |  | Amounts paid by the
    COMPANY for court costs and attorneys' fees shall be in          
|                    |  | addition to the LIMIT
    OF LIABILITY stated in ITEM 2. of the DECLARATIONS.            



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 7 of 19



---

|Conditions And |  |    |  |                       |  |                                                                                 |  |                                                                           
|-------------- |  | -- |  | --------------------- |  | ------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|Limitations    |  |    |  |                       |  |                                                                                 |  |                                                                           
|              
|              
|Definitions    |  | 1. |  | As used in this Bond:
|               |  |    |  | a.                    |  | Computer Systemmeans a
    computer and all input, output, processing,         
|               |  |    |  |                       |  | storage, off-line
    media libraries, and communication facilities which are  
|               |  |    |  |                       |  | connected to the
    computer and which are under the control and supervision  
|               |  |    |  |                       |  | of the operating
    system(s) or application(s) software used by the ASSURED. 
|              
|               |  |    |  | b.                    |  | Counterfeitmeans an
    imitation of an actual valid original which is intended
|               |  |    |  |                       |  | to deceive and be
    taken as the original.                                   
|              
|               |  |    |  | c.                    |  | Custodianmeans the
    institution designated by anInvestment
    Companyto    
|               |  |    |  |                       |  | maintain possession
    and control of its assets.                             
|               |  |    |  | d.                    |  | Customermeans an
    individual, corporate, partnership, trust customer,       
|               |  |    |  |                       |  | shareholder or
    subscriber of anInvestment
    Companywhich has a written   
|               |  |    |  |                       |  | agreement with the
    ASSURED forVoice Initiated
    Funds Transfer           
|               |  |    |  |                       |  | Instruction.                                                                   
|              
|               |  |    |  | e.                    |  | Employeemeans:                                                                 
|              
|               |  |    |  |                       |  | (1)                                                                             |  | an officer of the
    ASSURED,                                            
|              
|               |  |    |  |                       |  | (2)                                                                             |  | a natural person
    while in the regular service of the ASSURED at any of
|               |  |    |  |                       |  |                                                                                 |  | the ASSURED'S
    premises and compensated directly by the ASSURED        
|               |  |    |  |                       |  |                                                                                 |  | through its payroll
    system and subject to the United States Internal  
|               |  |    |  |                       |  |                                                                                 |  | Revenue Service Form
    W -2 or equivalent income reporting plans of     
|               |  |    |  |                       |  |                                                                                 |  | other countries, and
    whom the ASSURED has the right to control and    
|               |  |    |  |                       |  |                                                                                 |  | direct both as to the
    result to be accomplished and details and means 
|               |  |    |  |                       |  |                                                                                 |  | by which such result
    is accomplished in the performance of such       
|               |  |    |  |                       |  |                                                                                 |  | service,                                                                  
|              
|               |  |    |  |                       |  | (3)                                                                             |  | a guest student
    pursuing studies or performing duties in any of the   
|               |  |    |  |                       |  |                                                                                 |  | ASSURED'S premises,                                                       
|              
|               |  |    |  |                       |  | (4)                                                                             |  | an attorney retained
    by the ASSURED and an employee of such           
|               |  |    |  |                       |  |                                                                                 |  | attorney while either
    is performing legal services for the ASSURED,   
|              
|               |  |    |  |                       |  | (5)                                                                             |  | a natural person
    provided by an employment contractor to perform      
|               |  |    |  |                       |  |                                                                                 |  | employee duties for
    the ASSURED under the ASSURED'S supervision       
|               |  |    |  |                       |  |                                                                                 |  | at any of the
    ASSURED'S premises,                                     
|              
|               |  |    |  |                       |  | (6)                                                                             |  | an employee of an
    institution merged or consolidated with the         
|               |  |    |  |                       |  |                                                                                 |  | ASSURED prior to the
    effective date of this Bond,                     
|              
|               |  |    |  |                       |  | (7)                                                                             |  | a director or trustee
    of the ASSURED, but only while performing acts  
|               |  |    |  |                       |  |                                                                                 |  | within the scope of
    the customary and usual duties of any officer or  
|               |  |    |  |                       |  |                                                                                 |  | other employee of the
    ASSURED or while acting as a member of any      
|               |  |    |  |                       |  |                                                                                 |  | committee duly
    elected or appointed to examine or audit or have       
|               |  |    |  |                       |  |                                                                                 |  | custody of or access
    toPropertyof the ASSURED, or                     



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 8 of 19



---

|Conditions And |  |     |  |                                                                                   |  |                                                                           
|-------------- |  | --- |  | --------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|Limitations    |  |     |  |                                                                                   |  |                                                                           
|              
|              
|Definitions    |  | (8) |  | each natural person,
    partnership or corporation authorized by written        
|(continued)    |  |     |  | agreement with the
    ASSURED to perform services as electronic data            
|               |  |     |  | processor of checks
    or other accounting records related to such checks but   
|               |  |     |  | only while such
    person, partnership or corporation is actually performing    
|               |  |     |  | such services and
    not:                                                       
|              
|               |  |     |  | a.                                                                                |  | creating, preparing,
    modifying or maintaining the ASSURED'S           
|               |  |     |  |                                                                                   |  | computer software or
    programs, or                                     
|              
|               |  |     |  | b.                                                                                |  | acting as transfer
    agent or in any other agency capacity in issuing   
|               |  |     |  |                                                                                   |  | checks, drafts or
    securities for the ASSURED,                         
|              
|               |  | (9) |  | any partner, officer
    or employee of an investment advisor, an underwriter    
|               |  |     |  | (distributor), a
    transfer agent or shareholder accounting recordkeeper, or an
|               |  |     |  | administrator, for anInvestment Company
    while performing acts
    coming     
|               |  |     |  | within the scope of
    the customary and usual duties of an officer or employee 
|               |  |     |  | of anInvestment
    Companyor
    acting as a member of any committee duly       
|               |  |     |  | elected or appointed
    to examine, audit or have custody of or access to       
|               |  |     |  | Propertyofan Investment
    Company.                                             
|              
|               |  |     |  | The termEmployeeshall not include
    any partner, officer or employee of a      
|               |  |     |  | transfer agent,
    shareholder accounting recordkeeper or administrator:        
|              
|               |  |     |  | a.                                                                                |  | which is not an
    "affiliated person" (as defined in Section 2(a) of the
|               |  |     |  |                                                                                   |  | Investment Company
    Act of 1940) of anInvestment
    Companyor
    of  
|               |  |     |  |                                                                                   |  | the investment
    advisor or underwriter (distributor) of suchInvestment 
|               |  |     |  |                                                                                   |  | Company,
    or                                                           
|              
|               |  |     |  | b.                                                                                |  | which is a "bank" (as
    defined in Section 2(a) of the Investment       
|               |  |     |  |                                                                                   |  | Company Act of 1940).                                                     
|               |  |     |  |                                                                                   |  | This Bond does not
    afford coverage in favor of the employers of       
|               |  |     |  |                                                                                   |  | persons as set forth
    in e. (4), (5) and (8) above, and upon payment to
|               |  |     |  |                                                                                   |  | the ASSURED by the
    COMPANY resulting directly fromLarceny or          
|               |  |     |  |                                                                                   |  | Embezzlementcommitted
    by any of the partners, officers or             
|               |  |     |  |                                                                                   |  | employees of such
    employers, whether acting alone or in collusion with
|               |  |     |  |                                                                                   |  | others, an assignment
    of such of the ASSURED'S rights and causes of   
|               |  |     |  |                                                                                   |  | action as it may have
    against such employers by reason of such acts   
|               |  |     |  |                                                                                   |  | so committed shall,
    to the extent of such payment, be given by the    
|               |  |     |  |                                                                                   |  | ASSURED to the
    COMPANY, and the ASSURED shall execute all             
|               |  |     |  |                                                                                   |  | papers necessary to
    secure to the COMPANY the rights provided for     
|               |  |     |  |                                                                                   |  | herein.                                                                   
|              
|               |  |     |  | Each employer of
    persons as set forth in e.(4), (5) and (8) above and the    
|               |  |     |  | partners, officers
    and other employees of such employers shall collectively  
|               |  |     |  | be deemed to be one
    person for all the purposes of this Bond; excepting,     
|               |  |     |  | however, the fifth
    paragraph of Section 13.                                  
|              
|               |  |     |  | Independent
    contractors not specified in e.(4), (5) or (8) above,            
|               |  |     |  | intermediaries,
    agents, brokers or other representatives of the same general 
|               |  |     |  | character shall not
    be consideredEmployees.                                  



|ICAP Bond (5-98)               |  |             
|------------------------------ |  | ------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 9 of 19



---

|Conditions And |  |    |  |                                                                                         
|-------------- |  | -- |  | ----------------------------------------------------------------------------------------
|Limitations    |  |    |  |                                                                                         
|              
|              
|Definitions    |  | f. |  | Forgerymeans the signing
    of the name of another natural person with the             
|(continued)    |  |    |  | intent to deceive but
    does not mean a signature which consists in whole or in       
|               |  |    |  | part of one's own
    name, with or without authority, in any capacity for any          
|               |  |    |  | purpose.                                                                                
|               |  | g. |  | Investment
    Companymeans any investment company registered under the                 
|               |  |    |  | Investment Company
    Act of 1940 and listed under the NAME OF ASSURED                 
|               |  |    |  | on the DECLARATIONS.                                                                    
|              
|               |  | h. |  | Items of Depositmeans one
    or more checks or drafts drawn upon a                     
|               |  |    |  | financial institution
    in the United States of America.                              
|               |  | i. |  | Larceny or
    Embezzlement
    means larceny or
    embezzlement as defined in         
|               |  |    |  | Section 37 of the
    Investment Company Act of 1940.                                   
|              
|               |  | j. |  | Propertymeans money,
    revenue and other stamps; securities; including any            
|               |  |    |  | note, stock, treasury
    stock, bond, debenture, evidence of indebtedness,             
|               |  |    |  | certificate of
    deposit, certificate of interest or participation in any profit-     
|               |  |    |  | sharing agreement,
    collateral trust certificate, preorganization certificate or     
|               |  |    |  | subscription,
    transferable share, investment contract, voting trust certificate,    
|               |  |    |  | certificate of
    deposit for a security, fractional undivided interest in oil, gas, or
|               |  |    |  | other mineral rights,
    any interest or instruments commonly known as a               
|               |  |    |  | security under the
    Investment Company Act of 1940, any other certificate of         
|               |  |    |  | interest or
    participation in, temporary or interim certificate for, receipt for,    
|               |  |    |  | guarantee of, or
    warrant or right to subscribe to or purchase any of the            
|               |  |    |  | foregoing; bills of
    exchange; acceptances; checks; withdrawal orders; money         
|               |  |    |  | orders; travelers'
    letters of credit; bills of lading; abstracts of title; insurance
|               |  |    |  | policies, deeds,
    mortgages on real estate and/or upon chattels and interests        
|               |  |    |  | therein; assignments
    of such policies, deeds or mortgages; other valuable           
|               |  |    |  | papers, including
    books of accounts and other records used by the                   
|               |  |    |  | ASSURED in the
    conduct of its business (but excluding all electronic data           
|               |  |    |  | processing records);
    and, all other instruments similar to or in the nature of      
|               |  |    |  | the foregoing in
    which the ASSURED acquired an interest at the time of the          
|               |  |    |  | ASSURED'S
    consolidation or merger with, or purchase of the principal                
|               |  |    |  | assets of, a
    predecessor or which are held by the ASSURED for any                   
|               |  |    |  | purpose or in any
    capacity and whether so held gratuitously or not and              
|               |  |    |  | whether or not the
    ASSURED is liable therefor.                                      
|              
|               |  | k. |  | Relativemeans the spouse
    of anEmployeeor partner of the ASSURED                     
|               |  |    |  | and any unmarried
    child supported wholly by, or living in the home of, such         
|               |  |    |  | Employeeor partner and
    being related to them by blood, marriage or legal            
|               |  |    |  | guardianship.                                                                           
|               |  | l. |  | Securities,
    documents or other written instruments
    means original               
|               |  |    |  | (including original
    counterparts) negotiable or non-negotiable instruments, or      
|               |  |    |  | assignments thereof,
    which in and of themselves represent an equitable              
|               |  |    |  | interest, ownership,
    or debt and which are in the ordinary course of business       
|               |  |    |  | transferable by
    delivery of such instruments with any necessary                     
|               |  |    |  | endorsements or
    assignments.                                                        



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 10 of 19



---

|Conditions And                 |  |    |  |                                                                                     |  |                                                                                     
|------------------------------ |  | -- |  | ----------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|Limitations                    |  |    |  |                                                                                     |  |                                                                                     
|                              
|                              
|Definitions                    |  |    |  | m.                                                                                  |  | Subsidiarymeans any
    organization that, at the inception date of this Bond,      
|(continued)                    |  |    |  |                                                                                     |  | is named in the
    APPLICATION or is created during the BOND PERIOD and            
|                               |  |    |  |                                                                                     |  | of which more than
    fifty percent (50%) of the outstanding securities or voting  
|                               |  |    |  |                                                                                     |  | rights representing
    the present right to vote for election of directors is owned
|                               |  |    |  |                                                                                     |  | or controlled by the
    ASSURED either directly or through one or more of its      
|                               |  |    |  |                                                                                     |  | subsidiaries.                                                                       
|                              
|                               |  |    |  | n.                                                                                  |  | Transportation
    Companymeans any organization which provides its own             
|                               |  |    |  |                                                                                     |  | or its leased
    vehicles for transportation or which provides freight forwarding  
|                               |  |    |  |                                                                                     |  | or air express
    services.                                                        
|                              
|                               |  |    |  | o.                                                                                  |  | Voice Initiated
    Electionmeans any election concerning dividend options          
|                               |  |    |  |                                                                                     |  | available to
    Investment
    Companyshareholders or subscribers which is         
|                               |  |    |  |                                                                                     |  | requested by voice
    over the telephone.                                          
|                              
|                               |  |    |  | p.                                                                                  |  | Voice Initiated
    Redemption
    means any redemption
    of shares issued by an  
|                               |  |    |  |                                                                                     |  | Investment
    Companywhich is requested by voice over the telephone.               
|                              
|                               |  |    |  | q.                                                                                  |  | Voice Initiated
    Funds Transfer Instruction
    means anyVoice Initiated         
|                               |  |    |  |                                                                                     |  | Redemptionor
    Voice
    Initiated Election.                                      
|                              
|                               |  |    |  | For the purposes of
    these definitions, the singular includes the plural and the
|                               |  |    |  | plural includes the
    singular, unless otherwise indicated.                      
|                              
|                              
|General
    Exclusions -       |  | 2. |  | This bond does
    not directly or indirectly cover:                               
|Applicable to
    All Insuring |  |    |  | a.                                                                                  |  | loss not reported to
    the COMPANY in writing within sixty (60) days after        
|Clauses                        |  |    |  |                                                                                     |  | termination of this
    Bond as an entirety;                                        
|                              
|                               |  |    |  | b.                                                                                  |  | loss due to riot or
    civil commotion outside the United States of America and    
|                               |  |    |  |                                                                                     |  | Canada, or any loss
    due to military, naval or usurped power, war or             
|                               |  |    |  |                                                                                     |  | insurrection. This
    Section 2.b., however, shall not apply to loss which occurs  
|                               |  |    |  |                                                                                     |  | in transit in the
    circumstances recited in INSURING CLAUSE 3., provided         
|                               |  |    |  |                                                                                     |  | that when such
    transit was initiated there was no knowledge on the part of      
|                               |  |    |  |                                                                                     |  | any person acting for
    the ASSURED of such riot, civil commotion, military,      
|                               |  |    |  |                                                                                     |  | naval or usurped
    power, war or insurrection;                                    
|                              
|                               |  |    |  | c.                                                                                  |  | loss resulting from
    the effects of nuclear fission or fusion or radioactivity;  
|                              
|                               |  |    |  | d.                                                                                  |  | loss of potential
    income including, but not limited to, interest and dividends  
|                               |  |    |  |                                                                                     |  | not realized by the
    ASSURED or by any customer of the ASSURED;                  
|                              
|                               |  |    |  | e.                                                                                  |  | damages of any type
    for which the ASSURED is legally liable, except             
|                               |  |    |  |                                                                                     |  | compensatory damages,
    but not multiples thereof, arising from a loss            
|                               |  |    |  |                                                                                     |  | covered under this
    Bond;                                                        
|                              
|                               |  |    |  | f.                                                                                  |  | costs, fees and
    expenses incurred by the ASSURED in establishing the            
|                               |  |    |  |                                                                                     |  | existence of or
    amount of loss under this Bond, except to the extent covered    
|                               |  |    |  |                                                                                     |  | under INSURING CLAUSE
    11.;                                                      
|                              
|                               |  |    |  | g.                                                                                  |  | loss resulting from
    indirect or consequential loss of any nature;               



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 11 of 19



---

|Conditions And                 |  |    |  |                                                      |  |                                                                                  |  |                                                                         |  |                                                                  
|------------------------------ |  | -- |  | ---------------------------------------------------- |  | -------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | -----------------------------------------------------------------
|Limitations                    |  |    |  |                                                      |  |                                                                                  |  |                                                                         |  |                                                                  
|                              
|                              
|General
    Exclusions -       |  |    |  | h.                                                   |  | loss resulting from
    dishonest acts by any member of the Board of Directors  
|Applicable to
    All Insuring |  |    |  |                                                      |  | or Board of Trustees
    of the ASSURED who is not anEmployee,
    acting       
|Clauses                        |  |    |  |                                                      |  | alone or in collusion
    with others;                                          
|(continued)                    |  |    |  | i.                                                   |  | loss, or that part of
    any loss, resulting solely from any violation by the  
|                               |  |    |  |                                                      |  | ASSURED or by anyEmployee:                                                      
|                               |  |    |  |                                                      |  | (1)                                                                              |  | of any law
    regulating:                                             
|                               |  |    |  |                                                      |  |                                                                                  |  | a.                                                                      |  | the issuance,
    purchase or sale of securities,                
|                               |  |    |  |                                                      |  |                                                                                  |  | b.                                                                      |  | securities
    transactions on security or commodity exchanges or
|                               |  |    |  |                                                      |  |                                                                                  |  |                                                                         |  | the over the counter
    market,                                 
|                               |  |    |  |                                                      |  |                                                                                  |  | c.                                                                      |  | investment companies,                                            
|                               |  |    |  |                                                      |  |                                                                                  |  | d.                                                                      |  | investment advisors,
    or                                      
|                               |  |    |  |                                                      |  | (2)                                                                              |  | of any rule or
    regulation made pursuant to any such law; or        
|                               |  |    |  | j.                                                   |  | loss of confidential
    information, material or data;                         
|                               |  |    |  | k.                                                   |  | loss resulting from
    voice requests or instructions received over the        
|                               |  |    |  |                                                      |  | telephone, provided
    however, this Section 2.k. shall not apply to INSURING  
|                               |  |    |  |                                                      |  | CLAUSE 7. or 9.                                                                 
|                              
|                              
|Specific
    Exclusions -      |  | 3. |  | This Bond does
    not directly or indirectly cover:
|Applicable To
    All Insuring |  |    |  | a.                                                   |  | loss caused by anEmployee,
    provided, however, this Section 3.a. shall not   
|Clauses Except
    Insuring    |  |    |  |                                                      |  | apply to loss covered
    under INSURING CLAUSE 2. or 3. which results          
|Clause 1.                      |  |    |  |                                                      |  | directly from
    misplacement, mysterious unexplainable disappearance, or      
|                               |  |    |  |                                                      |  | damage or destruction
    ofProperty;                                           
|                               |  |    |  | b.                                                   |  | loss through the
    surrender of property away from premises of the ASSURED    
|                               |  |    |  |                                                      |  | as a result of a
    threat:                                                    
|                               |  |    |  |                                                      |  | (1)                                                                              |  | to do bodily harm to
    any natural person, except loss ofPropertyin  
|                               |  |    |  |                                                      |  |                                                                                  |  | transit in the
    custody of any person acting as messenger of the    
|                               |  |    |  |                                                      |  |                                                                                  |  | ASSURED, provided
    that when such transit was initiated there was no
|                               |  |    |  |                                                      |  |                                                                                  |  | knowledge by the
    ASSURED of any such threat, and provided further  
|                               |  |    |  |                                                      |  |                                                                                  |  | that this Section
    3.b. shall not apply to INSURING CLAUSE 7., or   
|                               |  |    |  |                                                      |  | (2)                                                                              |  | to do damage to the
    premises orPropertyof the ASSURED;             
|                               |  |    |  | c.                                                   |  | loss resulting from
    payments made or withdrawals from any account           
|                               |  |    |  |                                                      |  | involving erroneous
    credits to such account;                                
|                               |  |    |  | d.                                                   |  | loss involving
    Items of
    Depositwhich are not finally paid for any reason
|                               |  |    |  |                                                      |  | provided however,
    that this Section 3.d. shall not apply to INSURING        
|                               |  |    |  |                                                      |  | CLAUSE 10.;                                                                     
|                               |  |    |  | e.                                                   |  | loss of property
    while in the mail;                                         



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 12 of 19



---

|Conditions And                 |  |    |  |                                                                                           |  |                                                                                    |  |            |  |               |  |                |  |        
|------------------------------ |  | -- |  | ----------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | ---------- |  | ------------- |  | -------------- |  | -------
|Limitations                    |  |    |  |                                                                                           |  |                                                                                    |  |            |  |               |  |                |  |        
|                              
|                              
|Specific
    Exclusions -      |  |    |  | f.                                                                                        |  | loss resulting from
    the failure for any reason of a financial or depository   
|Applicable To
    All Insuring |  |    |  |                                                                                           |  | institution, its
    receiver or other liquidator to pay or deliver funds or other
|Clauses Except
    Insuring    |  |    |  |                                                                                           |  | Propertyto the ASSURED
    provided further that this Section 3.f. shall not      
|Clause 1.                      |  |    |  |                                                                                           |  | apply to loss ofPropertyresulting directly from robbery, burglary,                
|(continued)                    |  |    |  |                                                                                           |  | misplacement,                                                                      |  | mysterious |  | unexplainable |  | disappearance, |  | damage,
|                               |  |    |  |                                                                                           |  | destruction or
    removal from the possession, custody or control of the         
|                               |  |    |  |                                                                                           |  | ASSURED.                                                                           |  |            |  |               |  |                |  |        
|                               |  |    |  | g.                                                                                        |  | loss ofPropertywhile in the
    custody of aTransportation
    Company,           
|                               |  |    |  |                                                                                           |  | provided however,
    that this Section 3.g. shall not apply to INSURING          
|                               |  |    |  |                                                                                           |  | CLAUSE 3.;                                                                         |  |            |  |               |  |                |  |        
|                               |  |    |  | h.                                                                                        |  | loss resulting from
    entries or changes made by a natural person with          
|                               |  |    |  |                                                                                           |  | authorized access to
    aComputer System
    who acts in good
    faith on       
|                               |  |    |  |                                                                                           |  | instructions, unless
    such instructions are given to that person by a software 
|                               |  |    |  |                                                                                           |  | contractor or its
    partner, officer, or employee authorized by the ASSURED to  
|                               |  |    |  |                                                                                           |  | design, develop,
    prepare, supply, service, write or implement programs for    
|                               |  |    |  |                                                                                           |  | the ASSURED's
    Computer
    System; or                                          |  |            |  |              
|                               |  |    |  | i.                                                                                        |  | loss resulting
    directly or indirectly from the input of data into aComputer   
|                               |  |    |  |                                                                                           |  | Systemterminal, either
    on the premises of the customer of the ASSURED         
|                               |  |    |  |                                                                                           |  | or under the control
    of such a customer, by a customer or other person who    
|                               |  |    |  |                                                                                           |  | had authorized access
    to the customer's authentication mechanism.             
|                              
|                              
|Specific
    Exclusions -      |  | 4. |  | This bond does
    not directly or indirectly cover:                                      |  |                                                                                    |  |           
|Applicable To
    All Insuring |  |    |  | a.                                                                                        |  | loss resulting from
    the complete or partial non-payment of or default on any  
|Clauses Except
    Insuring    |  |    |  |                                                                                           |  | loan whether such
    loan was procured in good faith or through trick, artifice, 
|Clauses 1.,
    4., And 5.     |  |    |  |                                                                                           |  | fraud or false
    pretenses; provided, however, this Section 4.a. shall not apply
|                               |  |    |  |                                                                                           |  | to INSURING CLAUSE
    8.;                                                         |  |            |  |               |  |               
|                               |  |    |  | b.                                                                                        |  | loss resulting from
    forgery or any alteration;                                 |  |            |  |              
|                               |  |    |  | c.                                                                                        |  | loss involving a
    counterfeit provided, however, this Section 4.c. shall not   
|                               |  |    |  |                                                                                           |  | apply to INSURING
    CLAUSE 5. or 6.                                              |  |            |  |              
|                              
|                              
|Limit Of
    Liability/Non-    |  | 5. |  | At all times prior to
    termination of this Bond, this Bond shall continue in force for
|Reduction And
    Non-         |  |    |  | the limit stated in
    the applicable sections of ITEM 2. of the DECLARATIONS,          
|Accumulation
    Of Liability  |  |    |  | notwithstanding any
    previous loss for which the COMPANY may have paid or be          
|                               |  |    |  | liable to pay under
    this Bond provided, however, that the liability of the COMPANY   
|                               |  |    |  | under this Bond with
    respect to all loss resulting from:                              |  |                                                                                   
|                               |  |    |  | a.                                                                                        |  | any one act of
    burglary, robbery or hold-up, or attempt thereat, in which no  
|                               |  |    |  |                                                                                           |  | Employeeis concerned or
    implicated, or                                         |  |            |  |              
|                              
|                               |  |    |  | b.                                                                                        |  | any one unintentional
    or negligent act on the part of any one person          
|                               |  |    |  |                                                                                           |  | resulting in damage
    to or destruction or misplacement ofProperty,
    or      
|                              
|                               |  |    |  | c.                                                                                        |  | all acts, other than
    those specified in a. above, of any one person, or       



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 13 of 19



---

|Conditions And                |  |    |  |                                                                                       |  |                                                                                        
|----------------------------- |  | -- |  | ------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|Limitations                   |  |    |  |                                                                                       |  |                                                                                        
|                             
|                             
|Limit Of
    Liability/Non-   |  |    |  | d.                                                                                    |  | any one casualty or
    event other than those specified in a., b., or c. above,       
|Reduction And
    Non-        |  |    |  | shall be deemed to be
    one loss and shall be limited to the applicable LIMIT OF   
|Accumulation
    Of Liability |  |    |  | LIABILITY stated in
    ITEM 2. of the DECLARATIONS of this Bond irrespective of     
|(continued)                   |  |    |  | the total amount of
    such loss or losses and shall not be cumulative in amounts   
|                              |  |    |  | from year to year or
    from period to period.                                      
|                             
|                              |  |    |  | All acts, as
    specified in c. above, of any one person which                      
|                             
|                              |  |    |  | i.                                                                                    |  | directly or
    indirectly aid in any way wrongful acts of any other person or         
|                              |  |    |  |                                                                                       |  | persons, or                                                                            
|                             
|                              |  |    |  | ii.                                                                                   |  | permit the
    continuation of wrongful acts of any other person or persons            
|                             
|                              |  |    |  | whether such acts are
    committed with or without the knowledge of the wrongful    
|                              |  |    |  | acts of the person so
    aided, and whether such acts are committed with or without 
|                              |  |    |  | the intent to aid
    such other person, shall be deemed to be one loss with the     
|                              |  |    |  | wrongful acts of all
    persons so aided.                                           
|                             
|                             
|Discovery                     |  | 6. |  | This Bond applies
    only to loss first discovered by an officer of the ASSURED     
|                              |  |    |  | during the BOND
    PERIOD. Discovery occurs at the earlier of an officer of the     
|                              |  |    |  | ASSURED being aware
    of:                                                          
|                             
|                              |  |    |  | a.                                                                                    |  | facts which may
    subsequently result in a loss of a type covered by this Bond,      
|                              |  |    |  |                                                                                       |  | or                                                                                     
|                             
|                              |  |    |  | b.                                                                                    |  | an actual or
    potential claim in which it is alleged that the ASSURED is liable     
|                              |  |    |  |                                                                                       |  | to a third party,                                                                      
|                             
|                              |  |    |  | regardless of when
    the act or acts causing or contributing to such loss occurred,
|                              |  |    |  | even though the
    amount of loss does not exceed the applicable DEDUCTIBLE         
|                              |  |    |  | AMOUNT, or the exact
    amount or details of loss may not then be known.            
|                             
|                             
|Notice To
    Company -       |  | 7. |  | a.                                                                                    |  | The ASSURED shall
    give the COMPANY notice thereof at the earliest                  
|Proof - Legal
    Proceedings |  |    |  |                                                                                       |  | practicable moment,
    not to exceed sixty (60) days after discovery of loss, in      
|Against
    Company           |  |    |  |                                                                                       |  | an amount that is in
    excess of 50% of the applicable DEDUCTIBLE                    
|                              |  |    |  |                                                                                       |  | AMOUNT, as stated in
    ITEM 2. of the DECLARATIONS.                                  
|                             
|                              |  |    |  | b.                                                                                    |  | The ASSURED shall
    furnish to the COMPANY proof of loss, duly sworn to,             
|                              |  |    |  |                                                                                       |  | with full particulars
    within six (6) months after such discovery.                  
|                             
|                              |  |    |  | c.                                                                                    |  | Securities listed in
    a proof of loss shall be identified by certificate or bond    
|                              |  |    |  |                                                                                       |  | numbers, if issued
    with them.                                                      
|                             
|                              |  |    |  | d.                                                                                    |  | Legal proceedings for
    the recovery of any loss under this Bond shall not be        
|                              |  |    |  |                                                                                       |  | brought prior to the
    expiration of sixty (60) days after the proof of loss is filed
|                              |  |    |  |                                                                                       |  | with the COMPANY or
    after the expiration of twenty-four (24) months from           
|                              |  |    |  |                                                                                       |  | the discovery of such
    loss.                                                        
|                              |  |    |  | e.                                                                                    |  | This Bond affords
    coverage only in favor of the ASSURED. No claim, suit,           
|                              |  |    |  |                                                                                       |  | action or legal
    proceedings shall be brought under this Bond by anyone             
|                              |  |    |  |                                                                                       |  | other than the
    ASSURED.                                                            



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 14 of 19



---

|Conditions And                |  |    |  |                                                                                              |  |                                                                                    
|----------------------------- |  | -- |  | -------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------
|Limitations                   |  |    |  |                                                                                              |  |                                                                                    
|                             
|                             
|Notice To
    Company -       |  |    |  | f.                                                                                           |  | Proof of loss
    involvingVoice Initiated
    Funds Transfer Instruction
    shall
|Proof - Legal
    Proceedings |  |    |  |                                                                                              |  | include electronic
    recordings of such instructions.                            
|Against
    Company           |  |    |  |                                                                                              |  |                                                                                    
|(continued)                   |  |    |  |                                                                                              |  |                                                                                    
|                             
|                             
|Deductible
    Amount         |  | 8. |  | The COMPANY shall not
    be liable under any INSURING CLAUSES of this Bond                 
|                              |  |    |  | on account of loss
    unless the amount of such loss, after deducting the net amount       
|                              |  |    |  | of all reimbursement
    and/or recovery obtained or made by the ASSURED, other             
|                              |  |    |  | than from any Bond or
    policy of insurance issued by an insurance company and            
|                              |  |    |  | covering such loss,
    or by the COMPANY on account thereof prior to payment by            
|                              |  |    |  | the COMPANY of such
    loss, shall exceed the DEDUCTIBLE AMOUNT set forth in               
|                              |  |    |  | ITEM 3. of the
    DECLARATIONS, and then for such excess only, but in no event             
|                              |  |    |  | for more than the
    applicable LIMITS OF LIABILITY stated in ITEM 2. of the               
|                              |  |    |  | DECLARATIONS.                                                                               
|                             
|                              |  |    |  | There shall be no
    deductible applicable to any loss under INSURING CLAUSE 1.            
|                              |  |    |  | sustained by anyInvestment Company.                                                         
|                             
|                             
|Valuation                     |  | 9. |  | BOOKS OF ACCOUNT
    OR OTHER RECORDS                                                       
|                              |  |    |  | The value of any loss
    ofPropertyconsisting of books of account or other records         
|                              |  |    |  | used by the ASSURED
    in the conduct of its business shall be the amount paid by          
|                              |  |    |  | the ASSURED for blank
    books, blank pages, or other materials which replace the          
|                              |  |    |  | lost books of account
    or other records, plus the cost of labor paid by the              
|                              |  |    |  | ASSURED for the
    actual transcription or copying of data to reproduce such books         
|                              |  |    |  | of account or other
    records.                                                            
|                             
|                              |  |    |  | The value of any loss
    ofPropertyother than books of account or other records            
|                              |  |    |  | used by the ASSURED
    in the conduct of its business, for which a claim is made           
|                              |  |    |  | shall be determined
    by the average market value of suchPropertyon the                   
|                              |  |    |  | business day
    immediately preceding discovery of such loss provided, however,            
|                              |  |    |  | that the value of anyPropertyreplaced by the ASSURED with the consent of the                
|                              |  |    |  | COMPANY and prior to
    the settlement of any claim for suchPropertyshall be the           
|                              |  |    |  | actual market value
    at the time of replacement.                                         
|                             
|                              |  |    |  | In the case of a loss
    of interim certificates, warrants, rights or other securities, the
|                              |  |    |  | production of which
    is necessary to the exercise of subscription, conversion,           
|                              |  |    |  | redemption or deposit
    privileges, the value of them shall be the market value of        
|                              |  |    |  | such privileges
    immediately preceding their expiration if said loss is not discovered   
|                              |  |    |  | until after their
    expiration. If no market price is quoted for suchPropertyor for       
|                              |  |    |  | such privileges, the
    value shall be fixed by agreement between the parties.             
|                              |  |    |  | OTHER PROPERTY                                                                              
|                             
|                              |  |    |  | The value of any loss
    ofProperty,
    other than as stated above, shall be the actual   
|                              |  |    |  | cash value or the
    cost of repairing or replacing suchPropertywithPropertyof             
|                              |  |    |  | like quality and
    value, whichever is less.                                              



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 15 of 19



---

|Conditions And                         |  |                                                                                   |  |                                                                                         |  |                                                                                 
|-------------------------------------- |  | --------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|Limitations                            |  |                                                                                   |  |                                                                                         |  |                                                                                 
|(continued)                            |  |                                                                                   |  |                                                                                         |  |                                                                                 
|                                      
|                                      
|Securities
    Settlement              |  | 10.                                                                               |  | In the event of a
    loss of securities covered under this Bond, the COMPANY may,     
|                                       |  |                                                                                   |  | at its sole
    discretion, purchase replacement securities, tender the value of the   
|                                       |  |                                                                                   |  | securities in money,
    or issue its indemnity to effect replacement securities.      
|                                      
|                                       |  |                                                                                   |  | The indemnity
    required from the ASSURED under the terms of this Section            
|                                       |  |                                                                                   |  | against all loss,
    cost or expense arising from the replacement of securities by the
|                                       |  |                                                                                   |  | COMPANY'S indemnity
    shall be:                                                      
|                                      
|                                       |  |                                                                                   |  | a.                                                                                      |  | for securities having
    a value less than or equal to the applicable          
|                                       |  |                                                                                   |  |                                                                                         |  | DEDUCTIBLE AMOUNT -
    one hundred (100%) percent;                             
|                                      
|                                       |  |                                                                                   |  | b.                                                                                      |  | for securities having
    a value in excess of the DEDUCTIBLE AMOUNT but        
|                                       |  |                                                                                   |  |                                                                                         |  | within the applicable
    LIMIT OF LIABILITY - the percentage that the          
|                                       |  |                                                                                   |  |                                                                                         |  | DEDUCTIBLE AMOUNT
    bears to the value of the securities;                     
|                                      
|                                       |  |                                                                                   |  | c.                                                                                      |  | for securities having
    a value greater than the applicable LIMIT OF LIABILITY
|                                       |  |                                                                                   |  |                                                                                         |  | - the percentage that
    the DEDUCTIBLE AMOUNT and portion in excess of        
|                                       |  |                                                                                   |  |                                                                                         |  | the applicable LIMIT
    OF LIABILITY bears to the value of the securities.     
|                                      
|                                       |  |                                                                                   |  | The value referred to
    in Section 10.a., b., and c. is the value in accordance with 
|                                       |  |                                                                                   |  | Section 9, VALUATION,
    regardless of the value of such securities at the time the   
|                                       |  |                                                                                   |  | loss under the
    COMPANY'S indemnity is sustained.                                   
|                                      
|                                       |  |                                                                                   |  | The COMPANY is not
    required to issue its indemnity for any portion of a loss of    
|                                       |  |                                                                                   |  | securities which is
    not covered by this Bond; however, the COMPANY may do so       
|                                       |  |                                                                                   |  | as a courtesy to the
    ASSURED and at its sole discretion.                           
|                                       |  |                                                                                   |  | The ASSURED shall pay
    the proportion of the Company's premium charge for the       
|                                       |  |                                                                                   |  | Company's indemnity
    as set forth in Section 10.a., b., and c. No portion of the    
|                                       |  |                                                                                   |  | LIMIT OF LIABILITY
    shall be used as payment of premium for any indemnity           
|                                       |  |                                                                                   |  | purchased by the
    ASSURED to obtain replacement securities.                         
|                                      
|                                      
|Subrogation -
    Assignment -
    11. |  | In the event of a
    payment under this Bond, the COMPANY shall be subrogated to
|Recovery                               |  |                                                                                   |  | all of the ASSURED'S
    rights of recovery against any person or entity to the extent 
|                                       |  |                                                                                   |  | of such payment. On
    request, the ASSURED shall deliver to the COMPANY an           
|                                       |  |                                                                                   |  | assignment of the
    ASSURED'S rights, title and interest and causes of action        
|                                       |  |                                                                                   |  | against any person or
    entity to the extent of such payment.                        
|                                      
|                                       |  |                                                                                   |  | Recoveries, whether
    effected by the COMPANY or by the ASSURED, shall be            
|                                       |  |                                                                                   |  | applied net of the
    expense of such recovery in the following order:                
|                                      
|                                       |  |                                                                                   |  | a.                                                                                      |  | first, to the
    satisfaction of the ASSURED'S loss which would otherwise have 
|                                       |  |                                                                                   |  |                                                                                         |  | been paid but for the
    fact that it is in excess of the applicable LIMIT OF  
|                                       |  |                                                                                   |  |                                                                                         |  | LIABILITY,                                                                      
|                                      
|                                       |  |                                                                                   |  | b.                                                                                      |  | second, to the
    COMPANY in satisfaction of amounts paid in settlement of     
|                                       |  |                                                                                   |  |                                                                                         |  | the ASSURED'S claim,                                                            
|                                      
|                                       |  |                                                                                   |  | c.                                                                                      |  | third, to the ASSURED
    in satisfaction of the applicable DEDUCTIBLE          
|                                       |  |                                                                                   |  |                                                                                         |  | AMOUNT, and                                                                     



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 16 of 19



---

|Conditions And                 |  |     |  |                                                                                          |  |                                                                               
|------------------------------ |  | --- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------
|Limitations                    |  |     |  |                                                                                          |  |                                                                               
|                              
|                              
|Subrogation -
    Assignment - |  |     |  | d.                                                                                       |  | fourth, to the
    ASSURED in satisfaction of any loss suffered by the        
|Recovery                       |  |     |  |                                                                                          |  | ASSURED which was not
    covered under this Bond.                            
|(continued)                    |  |     |  | Recovery from
    reinsurance or indemnity of the COMPANY shall not be deemed a         
|                               |  |     |  | recovery under this
    section.                                                        
|                              
|                              
|Cooperation Of
    Assured     |  | 12. |  | At the COMPANY'S
    request and at reasonable times and places designated by           
|                               |  |     |  | the COMPANY, the
    ASSURED shall:                                                     
|                              
|                               |  |     |  | a.                                                                                       |  | submit to examination
    by the COMPANY and subscribe to the same under      
|                               |  |     |  |                                                                                          |  | oath,                                                                         
|                              
|                               |  |     |  | b.                                                                                       |  | produce for the
    COMPANY'S examination all pertinent records, and          
|                              
|                               |  |     |  | c.                                                                                       |  | cooperate with the
    COMPANY in all matters pertaining to the loss.         
|                              
|                               |  |     |  | The ASSURED shall
    execute all papers and render assistance to secure to the         
|                               |  |     |  | COMPANY the rights
    and causes of action provided for under this Bond. The           
|                               |  |     |  | ASSURED shall do
    nothing after loss to prejudice such rights or causes of action.   
|                              
|                              
|Termination                    |  | 13. |  | If the Bond is for a
    sole ASSURED, it shall not be terminated unless written notice 
|                               |  |     |  | shall have been given
    by the acting party to the affected party and to the          
|                               |  |     |  | Securities and
    Exchange Commission, Washington, D.C., not less than sixty (60)      
|                               |  |     |  | days prior to the
    effective date of such termination.                               
|                               |  |     |  | If the Bond is for a
    joint ASSURED, it shall not be terminated unless written notice
|                               |  |     |  | shall have been given
    by the acting party to the affected party, and by the         
|                               |  |     |  | COMPANY to all
    ASSUREDInvestment
    Companiesand to the Securities and             
|                               |  |     |  | Exchange Commission,
    Washington, D.C., not less than sixty (60) days prior to       
|                               |  |     |  | the effective date of
    such termination.                                             
|                               |  |     |  | This Bond will
    terminate as to any one ASSURED, other than anInvestment             
|                               |  |     |  | Company:                                                                                
|                              
|                               |  |     |  | a.                                                                                       |  | immediately on the
    taking over of such ASSURED by a receiver or other     
|                               |  |     |  |                                                                                          |  | liquidator or by
    State or Federal officials, or                           
|                              
|                               |  |     |  | b.                                                                                       |  | immediately on the
    filing of a petition under any State or Federal statute
|                               |  |     |  |                                                                                          |  | relative to
    bankruptcy or reorganization of the ASSURED, or assignment for
|                               |  |     |  |                                                                                          |  | the benefit of
    creditors of the ASSURED, or                               
|                              
|                               |  |     |  | c.                                                                                       |  | immediately upon such
    ASSURED ceasing to exist, whether through merger    
|                               |  |     |  |                                                                                          |  | into another entity,
    disposition of all of its assets or otherwise.       
|                              
|                               |  |     |  | The COMPANY shall
    refund the unearned premium computed at short rates in            
|                               |  |     |  | accordance with the
    standard short rate cancellation tables if terminated by the    
|                               |  |     |  | ASSURED or pro rata
    if terminated for any other reason.                             



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 17 of 19



---

|Conditions And             |  |     |  |                                                                                         |  |                                                                                 
|-------------------------- |  | --- |  | --------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|Limitations                |  |     |  |                                                                                         |  |                                                                                 
|                          
|                          
|Termination                |  |     |  | If any partner,
    director, trustee, or officer or supervisory employee of an        
|(continued)                |  |     |  | ASSURED not acting in
    collusion with anEmployeelearns of any
    dishonest act     
|                           |  |     |  | committed by suchEmployeeat any time, whether in the employment of the                 
|                           |  |     |  | ASSURED or otherwise,
    whether or not such act is of the type covered under this    
|                           |  |     |  | Bond, and whether
    against the ASSURED or any other person or entity, the           
|                           |  |     |  | ASSURED:                                                                               
|                          
|                           |  |     |  | a.                                                                                      |  | shall immediately
    remove suchEmployeefrom a position
    that would enable  
|                           |  |     |  |                                                                                         |  | suchEmployeeto cause the
    ASSURED to suffer a loss covered by this           
|                           |  |     |  |                                                                                         |  | Bond; and                                                                       
|                           |  |     |  | b.                                                                                      |  | within forty-eight
    (48) hours of learning that anEmployeehas committed      
|                           |  |     |  |                                                                                         |  | any dishonest act,
    shall notify the COMPANY, of such action and provide full
|                           |  |     |  |                                                                                         |  | particulars of such
    dishonest act.                                          
|                          
|                           |  |     |  | The COMPANY may
    terminate coverage as respects anyEmployeesixty (60)               
|                           |  |     |  | days after written
    notice is received by each ASSUREDInvestment
    Company        
|                           |  |     |  | and the Securities
    and Exchange Commission, Washington, D .C. of its desire to     
|                           |  |     |  | terminate this Bond
    as to suchEmployee.                                            
|                          
|                          
|Other
    Insurance        |  | 14. |  | Coverage under this
    Bond shall apply only as excess over any valid and collectible 
|                           |  |     |  | insurance, indemnity
    or suretyship obtained by or on behalf of:                    
|                          
|                           |  |     |  | a.                                                                                      |  | the ASSURED,                                                                    
|                           |  |     |  | b.                                                                                      |  | aTransportation
    Company,
    or                                             
|                          
|                           |  |     |  | c.                                                                                      |  | another entity on
    whose premises the loss occurred or which employed the    
|                           |  |     |  |                                                                                         |  | person causing the
    loss or engaged the messenger conveying theProperty      
|                           |  |     |  |                                                                                         |  | involved.                                                                       
|                          
|                          
|Conformity                 |  | 15. |  | If any limitation
    within this Bond is prohibited by any law controlling this Bond's
|                           |  |     |  | construction, such
    limitation shall be deemed to be amended so as to equal the     
|                           |  |     |  | minimum period of
    limitation provided by such law.                                 
|                          
|                          
|Change or
    Modification |  | 16. |  | This Bond or any
    instrument amending or affecting this Bond may not be changed     
|                           |  |     |  | or modified orally.
    No change in or modification of this Bond shall be effective   
|                           |  |     |  | except when made by
    written endorsement to this Bond signed by an authorized       
|                           |  |     |  | representative of the
    COMPANY.                                                     
|                          
|                           |  |     |  | If this Bond is for a
    sole ASSURED, no change or modification which would          
|                           |  |     |  | adversely affect the
    rights of the ASSURED shall be effective prior to sixty (60)  
|                           |  |     |  | days after written
    notice has been furnished to the Securities and Exchange        
|                           |  |     |  | Commission,
    Washington, D.C., by the acting party.                                 



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 18 of 19



---

|Conditions And             |  |                                                                                        
|-------------------------- |  | ---------------------------------------------------------------------------------------
|Limitations                |  |                                                                                        
|                          
|                          
|Change or
    Modification |  | If this Bond is for a
    joint ASSURED, no charge or modification which would         
|(continued)                |  | adversely affect the
    rights of the ASSURED shall be effective prior to sixty (60)  
|                           |  | days after written
    notice has been furnished to all insuredInvestment
    Companies
|                           |  | and to the Securities
    and Exchange Commission, Washington, D.C., by the            
|                           |  | COMPANY.                                                                               



|ICAP Bond (5-98)               |  |              
|------------------------------ |  | -------------
|Form 17-02-1421 (Ed.
    5-98) |  | Page 19 of 19



---

|FEDERAL
    INSURANCE COMPANY                                                               
|--------------------------------------------------------------------------------------------
|Endorsement No:                                                                             
|Bond Number:                                                                                
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC                                                  
|                                                                                            
|NAME OF
    ASSURED ENDORSEMENT                                                             
|It is agreed that the
    NAME OF ASSURED in the DECLARATIONS is amended to read as follows:
|Nicholas Company,
    Inc.                                                                  
|Nicholas Fund, Inc.                                                                         
|Nicholas II, Inc.                                                                           
|Nicholas Limited
    Edition, Inc.                                                          
|Nicholas Liberty Fund                                                                       
|Nicholas Equity
    Income Fund, Inc.                                                       
|Nicholas High Income
    Fund, Inc.                                                         
|Nicholas Money Market
    Fund, Inc.                                                        
|                                                                                            
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.      
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                           



|ICAP Bond                       |       
|------------------------------- | ------
|Form 17-02-0949 (Rev.
    1-97) | Page 1



---

|                                                       |  |                                              |  |                                                               |  | FEDERAL
    INSURANCE COMPANY                                                              
|------------------------------------------------------ |  | -------------------------------------------- |  | ------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------
|                                                      
|                                                       |  |                                              |  |                                                               |  | Endorsement No.: 2                                                                         
|                                                      
|                                                       |  |                                              |  |                                                               |  | Bond Number:                                                                               
|                                                      
|                                                      
|                                                      
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC             |  |                                             
|                                                      
|                                                       |  |                                              |  |                                                               |  | EXTENDED
    COMPUTER SYSTEMS ENDORSEMENT                                                  
|                                                      
|It is agreed that
    this Bond is amended as follows: |  |                                             
|                                                      
|1.                                                     |  | By adding the
    following INSURING CLAUSE: |  |                                                              
|                                                       |  | 12. Extended Computer
    Systems            |  |                                                              
|                                                       |  | A.                                           |  | Electronic Data,
    Electronic Media, Electronic Instruction |  |                                                                                            
|                                                       |  |                                              |  | Loss resulting
    directly from:                             |  |                                                                                            
|                                                       |  |                                              |  | (1)                                                           |  | the fraudulent
    modification ofElectronic Data,
    Electronic Media
    orElectronic   
|                                                       |  |                                              |  |                                                               |  | Instructionbeing
    stored within or being run within any system covered under this       
|                                                       |  |                                              |  |                                                               |  | INSURING CLAUSE,                                                                           
|                                                       |  |                                              |  | (2)                                                           |  | robbery, burglary,
    larceny or theft ofElectronic Data,
    Electronic Media
    or     
|                                                       |  |                                              |  |                                                               |  | Electronic
    Instructions,                                                               
|                                                      
|                                                       |  |                                              |  | (3)                                                           |  | the acts of a hacker
    causing damage or destruction ofElectronic Data,                  
|                                                       |  |                                              |  |                                                               |  | Electronic Mediaor
    Electronic
    Instruction
    owned by the ASSURED
    or for which
|                                                       |  |                                              |  |                                                               |  | the ASSURED is
    legally liable, while stored within aComputer Systemcovered             
|                                                       |  |                                              |  |                                                               |  | under this INSURING
    CLAUSE, or                                                         
|                                                       |  |                                              |  | (4)                                                           |  | the damage or
    destruction ofElectronic Data,
    Electronic Media
    orElectronic     
|                                                       |  |                                              |  |                                                               |  | Instructionowned by
    the ASSURED or for which the ASSURED is legally liable             
|                                                       |  |                                              |  |                                                               |  | while stored within aComputer System
    covered under
    INSURING CLAUSE 12,             
|                                                       |  |                                              |  |                                                               |  | provided such damage
    or destruction was caused by a computer program or                
|                                                       |  |                                              |  |                                                               |  | similar instruction
    which was written or altered to intentionally incorporate a hidden 
|                                                       |  |                                              |  |                                                               |  | instruction designed
    to damage or destroyElectronic Data,
    Electronic Media,
    or 
|                                                       |  |                                              |  |                                                               |  | Electronic
    Instruction
    in theComputer Systemin which
    the computer program      
|                                                       |  |                                              |  |                                                               |  | or instruction so
    written or so altered is used.                                       



|ICAP2 Bond                     |       
|------------------------------ | ------
|Form 17-02-2976 (Ed.
    1-02) | Page 1



---

|B. |  | Electronic
    Communication                                                                            
|-- |  | --------------------------------------------------------------------------------------------------------
|   |  | Loss resulting
    directly from the ASSURED having transferred, paid or delivered any                  
|   |  | funds or property,
    established any credit, debited any account or given any value on the            
|   |  | faith of any
    electronic communications directed to the ASSURED, which were                          
|   |  | transmitted or appear
    to have been transmitted through:                                             
|  
|   |  | (1)                                                                                                     
|  
|   |  | (2)                                                                                                     
|   |  | (3)                                                                                                     
|  
|   |  | directly into the
    ASSURED'SComputer Systemor
    Communication
    Terminal,
    and                
|   |  | fraudulently purport
    to have been sent by a customer, automated clearing house,                     
|   |  | custodian, or
    financial institution, but which communications were either not sent by said          
|   |  | customer, automated
    clearing house, custodian, or financial institution, or were                    
|   |  | fraudulently modified
    during physical transit ofElectronic Mediato the
    ASSURED or               
|   |  | during electronic
    transmission to the ASSURED'SComputer Systemor                                    
|   |  | Communication
    Terminal.                                                                             
|  
|C. |  | Electronic
    Transmission                                                                             
|   |  | Loss resulting
    directly from a customer of the ASSURED, any automated clearing house,               
|   |  | custodian, or
    financial institution having transferred, paid or delivered any funds or
    property,
|   |  | established any
    credit, debited any account or given any value on the faith of any
    electronic   
|   |  | communications,
    purporting to have been directed by the ASSURED to such customer,                   
|   |  | automated clearing
    house, custodian, or financial institution initiating, authorizing, or           
|   |  | acknowledging, the
    transfer, payment, delivery or receipt of funds or property, which               
|   |  | communications were
    transmitted through:                                                            
|  
|   |  | (1)                                                                                                     
|  
|   |  | (2)                                                                                                     
|   |  | (3)                                                                                                     
|  
|   |  | directly into aComputer System
    orCommunication
    Terminalof said customer,                        
|   |  | automated clearing
    house, custodian, or financial institution, and fraudulently purport to          
|   |  | have been directed by
    the ASSURED, but which communications were either not sent                    
|   |  | by the ASSURED, or
    were fraudulently modified during physical transit ofElectronic                  
|   |  | Mediafrom the ASSURED
    or during electronic transmission from the ASSURED'S                          
|   |  | Computer Systemor
    Communication
    Terminal,
    and for which loss the ASSURED is                 
|   |  | held to be legally
    liable.                                                                          



|ICAP2 Bond                     |       
|------------------------------ | ------
|Form 17-02-2976 (Ed.
    1-02) | Page 2



---

|2. |  | By adding to Section
    1., Definitions, the following:                                                
|-- |  | --------------------------------------------------------------------------------------------------------
|  
|   |  | r.                                                                                                      
|   |  |                                                                                                         
|   |  |                                                                                                         
|   |  | s.                                                                                                      
|   |  |                                                                                                         
|   |  |                                                                                                         
|   |  |                                                                                                         
|   |  | t.                                                                                                      
|   |  |                                                                                                         
|   |  | u.                                                                                                      
|   |  |                                                                                                         
|  
|   |  | v.                                                                                                      
|   |  |                                                                                                         
|3. |  | By adding the
    following Section after Section 4., Specific Exclusions-Applicable to All
    INSURING
|   |  | CLAUSES except 1.,
    4., and 5.:                                                                      
|  
|   |  | Section 4.A. Specific
    Exclusions-Applicable to INSURING CLAUSE 12                                   
|  
|   |  | This Bond does
    not directly or indirectly cover:                                                    
|  
|   |  | a.                                                                                                      
|   |  |                                                                                                         
|   |  |                                                                                                         
|   |  | b.                                                                                                      
|   |  |                                                                                                         
|   |  | c.                                                                                                      
|   |  |                                                                                                         
|   |  |                                                                                                         
|   |  | d.                                                                                                      
|   |  |                                                                                                         
|   |  |                                                                                                         
|   |  |                                                                                                         
|   |  | e.                                                                                                      
|   |  |                                                                                                         
|  
|   |  | f.                                                                                                      
|  
|   |  |                                                                                                         
|  
|   |  |                                                                                                         



|ICAP2 Bond                     |       
|------------------------------ | ------
|Form 17-02-2976 (Ed.
    1-02) | Page 3



---

|4.                                                                                     |  | By adding to Section
    9., Valuation, the following:                                                                     
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|                                                                                      
|                                                                                       |  | Electronic Data,
    Electronic Media, Or Electronic Instruction                                                           
|                                                                                      
|                                                                                       |  | In case of loss of,
    or damage to,Electronic Data,
    Electronic Media
    orElectronic
    Instruction
    used by    
|                                                                                       |  | the ASSURED in its
    business, the COMPANY shall be liable under this Bond only if such items are                        
|                                                                                       |  | actually reproduced
    form otherElectronic Data,
    Electronic Media
    orElectronic
    Instruction
    of the        
|                                                                                       |  | same kind or quality
    and then for not more than the cost of the blank media and/or the cost of
    labor for           
|                                                                                       |  | the actual
    transcription or copying of data which shall have been furnished by the
    ASSURED in order to             
|                                                                                       |  | reproduce such
    Electronic
    Data, Electronic Media
    orElectronic
    Instruction
    subject to the
    applicable
|                                                                                       |  | SINGLE LOSS LIMIT OF
    LIABILITY.                                                                                        
|                                                                                      
|                                                                                       |  | However, if suchElectronic Data
    can not be reproduced
    and saidElectronic Datarepresents                            
|                                                                                       |  | Securitiesor
    financial instruments having a value, then the loss will be valued as
    indicated in the                
|                                                                                       |  | SECURITIES and OTHER
    PROPERTY paragraphs of this Section.                                                              
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                     



|ICAP2 Bond                     |       
|------------------------------ | ------
|Form 17-02-2976 (Ed.
    1-02) | Page 4



---

|                                                       |  |                                                                                                 |  |                                                                                                    |  | FEDERAL
    INSURANCE COMPANY                                                         
|------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------
|                                                      
|                                                       |  |                                                                                                 |  |                                                                                                    |  | Endorsement No.: 3                                                                    
|                                                      
|                                                       |  |                                                                                                 |  |                                                                                                    |  | Bond Number:                                                                          
|                                                      
|                                                      
|                                                      
|NAME OF ASSURED:                                       |  | NICHOLAS
    COMPANY, INC                                                                       |  |                                                                                                   
|                                                      
|                                                       |  |                                                                                                 |  |                                                                                                    |  | TELEFACSIMILE
    INSTRUCTION FRAUD ENDORSEMENT                                       
|                                                      
|It is agreed that
    this Bond is amended as follows: |  |                                                                                                
|                                                      
|1.                                                     |  | By adding the
    following INSURING CLAUSE:                                                    |  |                                                                                                   
|                                                      
|                                                       |  | 13.                                                                                             |  | Telefacsimile
    Instruction                                                                      |  |                                                                                       
|                                                      
|                                                       |  |                                                                                                 |  | Loss resulting
    directly from the ASSURED having transferred, paid or delivered any            
|                                                       |  |                                                                                                 |  | funds or other
    Propertyor
    established any credit, debited any account or given any        
|                                                       |  |                                                                                                 |  | value on the faith of
    any fraudulent instructions sent by aCustomer,
    financial institution
|                                                       |  |                                                                                                 |  | or another office of
    the ASSURED byTelefacsimiledirectly
    to the ASSURED                   
|                                                       |  |                                                                                                 |  | authorizing or
    acknowledging the transfer, payment or delivery of funds orPropertyor          
|                                                       |  |                                                                                                 |  | the establishment of
    a credit or the debiting of an account or the giving of value by the     
|                                                       |  |                                                                                                 |  | ASSURED where suchTelefacsimile
    instructions:                                                  |  |                                                                                       
|                                                      
|                                                       |  |                                                                                                 |  | a.                                                                                                 |  | bear
    a valid test key exchanged between the ASSURED and aCustomeror               
|                                                       |  |                                                                                                 |  |                                                                                                    |  | another
    financial institution with authority to use such test key forTelefacsimile
|                                                       |  |                                                                                                 |  |                                                                                                    |  | instructions
    in the ordinary course of business, but which test key has been      
|                                                       |  |                                                                                                 |  |                                                                                                    |  | wrongfully
    obtained by a person who was not authorized to initiate, make,         
|                                                       |  |                                                                                                 |  |                                                                                                    |  | validate
    or authenticate a test key arrangement, and                              
|                                                      
|                                                       |  |                                                                                                 |  | b.                                                                                                 |  | fraudulently
    purport to have been sent by suchCustomeror financial
    institution
|                                                       |  |                                                                                                 |  |                                                                                                    |  | when
    suchTelefacsimile
    instructions were
    transmitted without the knowledge
|                                                       |  |                                                                                                 |  |                                                                                                    |  | or
    consent of suchCustomeror financial
    institution by a person other than such
|                                                       |  |                                                                                                 |  |                                                                                                    |  | Customeror
    financial institution and which bear aForgeryof a signature,           
|                                                       |  |                                                                                                 |  |                                                                                                    |  | provided
    that theTelefacsimileinstruction was verified by a direct call back to   
|                                                       |  |                                                                                                 |  |                                                                                                    |  | an
    employee of the financial institution, or a person thought by the ASSURED to   
|                                                       |  |                                                                                                 |  |                                                                                                    |  | be
    theCustomer,
    or an employee of another financial institution.              
|                                                      
|2.                                                     |  | By deleting from
    Section 1., Definitions, the definition ofCustomerin its entirety,
    and
|                                                       |  | substituting the
    following:                                                                 |  |                                                                                                   
|                                                      
|                                                       |  | d.                                                                                              |  | Customermeans an
    individual, corporate, partnership, trust customer, shareholder or           
|                                                       |  |                                                                                                 |  | subscriber of an
    Investment Company which has a written agreement with the                    
|                                                       |  |                                                                                                 |  | ASSURED for
    Voice
    Initiated Funds Transfer Instruction
    orTelefacsimile                
|                                                       |  |                                                                                                 |  | Instruction.                                                                                       |  |                                                                                       



|ICAP Bond                        |       
|-------------------------------- | ------
|Form 17-02-2367 (Rev.
    10-03) | Page 1



---

|3.                                                                                     |  | By adding to Section
    1., Definitions, the following:                                            |  |                                                                                           
|-------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|                                                                                      
|                                                                                       |  | w.                                                                                                  |  | Telefacsimilemeans a
    system of transmitting written documents by electronic signals   
|                                                                                       |  |                                                                                                     |  | over telephone lines
    to equipment maintained by the ASSURED for the purpose of        
|                                                                                       |  |                                                                                                     |  | reproducing a copy of
    said document.                                                  
|                                                                                       |  |                                                                                                     |  | communication sent by
    Telex or similar means of communication, or through an          
|                                                                                       |  |                                                                                                     |  | electronic
    communication system or through an automated clearing house.               
|                                                                                      
|4.                                                                                     |  | By adding to Section
    3., Specific Exclusions Applicable to All Insuring Clauses Except Insuring
|                                                                                       |  | Clause 1. the
    following:                                                                        |  |                                                                                           
|                                                                                      
|                                                                                       |  | j.                                                                                                  |  | loss resulting
    directly or indirectly fromTelefacsimileinstructions provided, however,
|                                                                                       |  |                                                                                                     |  | this exclusion shall
    not apply to this INSURING CLAUSE.                               
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                     



|ICAP Bond                        |       
|-------------------------------- | ------
|Form 17-02-2367 (Rev.
    10-03) | Page 2



---

|                                                       |  |                                                                                                          |  | FEDERAL
    INSURANCE COMPANY                                                                   
|------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|                                                      
|                                                       |  |                                                                                                          |  | Endorsement No.: 4                                                                              
|                                                      
|                                                       |  |                                                                                                          |  | Bond Number:                                                                                    
|                                                      
|                                                      
|                                                      
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC             |  |                                                                                                         
|                                                      
|                                                       |  |                                                                                                          |  | AUTOMATED
    TELEPHONE TRANSACTION ENDORSEMENT                                                 
|                                                      
|It is agreed that
    this Bond is amended as follows: |  |                                                                                                         
|1.                                                     |  | By adding the
    following INSURING CLAUSE:                                                             |  |                                                                                                 
|                                                       |  | 14. Automated
    Telephone System Transaction                                                           |  |                                                                                                 
|                                                       |  | Loss resulting
    directly from the ASSURED having transferred funds on the faith of any               
|                                                       |  | Automated
    Phone System (APS) Transaction,
    where the request for suchAPS                         
|                                                       |  | Transactionis
    unauthorized or fraudulent and is made with the intent to deceive. In order
    for   
|                                                       |  | coverage to apply
    under this INSURING CLAUSE the ASSURED shall maintain and follow all              
|                                                       |  | APS
    Designated Procedures.
    A single failure of the ASSURED to maintain and follow a             
|                                                       |  | particular
    APS
    Designated Procedure
    in a particularAPS
    Transaction
    will not preclude
|                                                       |  | coverage under this
    INSURING CLAUSE.                                                                 |  |                                                                                                 
|2.                                                     |  | By adding to Section
    1., Definitions, the following:                                                 |  |                                                                                                 
|                                                       |  | x.APS Designated
    Procedures
    means all of the
    following procedures:                          
|                                                      
|                                                       |  | (1)                                                                                                      |  | NoAPS Transactionshall be
    executed unless the shareholder or unitholder to whose            
|                                                       |  |                                                                                                          |  | account such anAPS
    Transaction
    relates has
    previously elected toAPS                 
|                                                       |  |                                                                                                          |  | Transactions.
    (Election in Application)                                                     
|                                                      
|                                                       |  | (2)                                                                                                      |  | AllAPS Transactionsshall be
    logged or otherwise recorded and the records shall be           
|                                                       |  |                                                                                                          |  | retained for at least
    six (6) months. (Logging)                                             
|                                                       |  |                                                                                                          |  | Information contained
    in the records shall be capable of being retrieved and produced       
|                                                       |  |                                                                                                          |  | within a reasonable
    time after retrieval of specific information is requested, at a success 
|                                                       |  |                                                                                                          |  | rate of no less than
    85 percent.                                                            
|                                                       |  | (3)                                                                                                      |  | The caller in any
    request for anAPS Transaction,
    before executing thatAPS               
|                                                       |  |                                                                                                          |  | Transactionmust enter
    a personal identification number (PIN), social security number        
|                                                       |  |                                                                                                          |  | and account number.
    (Identity Test)                                                         
|                                                       |  |                                                                                                          |  | If the caller fails
    to enter a correct PIN within three (3) attempts, the caller must not be
|                                                       |  |                                                                                                          |  | allowed additional
    attempts during the same telephone call to enter the PIN. The caller     
|                                                       |  |                                                                                                          |  | may either be
    instructed to redial a customer service representative or may be              
|                                                       |  |                                                                                                          |  | immediately connected
    to such a representative. (Limited attempts to Enter PIN)             



|ICAP Bond                       |       
|------------------------------- | ------
|Form 17-02-2345 (Ed.
    10-00) | Page 1



---

|   |  |                                                                                                          |  | (4)                                                                                                 |  | A written
    confirmation of anyAPS Transactionor change
    of address shall be mailed to  
|-- |  | -------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|   |  |                                                                                                          |  |                                                                                                     |  | the shareholder or
    unitholder to whose account such transaction relates, at the record   
|   |  |                                                                                                          |  |                                                                                                     |  | address, by the end
    of the insured's next regular processing cycle, but in no event later
|   |  |                                                                                                          |  |                                                                                                     |  | than five (5)
    business days following suchAPS Transaction.
    (Written Confirmation)    
|  
|   |  |                                                                                                          |  | (5)                                                                                                 |  | Access to the
    equipment which permits the entity receiving theAPS Transaction            
|   |  |                                                                                                          |  |                                                                                                     |  | request to process
    and effect the transaction shall be limited in the following manner:  
|   |  |                                                                                                          |  |                                                                                                     |  | (Access
    to APS Equipment)                                                                
|   |  | y.                                                                                                       |  | APS Electionmeans any
    election concerning various account features available to the            
|   |  |                                                                                                          |  | shareholder or
    unitholder which is made through theAutomated Phone
    Systemby
    means of   
|   |  |                                                                                                          |  | information
    transmitted by an individual caller through use of aAutomated Phone
    System.    
|   |  |                                                                                                          |  | These features
    include account statements, auto exchange, auto asset builder, automatic        
|   |  |                                                                                                          |  | withdrawal,
    dividend/capital gain options, dividend sweep, telephone balance consent and       
|   |  |                                                                                                          |  | change of address.                                                                                 
|   |  | z.                                                                                                       |  | APS Exchangemeans any
    exchange of shares or units in a registered account of one fund          
|   |  |                                                                                                          |  | into shares or units
    in an account with the same tax identification number and same            
|   |  |                                                                                                          |  | ownership-type code
    of another fund in the same complex pursuant to exchange privileges of     
|   |  |                                                                                                          |  | the two funds, which
    exchange is requested through theAutomated Phone
    Systemby             
|   |  |                                                                                                          |  | means of information
    transmitted by an individual caller through use of anAutomated Phone      
|   |  |                                                                                                          |  | System.                                                                                            
|  
|   |  | aa.                                                                                                      |  | APS Purchasemeans any
    purchase of shares or units issued by anInvestment
    Company           
|   |  |                                                                                                          |  | which is requested
    through anAutomated Phone
    System.                                       
|  
|   |  | bb.                                                                                                      |  | APS Redemptionmeans any
    redemption of shares or units issued by anInvestment                   
|   |  |                                                                                                          |  | Companywhich it
    requested through the telephone by means of information transmitted by         
|   |  |                                                                                                          |  | an individual caller
    through use of aAutomated Phone
    System.                               
|  
|   |  | cc.                                                                                                      |  | APS Transactionmeans anyAPS
    Purchase, APS Redemption, APS Election
    orAPS                   
|   |  |                                                                                                          |  | Exchange.                                                                                          
|  
|   |  | dd.                                                                                                      |  | Automated Phone
    Systemmeans an automated system which receives and converts to                 
|   |  |                                                                                                          |  | executable
    instructions transmissions through theAutomated Phone
    Systemthrough use of      
|   |  |                                                                                                          |  | a touch-tone keypad
    or other tone system; and always excluding transmissions from a            
|   |  |                                                                                                          |  | computer system or
    part thereof.                                                               
|3. |  | By adding the
    following Section after Section 4., Specific Exclusions-Applicable To All
    Insuring
|   |  | Clauses Except 1.,
    4., 5.:                                                                          
|   |  | Section 4.A Specific
    Exclusion-Applicable to Insuring Clause 14                                     
|   |  | This Bond does
    not directly or indirectly cover under Insuring Clause 14:                           
|   |  | Loss resulting from:                                                                                    
|   |  | a.                                                                                                       |  | the redemption of
    shares or units, where the proceeds of such redemption are made payable      
|   |  |                                                                                                          |  | to other than:                                                                                     
|   |  |                                                                                                          |  | (1)                                                                                                 |  | the shares or units
    of record,                                                           
|   |  |                                                                                                          |  | (2)                                                                                                 |  | a person designated
    to receive redemption proceeds, or                                   
|   |  |                                                                                                          |  | (3)                                                                                                 |  | a bank account
    designated to receive redemption proceeds, or                             
|   |  | b.                                                                                                       |  | the redemption of
    shares or units, where the proceeds of such redemption are paid by check     
|   |  |                                                                                                          |  | mailed to any
    address, unless such address has either been designated the shareholder or       
|   |  |                                                                                                          |  | unitholder by voice
    through anAutomated Phone
    Systemor
    in writing, at least thirty (30)
|   |  |                                                                                                          |  | days prior to such
    redemption, or                                                              



|ICAP Bond                       |       
|------------------------------- | ------
|Form 17-02-2345 (Ed.
    10-00) | Page 2



---

|c.                                                                                     |  | the redemption of
    shares or units, where shareholder or unitholder 
    of the 
    ASSURED |  |  |  |  |  | 
|-------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|                                                                                       |  | designated bank
    account of record.                                                          |  |  |  |  |  | 
|                                                                                      
|                                                                                      
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007. |  |                                                                                                 |  |  |  | 
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                      |  |                                                                                                 |  |  |  | 



|ICAP Bond                       |       
|------------------------------- | ------
|Form 17-02-2345 (Ed.
    10-00) | Page 3



---

|                                                       |  |                                                          |  |                                                                                                         |  | FEDERAL
    INSURANCE COMPANY                                                                   
|------------------------------------------------------ |  | -------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|                                                       |  |                                                          |  |                                                                                                         |  | Endorsement No.: 5                                                                              
|                                                       |  |                                                          |  |                                                                                                         |  | Bond Number:                                                                                    
|                                                      
|                                                      
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC             |  |                                                         
|                                                       |  |                                                          |  |                                                                                                         |  | UNAUTHORIZED
    SIGNATURE ENDORSEMENT                                                          
|It is agreed that
    this Bond is amended as follows: |  |                                                         
|1.                                                     |  | By adding the
    following INSURING CLAUSE:             |  |                                                                                                        
|                                                       |  | 15.                                                      |  | Unauthorized
    Signature                                                                              |  |                                                                                                 
|                                                       |  |                                                          |  | Loss resulting
    directly from the ASSURED having accepted, paid or cashed any check or              
|                                                       |  |                                                          |  | Withdrawal Ordermade or
    drawn on or against the account of the ASSURED'S customer which            
|                                                       |  |                                                          |  | bears the signature
    or endorsement of one other than a person whose name and signature is on       
|                                                       |  |                                                          |  | file with the ASSURED
    as a signatory on such account.                                               |  |                                                                                                 
|                                                       |  |                                                          |  | It shall be a
    condition precedent to the ASSURED'S right of recovery under this INSURING           
|                                                       |  |                                                          |  | CLAUSE that the
    ASSURED shall have on file signatures of all the persons who are signatories
    on
|                                                       |  |                                                          |  | such account.                                                                                           |  |                                                                                                 
|2.                                                     |  | By adding to Section
    1., Definitions, the following: |  |                                                                                                        
|                                                       |  | ee.                                                      |  | Instructionmeans a
    written order to the issuer of anUncertificated
    Securityrequesting that the 
|                                                       |  |                                                          |  | transfer, pledge or
    release from pledge of the specifiedUncertificated
    Securitybe registered.  
|                                                       |  | ff.                                                      |  | Uncertificated
    Securitymeans 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 on books maintained
|                                                       |  |                                                          |  |                                                                                                         |  | for that purpose by
    or on behalf of the issuer, and                                         
|                                                       |  |                                                          |  | (2)                                                                                                     |  | of a type commonly
    dealt in on securities exchanges 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.                                                   



|ICAP Bond                       |       
|------------------------------- | ------
|Form 17-02-5602 (Ed.
    10-03) | Page 1



---

|gg.                                                                                    |  | Withdrawal Ordermeans a
    non-negotiable instrument, other than anInstruction,
    signed by a
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------
|                                                                                       |  | customer of the
    ASSURED authorizing the ASSURED to debit the customer's account in the      
|                                                                                       |  | amount of funds
    stated therein.                                                             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.
|                                                                                      
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                     



|ICAP Bond                       |       
|------------------------------- | ------
|Form 17-02-5602 (Ed.
    10-03) | Page 2



---

|                                                                                       |  |                                                                                                                  |  | FEDERAL
    INSURANCE COMPANY                                 
|-------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------
|                                                                                       |  |                                                                                                                  |  | Endorsement No.:                                              
|                                                                                       |  |                                                                                                                  |  | Bond Number:                                                  
|                                                                                      
|                                                                                      
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC                                             |  |                                                                                                                 
|                                                                                       |  |                                                                                                                  |  | CLAIMS
    EXPENSE ENDORSEMENT                                
|It is agreed that
    this Bond is amended as follows:                                 |  |                                                                                                                 
|1.                                                                                     |  | By adding the
    following INSURING CLAUSE:                                                                     |  |                                                               
|                                                                                       |  | 16. Claims Expense                                                                                               |  |                                                               
|                                                                                       |  | Reasonable expense
    incurred by the ASSURED, solely for independent firms or individuals to                  
|                                                                                       |  | determine the amount
    of loss where:                                                                          |  |                                                               
|                                                                                       |  | (1)                                                                                                              |  | the loss is covered
    under the Bond, and                   
|                                                                                       |  | (2)                                                                                                              |  | the loss is in excess
    of the applicable DEDUCTIBLE AMOUNT.
|2.                                                                                     |  | Under General
    Exclusions-Applicable To All Insuring Clauses, Section 2.f. does not apply
    to loss covered
|                                                                                       |  | under this INSURING
    CLAUSE.                                                                                  |  |                                                               
|                                                                                      
|                                                                                      
|                                                                                      
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.
|                                                                                      
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                     



ICAP Bond

Form
17-02-6282 (Ed. 11-04)

---

|                                                                                       |  |                                                                           |  |                                                                                                   |  | FEDERAL
    INSURANCE COMPANY                                                                        
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|                                                                                       |  |                                                                           |  |                                                                                                   |  | Endorsement No.:                                                                                     
|                                                                                       |  |                                                                           |  |                                                                                                   |  | Bond Number:                                                                                         
|                                                                                      
|                                                                                      
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC                                             |  |                                                                          
|                                                                                       |  |                                                                           |  |                                                                                                   |  | STOP PAYMENT
    ORDER OR REFUSAL TO PAY CHECK ENDORSEMENT                                           
|It is agreed that
    this Bond is amended as follows:                                 |  |                                                                          
|1.                                                                                     |  | By adding the
    following INSURING CLAUSE:                              |  |                                                                                                  
|                                                                                       |  | ''17.                                                                     |  | Stop Payment Order or
    Refusal to Pay Check                                                    |  |                                                                                                      
|                                                                                       |  |                                                                           |  | Loss resulting
    directly from the ASSURED being legally liable to pay compensatory damages    
|                                                                                       |  |                                                                           |  | for:                                                                                              |  |                                                                                                      
|                                                                                       |  |                                                                           |  | a.                                                                                                |  | complying
    or failing to comply with notice from any customer of the ASSURED or any               
|                                                                                       |  |                                                                           |  |                                                                                                   |  | authorized
    representative of such customer, to stop payment on any check or draft made
    or    
|                                                                                       |  |                                                                           |  |                                                                                                   |  | drawn
    upon or against the ASSURED by such customer or by any authorized
    representative       
|                                                                                       |  |                                                                           |  |                                                                                                   |  | of
    such customer, or                                                                             
|                                                                                       |  |                                                                           |  | b.                                                                                                |  | refusing
    to pay any check or draft made or drawn upon or against the ASSURED by any              
|                                                                                       |  |                                                                           |  |                                                                                                   |  | customer
    of the ASSURED or by any authorized representative of such customer.''                  
|2.                                                                                     |  | By adding the
    following Specific Exclusion:                           |  |                                                                                                  
|                                                                                       |  | ''Section 4.A.
    Specific Exclusions - Applicable to INSURING CLAUSE 17 |  |                                                                                                  
|                                                                                       |  | This Bond does
    not directly or indirectly cover:                      |  |                                                                                                  
|                                                                                       |  | a.                                                                        |  | liability assumed by
    the ASSURED by agreement under any contract, unless such liability would
|                                                                                       |  |                                                                           |  | have attached to the
    ASSURED even in the absence of such agreement,                          
|                                                                                       |  | b.                                                                        |  | loss arising out of:                                                                              |  |                                                                                                      
|                                                                                       |  |                                                                           |  | (1)                                                                                               |  | libel,
    slander, wrongful entry, eviction, defamation, false arrest, false
    imprisonment,      
|                                                                                       |  |                                                                           |  |                                                                                                   |  | malicious
    prosecution, assault or battery,                                                       
|                                                                                       |  |                                                                           |  | (2)                                                                                               |  | sickness,
    disease, physical bodily harm, mental or emotional distress or anguish, or
    death of
|                                                                                       |  |                                                                           |  |                                                                                                   |  | any
    person, or                                                                                   
|                                                                                       |  |                                                                           |  | (3)                                                                                               |  | discrimination.''                                                                                    
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                     



ICAP Bond

Form
17-02-2365 (Ed. 10-00)

---

|                                                                                                                      |  |                               |  | ENDORSEMENT/RIDER
|--------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- |  | -----------------
|                                                                                                                     
|Effective date of                                                                                                     |  |                               |  |                  
|this
    endorsement/rider: November 16, 2007                                                                         |  | FEDERAL
    INSURANCE COMPANY
|                                                                                                                     
|                                                                                                                      |  | Endorsement/Rider No.         |  | 8                
|                                                                                                                     
|                                                                                                                      |  | To be attached to and         |  |                  
|                                                                                                                      |  | form a part of Bond
    No.   |  | 82126662         
|                                                                                                                     
|Issued to: NICHOLAS
    COMPANY, INC                                                                                  |  |                               |  |                  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|AUTOMATIC
    INCREASE IN LIMITS ENDORSEMENT                                                                         
|                                                                                                                     
|In consideration of
    the premium charged, it is agreed that GENERAL AGREEMENTS, Section C.
    Additional         
|Offices Or
    Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or
    Liabilities-Notice To     
|Company, is amended
    by adding the following subsection:                                                           |  |                              
|                                                                                                                     
|Automatic Increase in
    Limits for Newly Created Investment Companies or Increases in Assets                       
|                                                                                                                     
|If an increase in
    bonding limits is required pursuant to rule 17g-1 of the Investment Company
    Act of 1940    
|(''the Act''),
    including an increase due to the creation of a new registered management
    investment company,  
|the minimum required
    increase in limits shall take place automatically without payment of
    additional         
|premium for the
    remainder of the Bond Period, provided that the total combined Limit of
    Liability for all    
|ASSUREDS under this
    Bond does not exceed $5,175,000 as a result of such increase. If the Act
    requires        
|bonding limits in
    excess of $5,175,000, then the increase in limits shall not occur unless the
    COMPANY has   
|agreed in writing to
    do so.                                                                                       |  |                               |  |                  
|                                                                                                                     
|                                                                                                                     
|                                                                                                                     
|The title and any
    headings in this endorsement/rider are solely for convenience and form no
    part of the terms
|and conditions of
    coverage.                                                                                       |  |                               |  |                  
|                                                                                                                     
|All other terms,
    conditions and limitations of this Bond shall remain unchanged.                                 





14-02-11919 (03/2006) Page 1

---

|                                                                                                                 |  |                                                                                                               |  | FEDERAL
    INSURANCE COMPANY                                                                        
|---------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|                                                                                                                 |  |                                                                                                               |  | Endorsement No.:                                                                                     
|                                                                                                                 |  |                                                                                                               |  | Bond Number:                                                                                         
|                                                                                                                
|                                                                                                                
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC                                                                       |  |                                                                                                              
|                                                                                                                 |  |                                                                                                               |  | AUTOMATIC
    ACQUISITION PERCENTAGE THRESHOLD ENDORSEMENT                                           
|It is agreed that
    this Bond is amended by deleting in its entirety General Agreement C.,
    Additional     
|Offices or
    Employees-Consolidation, Merger or Purchase or Acquisition of Assets or
    Liabilities-Notice To
|Company, and
    substituting the following:                                                                     |  |                                                                                                              
|C.                                                                                                               |  | Additional Offices or
    Employees-Consolidation, Merger or Purchase or Acquisition Of Assets or            
|                                                                                                                 |  | Liabilities-Notice to
    Company                                                                             |  |                                                                                                      
|                                                                                                                 |  | If the ASSURED, other
    than anInvestment
    Company,
    while this Bond is in force, merges or          
|                                                                                                                 |  | consolidates with, or
    purchases or acquires assets or liabilities of another institution, the
    ASSURED
|                                                                                                                 |  | shall not have the
    coverage afforded under this Bond for loss which has:                                  |  |                                                                                                      
|                                                                                                                 |  | (1)                                                                                                           |  | occurred or will
    occur on premises,                                                              
|                                                                                                                 |  | (2)                                                                                                           |  | been caused or will
    be caused by an employee, or                                                 
|                                                                                                                 |  | (3)                                                                                                           |  | arisen or will arise
    out of the assets or liabilities,                                           
|                                                                                                                 |  | of such institution,
    unless the ASSURED:                                                                  |  |                                                                                                      
|                                                                                                                 |  | a.                                                                                                            |  | gives the COMPANY
    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    
|                                                                                                                 |  | b.                                                                                                            |  | obtains the written
    consent of the COMPANY to extend some or all of the coverage provided        
|                                                                                                                 |  |                                                                                                               |  | by this Bond to such
    additional exposure, and                                                    
|                                                                                                                 |  | c.                                                                                                            |  | on obtaining such
    consent, pays to the COMPANY an additional premium.                            
|                                                                                                                 |  | Notwithstanding
    anything stated above to the contrary, the COMPANY hereby agrees to provide              
|                                                                                                                 |  | coverage which shall
    be effective on the date of acquisition under this Bond for those acquired          
|                                                                                                                 |  | institutions in which
    the ASSURED owns greater than fifty percent (50%) of the voting stock or           
|                                                                                                                 |  | voting rights either
    directly or through one or more of its subsidiaries for the remainder of the        
|                                                                                                                 |  | BOND PERIOD, with no
    additional premium, provided the acquired institution meets all of the              
|                                                                                                                 |  | following conditions:                                                                                         |  |                                                                                                      
|                                                                                                                 |  | i.                                                                                                            |  | the assets shall not
    exceed fifteen percent (15%) of the ASSURED'S assets,                       
|                                                                                                                 |  | ii.                                                                                                           |  | there shall be
    neither any paid nor pending Bond claim for the three (3) year period prior
    to
|                                                                                                                 |  |                                                                                                               |  | the date of
    acquisition, and                                                                     
|                                                                                                                 |  | iii.                                                                                                          |  | the ASSURED is not
    aware of any disciplinary action or proceeding by State or Federal            
|                                                                                                                 |  |                                                                                                               |  | officials involving
    the acquired institution as of the date of acquisition.                      



|ICAP Bond                      |       
|------------------------------ | ------
|Form 17-02-6247 (Ed.
    3-04) | Page 1



---

|The COMPANY further
    agrees that as respects any acquisition that involves a State or Federal              
|--------------------------------------------------------------------------------------------------------------
|regulatory assisted
    acquisition or assumption of assets and/or liabilities, coverage shall be
    provided
|under this Bond for
    the remainder of the BOND PERIOD as long as conditions i. and ii. above are           
|met. As respects
    such acquisition or assumption of assets and/or liabilities, coverage
    applies only   
|to aSingle Lossfully
    sustained by the ASSURED on or after the date of such acquisition or                 
|assumption. All of
    the circumstances, conditions or acts causing or contributing to a
    Single Loss     
|must occur on or
    after the date of such acquisition or assumption for coverage to apply
    regardless    
|of the time such
    loss is discovered by the ASSURED.                                                       
|                                                                                                              
|                                                                                                              
|                                                                                                              
|                                                                                                              
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.                        
|                                                                                                              
|                                                                                                              
|                                                                                                              
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                                             



|ICAP Bond                      |       
|------------------------------ | ------
|Form 17-02-6247 (Ed.
    3-04) | Page 2



---

|                                                                                                                |  |                                                                                                            |  |                             |  | ENDORSEMENT/RIDER
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | --------------------------- |  | -----------------
|Effective date of                                                                                               |  |                                                                                                            |  |                            
|this
    endorsement/rider: November 16, 2007                                                                   |  | FEDERAL
    INSURANCE COMPANY                                                                             
|                                                                                                                |  |                                                                                                            |  | Endorsement/Rider
    No.   |  | 10               
|                                                                                                                |  |                                                                                                            |  | To be attached to
    and   |  |                  
|                                                                                                                |  |                                                                                                            |  | form a part of Bond
    No. |  | 82126662         
|                                                                                                               
|                                                                                                               
|Issued to: NICHOLAS
    COMPANY, INC                                                                            |  |                                                                                                            |  |                            
|                                                                                                                |  | DELETING
    VALUATION-OTHER PROPERTY AND AMENDING CHANGE OR MODIFICATION                                 
|                                                                                                                |  |                                                                                                            |  | ENDORSEMENT                 |  |                  
|In consideration of
    the premium charged, it is agreed that this Bond is amended as follows:                
|1.                                                                                                              |  | The paragraph titled
    Other Property in Section 9, Valuation, is deleted in its entirety.              
|2.                                                                                                              |  | The third paragraph
    in Section 16, Change or Modification, is deleted in its entirety and
    replaced
|                                                                                                                |  | with the following:                                                                                        |  |                             |  |                  
|                                                                                                                |  | If this Bond is for a
    joint ASSURED, no change or modification which would adversely affect the       
|                                                                                                                |  | rights of the ASSURED
    shall be effective prior to sixty (60) days after written notice has been       
|                                                                                                                |  | furnished to all
    insuredInvestment
    Companiesand the Securities and Exchange Commission,           
|                                                                                                                |  | Washington, D.C., by
    the COMPANY.                                                                      |  |                             |  |                  
|                                                                                                               
|                                                                                                               
|The title and any
    headings in this endorsement/rider are solely for convenience and form no
    part of the
|terms and conditions
    of coverage.                                                                           |  |                                                                                                            |  |                            
|All other terms,
    conditions and limitations of this Bond shall remain unchanged.                            |  |                                                                                                           





17-02-2437 (12/2006) rev. Page 1

---

|                                                       |  |                                                                                                                      |  | FEDERAL
    INSURANCE COMPANY                                                                               
|------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|                                                       |  |                                                                                                                      |  | Endorsement No:                                                                                             
|                                                       |  |                                                                                                                      |  | Bond Number:                                                                                                
|NAME OF ASSURED:
    NICHOLAS COMPANY, INC             |  |                                                                                                                     
|                                                      
|                                                      
|                                                       |  |                                                                                                                      |  | TERMINATION-NONRENEWAL-NOTICE
    ENDORSEMENT                                                               
|It is agreed that
    this Bond is amended as follows: |  |                                                                                                                     
|1.                                                     |  | By adding to Section
    13., Termination, the following:                                                            |  |                                                                                                             
|                                                       |  | "Termination By The
    Company                                                                                      |  |                                                                                                             
|                                                       |  | Bonds In Effect For
    More Than Sixty (60) Days                                                                    |  |                                                                                                             
|                                                       |  | If this Bond has been
    in effect for more than sixty (60) days, or, if this Bond is a renewal, the
    COMPANY   
|                                                       |  | may terminate by
    providing written notice of cancellation at least sixty (60) days before the
    effective date
|                                                       |  | of termination for at
    least one of the following reasons:                                                        |  |                                                                                                             
|                                                       |  | 1.                                                                                                                   |  | Nonpayment of
    premium;                                                                                  
|                                                       |  | 2.                                                                                                                   |  | Discovery of fraud or
    material misrepresentation in obtaining this Bond or in the presentation of
    a 
|                                                       |  |                                                                                                                      |  | claim thereunder;                                                                                           
|                                                       |  | 3.                                                                                                                   |  | Discovery of willful
    or reckless acts or omissions or violation of any provision of this Bond on
    the
|                                                       |  |                                                                                                                      |  | part of the ASSURED
    which substantially and materially increases any hazard insured against, and        
|                                                       |  |                                                                                                                      |  | which occurred
    subsequent to the inception of the current BOND PERIOD;                                  
|                                                       |  | 4.                                                                                                                   |  | Conviction of the
    ASSURED of a crime arising out of acts increasing the hazard insured
    against;     
|                                                       |  | 5.                                                                                                                   |  | Material change in
    the risk which increases the risk of loss after insurance coverage has been          
|                                                       |  |                                                                                                                      |  | issued or renewed,
    except to the extent that the COMPANY should reasonably have foreseen the            
|                                                       |  |                                                                                                                      |  | change, or
    contemplated the risk when the contract was written;                                         
|                                                       |  | 6.                                                                                                                   |  | Determination by the
    Commissioner that the continuation of the Bond would jeopardize a                  
|                                                       |  |                                                                                                                      |  | COMPANY'S solvency or
    would place the COMPANY in violation of the insurance laws of any                 
|                                                       |  |                                                                                                                      |  | state;                                                                                                      
|                                                       |  | 7.                                                                                                                   |  | Determination by the
    Commissioner that continuation of the present premium volume of the                
|                                                       |  |                                                                                                                      |  | COMPANY would
    jeopardize the COMPANY'S policyholders, creditors or the public;                          
|                                                       |  | 8.                                                                                                                   |  | Such other reasons
    that are approved by the Commissioner;                                               
|                                                       |  | 9.                                                                                                                   |  | Determination by the
    Commissioner that the COMPANY no longer has adequate reinsurance to                
|                                                       |  |                                                                                                                      |  | meet the ASSUREDS
    needs;                                                                                
|                                                       |  | 10.                                                                                                                  |  | Substantial breaches
    of contractual duties, conditions or warranties; or                                
|                                                       |  | 11.                                                                                                                  |  | Unfavorable
    underwriting facts, specific to the ASSURED, existing that were not present
    at the      
|                                                       |  |                                                                                                                      |  | inception of the
    Bond.                                                                                  



|ICAP Bond                        |       
|-------------------------------- | ------
|Form 17-02-1360 (Rev.
    10-99) | Page 1



---

|Bonds In Effect Sixty
    (60) Days Or Less                                                                          
|---------------------------------------------------------------------------------------------------------------------
|                                                                                                                     
|If this Bond has been
    in effect for sixty (60) days or less, and it is not a renewal Bond, the
    COMPANY       
|may terminate for any
    reason by providing written notice of termination at least sixty (60) days
    before the  
|effective date of
    termination.                                                                                   
|                                                                                                                     
|Notice Of Termination                                                                                                
|                                                                                                                     
|Notice of termination
    under this Section shall be mailed or delivered, by certified mail, return
    receipt     
|provided by the
    United States Postal Service, to the ASSURED and to the authorized agent or
    broker, if       
|any, at least sixty
    (60) days prior to the effective date of cancellation at the address shown
    on the        
|DECLARATIONS of this
    Bond.                                                                                       
|                                                                                                                     
|If this Bond is
    cancelled for nonpayment of premium, the COMPANY will mail or deliver, by
    certified          
|mail, return receipt
    provided by the United States Postal Service, a written notice at least
    thirty (30) days
|before the effective
    date of cancellation. The cancellation notice shall contain information
    regarding the   
|amount of premium due
    and the due date, and shall state the effect of nonpayment by the due date.                
|Cancellation shall
    not be effective if payment of the amount due is made prior to the effective
    date of      
|cancellation.                                                                                                        
|                                                                                                                     
|All notice of
    cancellation shall state the reason(s) for cancellation.                                           
|                                                                                                                     
|There is no liability
    on the part of, and no cause of action of any nature shall arise against,
    the          
|COMPANY, its
    authorized representatives, its employees, or any firm, person or
    corporation furnishing to     
|the COMPANY,
    information relating to the reasons for cancellation or nonrenewal, for any
    statement           
|made by them in
    complying or enabling the COMPANY to comply with this Section, for the
    provision of          
|information
    pertaining thereto, or for statements made or evidence submitted at any
    hearings conducted       
|in connection
    therewith, if such information was provided in good faith and without
    malice.                  
|                                                                                                                     
|Notice Of Nonrenewal                                                                                                 
|                                                                                                                     
|If the COMPANY elects
    not to renew this Bond, the COMPANY shall mail or deliver written notice, by               
|certified mail,
    return receipt, provided by the United States Postal Service, to the
    ASSURED, at his last    
|known address, at
    least sixty (60) days before the expiration date or before the anniversary
    date, if this   
|Bond has been written
    for a term of more than one (1) year. Such notice shall also be mailed to
    the          
|ASSURED'S agent or
    broker, if any.                                                                               
|                                                                                                                     
|Such notice shall
    contain all of the following:                                                                  
|                                                                                                                     
|a.                                                                                                                   
|                                                                                                                     
|b.                                                                                                                   
|                                                                                                                     
|c.                                                                                                                   
|                                                                                                                     
|d.                                                                                                                   
|                                                                                                                     
|e.                                                                                                                   
|                                                                                                                     
|Notice of nonrenewal
    shall not be required if the COMPANY or a COMPANY within the same insurance                 
|group has offered to
    issue a renewal Bond, the ASSURED has obtained replacement coverage or has                  
|agreed in writing to
    obtain replacement coverage, the ASSURED has requested or agreed to                         
|nonrenewal, or the
    Bond is expressly designated as nonrenewable.                                                 



|ICAP Bond                        |       
|-------------------------------- | ------
|Form 17-02-1360 (Rev.
    10-99) | Page 2



---

|                                                                                       |  | Return Premium
    Calculations                                                                                   
|-------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|                                                                                      
|                                                                                       |  | Any unearned premiums
    which have been paid by the ASSURED shall be refunded to the ASSURED on                 
|                                                                                       |  | a pro rata basis if
    terminated by the COMPANY or the ASSURED. The unearned premiums shall be                  
|                                                                                       |  | refunded to the
    ASSURED within forty-five (45) days of receipt of the request for
    cancellation or the     
|                                                                                       |  | effective date of
    cancellation, whichever is later.                                                           
|                                                                                      
|                                                                                       |  | Conditional Renewal                                                                                               
|                                                                                      
|                                                                                       |  | If the COMPANY offers
    or purports to renew the Bond, but on less favorable terms or at higher
    rates, the  
|                                                                                       |  | new terms or higher
    premiums may take effect on the renewal date, if the COMPANY mails or
    delivers        
|                                                                                       |  | by certified mail,
    return receipt provided by the United States Postal Service, to the ASSURED,
    notice of 
|                                                                                       |  | the new terms or
    premiums at least sixty (60) days prior to the renewal date. If the COMPANY
    notifies     
|                                                                                       |  | the ASSURED within
    sixty (60) days prior to the renewal date, the new terms or premiums do not
    take       
|                                                                                       |  | effect until sixty
    (60) days after the notice is mailed or delivered, in which case, the
    ASSURED may elect
|                                                                                       |  | to cancel the renewal
    Bond within the sixty (60) day period. If the COMPANY does not notify the               
|                                                                                       |  | ASSURED of the new
    terms or premiums, the COMPANY shall continue the Bond at the expiring terms               
|                                                                                       |  | and premiums until
    notice is given or until the effective date of replacement coverage is
    obtained by the 
|                                                                                       |  | ASSURED, whichever
    occurs first.''                                                                            
|                                                                                      
|2.                                                                                     |  | It is further
    understood and agreed that for the purposes of Section 13., Termination, any
    occurrence     
|                                                                                       |  | listed in this
    Section shall be considered to be a request by the ASSURED to immediately
    terminate this   
|                                                                                       |  | Bond.                                                                                                             
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|This Endorsement
    applies to loss discovered after 12:01 a.m. on November 16, 2007.
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                     



|ICAP Bond                        |       
|-------------------------------- | ------
|Form 17-02-1360 (Rev.
    10-99) | Page 3



---

|Effective date of                                                                                               |  |                                               |  |         
|--------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------- |  | --------
|this endorsement:
    November 16, 2007                                                                         |  | FEDERAL
    INSURANCE COMPANY                
|                                                                                                                |  | Endorsement No.: 12                          
|                                                                                                                |  | To be attached to and
    form a part of Bond
|                                                                                                                |  | Number:                                       |  | 82126662
|                                                                                                               
|                                                                                                               
|Issued to: NICHOLAS
    COMPANY, INC                                                                            |  |                                               |  |         
|COMPLIANCE
    WITH APPLICABLE TRADE SANCTION LAWS RIDER                                                       
|It is agreed that
    this insurance does not apply to the extent that trade or economic sanctions
    or other
|laws or regulations
    prohibit the coverage provided by this insurance.                                      
|                                                                                                               
|                                                                                                               
|                                                                                                               
|                                                                                                               
|ALL OTHER TERMS AND
    CONDITIONS OF THIS BOND REMAIN UNCHANGED.                                              



Form
14-02-9228 (Ed. 4/2004)

---

|Important
    Notice:                                                                                 
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|                                                                                                      
|                                                                                                      
|The SEC Requires
    Proof of Your Fidelity Insurance Policy                                          
|                                                                                                      
|Your company is now
    required to file an electronic copy of your fidelity insurance coverage       
|(Chubb's ICAP Bond
    policy) to the Securities and Exchange Commission (SEC), according to          
|rules adopted by the
    SEC on June 12, 2006.                                                        
|                                                                                                      
|Chubb is in the
    process of providing your agent/broker with an electronic copy of your            
|insurance policy as
    well as instructions on how to submit this proof of fidelity insurance        
|coverage to the SEC.
    You can expect to receive this information from your agent/broker            
|shortly.                                                                                              
|                                                                                                      
|The electronic copy
    of your policy is provided by Chubb solely as a convenience and does not      
|affect the terms and
    conditions of coverage as set forth in the paper policy you receive by mail. 
|The terms and
    conditions of the policy mailed to you, which are the same as those set
    forth in
|the electronic copy,
    constitute the entire agreement between your company and Chubb.              
|                                                                                                      
|If you have any
    questions, please contact your agent or broker.                                   



Form
14-02-12160 (ed. 7/2006)

---

|IMPORTANT
    NOTICE TO POLICYHOLDERS                                                                          
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|                                                                                                               
|                                                                                                               
|All of the members
    of the Chubb Group of Insurance companies doing business in the United                  
|States (hereinafter
    ''Chubb'') distribute their products through licensed insurance brokers and
    agents 
|(''producers'').
    Detailed information regarding the types of compensation paid by Chubb to
    producers on
|US insurance
    transactions is available under the Producer Compensation link located at
    the bottom of   
|the page at
    www.chubb.com, or by calling 1-866-588-9478. Additional information may be
    available       
|from your producer.                                                                                            
|                                                                                                               
|Thank you for
    choosing Chubb.                                                                              



10-02-1295 (ed. 5/2007)

---

|Chubb
    & Son,
    div. of Federal Insurance Company                                            
|--------------------------------------------------------------------------------------------------
|as
    manager of the member insurers of the                                                      
|Chubb
    Group of Insurance Companies                                                            
|                                                                                                  
|POLICYHOLDER                                                                                      
|DISCLOSURE
    NOTICE OF                                                                          
|TERRORISM
    INSURANCE COVERAGE                                                                  
|(for
    policies with no terrorism exclusion or sublimit)                                        
|You are hereby notified that,
    under the Terrorism Risk Insurance Act of 2002 (the ''Act'')    
|effective November 26, 2002,
    this policy makes available to you insurance for losses          
|arising out of certain acts of
    international terrorism. Terrorism is defined as any act       
|certified by the Secretary of
    the Treasury, in concurrence with the Secretary of State and    
|the Attorney General of the
    United States, to be an act of terrorism; to be a violent act or  
|an act that is dangerous to
    human life, property or infrastructure; to have resulted in       
|damage within the United
    States, or outside the United States in the case of an air carrier   
|or vessel or the premises of a
    United States Mission; and to have been committed by an        
|individual or individuals
    acting on behalf of any foreign person or foreign interest, as part 
|of an effort to coerce the
    civilian population of the United States or to influence the policy
|or affect the conduct of the
    United States Government by coercion.                            
|                                                                                                  
|You should know that the
    insurance provided by your policy for losses caused by acts of       
|terrorism is partially
    reimbursed by the United States under the formula set forth in the     
|Act. Under this formula, the
    United States pays 90% of covered terrorism losses that          
|exceed the statutorily
    established deductible to be paid by the insurance company             
|providing the coverage. The
    portion of your policy's annual premium that is attributable to   
|insurance for such acts of
    terrorism is: $-0-.                                                
|                                                                                                  
|If you have any questions
    about this notice, please contact your agent or broker.             



Form
10-02-1281 (Ed. 1/2003)

---



|NICHOLAS EQUITY INCOME FUND, INC.
|---------------------------------

Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not interested persons of the Fund



|Resolutions adopted on July 23, 2007:
|-------------------------------------

BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the
form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g);

FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an approximate aggregate amount of approximately
$5.125 million, as of June 30, 2007, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds.

FURTHER RESOLVED,that based upon the relative risks presented by the eight joint insureds to the joint Bond, the relative sizes of the seven mutual
funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of
Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer.

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized to adjust the bond coverage, to an amount not less than the
minimum coverage required by law, if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate.

FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g).

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or
appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules.

FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do
hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond.

---



|NICHOLAS FUND, INC.
|-------------------

Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not interested persons of the Fund



|Resolutions adopted on July 23, 2007:
|-------------------------------------

BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the
form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g);

FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an approximate aggregate amount of approximately
$5.125 million, as of June 30, 2007, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds.

FURTHER RESOLVED,that based upon the relative risks presented by the eight joint insureds to the joint Bond, the relative sizes of the seven mutual
funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of
Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer.

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized to adjust the bond coverage, to an amount not less than the
minimum coverage required by law, if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate.

FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g).

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or
appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules.

FURTHER RESOLVED, that Messrs. Bock and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify
and affirm the foregoing resolutions pertaining to the Fidelity Bond.

-2-

---



|NICHOLAS II, INC.
|-----------------

Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not interested persons of the Fund



|Resolutions adopted on July 23, 2007:
|-------------------------------------

BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the
form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g);

FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an approximate aggregate amount of approximately
$5.125 million, as of June 30, 2007, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds.

FURTHER RESOLVED,that based upon the relative risks presented by the eight joint insureds to the joint Bond, the relative sizes of the seven mutual
funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of
Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer.

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized to adjust the bond coverage, to an amount not less than the
minimum coverage required by law, if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate.

FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g).

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or
appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules.

FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do
hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond.

-3-

---



|NICHOLAS HIGH INCOME FUND, INC.
|-------------------------------

Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not interested persons of the Fund



|Resolutions adopted on July 23, 2007:
|-------------------------------------

BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the
form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g);

FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an approximate aggregate amount of approximately
$5.125 million, as of June 30, 2007, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds.

FURTHER RESOLVED,that based upon the relative risks presented by the eight joint insureds to the joint Bond, the relative sizes of the seven mutual
funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of
Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer.

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized to adjust the bond coverage, to an amount not less than the
minimum coverage required by law, if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate.

FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g).

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or
appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules.

FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do
hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond.

-4-

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|NICHOLAS FAMILY OF FUNDS, INC. NICHOLAS LIBERTY FUND
|-----------------------------------------------------

Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not interested persons of the Fund



|Resolutions adopted on July 23, 2007:
|-------------------------------------

BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the
form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g);

FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an approximate aggregate amount of approximately
$5.125 million, as of June 30, 2007, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds.

FURTHER RESOLVED,that based upon the relative risks presented by the eight joint insureds to the joint Bond, the relative sizes of the seven mutual
funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of
Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer.

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized to adjust the bond coverage, to an amount not less than the
minimum coverage required by law, if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate.

FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g).

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or
appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules.

FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do
hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond.

-5-

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|NICHOLAS LIMITED EDITION, INC.
|------------------------------

Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not interested persons of the Fund



|Resolutions adopted on July 23, 2007:
|-------------------------------------

BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the
form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g);

FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an approximate aggregate amount of approximately
$5.125 million, as of June 30, 2007, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds.

FURTHER RESOLVED,that based upon the relative risks presented by the eight joint insureds to the joint Bond, the relative sizes of the seven mutual
funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of
Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer.

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized to adjust the bond coverage, to an amount not less than the
minimum coverage required by law, if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate.

FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g).

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or
appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules.

FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do
hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond.

-6-

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|NICHOLAS MONEY MARKET FUND, INC.
|--------------------------------

Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not interested persons of the Fund



|Resolutions adopted on July 23, 2007:
|-------------------------------------

BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the
form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g);

FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an approximate aggregate amount of approximately
$5.125 million, as of June 30, 2007, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds.

FURTHER RESOLVED,that based upon the relative risks presented by the eight joint insureds to the joint Bond, the relative sizes of the seven mutual
funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of
Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer.

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized to adjust the bond coverage, to an amount not less than the
minimum coverage required by law, if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate.

FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g).

FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or
appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules.

FURTHER RESOLVED, that Messrs. Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby
ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond.

-7-

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|JOINT FIDELITY BOND AGREEMENT
|-----------------------------

THIS AGREEMENT is made as of the 16th day of November, 2007, by and among Nicholas Company, Inc., a Wisconsin corporation (the
"Company"), Nicholas Equity Income Fund, Inc., a Maryland corporation
(the "Equity Income Fund"), Nicholas Liberty Fund the only series of the Nicholas Family of Funds, Inc., a Maryland corporation (the
"Liberty Fund"), Nicholas Fund, Inc., a Maryland corporation (the "Fund"), Nicholas II, Inc., a Maryland corporation
("Nicholas II"), Nicholas High Income Fund, Inc., a Delaware corporation (the "Income Fund"), Nicholas Limited Edition, Inc., a Maryland corporation (the
"Limited Edition"), and Nicholas Money Market Fund, Inc., a Maryland corporation (the
"Money
Fund"), the foregoing parties being collectively referred to herein as the "Joint Insureds."

WHEREAS, the Equity Income Fund, the Liberty Fund, the Fund, Nicholas II, the High Income Fund, the Limited Edition and the Money Fund are investment companies registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 (the "Act"); and

WHEREAS, the Company is an investment adviser registered under the Investment Advisers Act of 1940, and is the investment adviser to the Equity Income Fund, the Liberty Fund, the Fund, Nicholas II,
the High Income Fund, the Limited Edition and the Money Fund; and

WHEREAS, the Equity Income Fund, the Liberty Fund, the Fund, Nicholas II, the High Income Fund, the Limited Edition and the Money Fund are required by Section 17(g) of the Act to maintain a fidelity
bond against larceny and embezzlement in an amount determined by their respective Boards of Directors after consideration of all relevant risk factors; and

WHEREAS, all parties hereto desire to be Joint Insureds under a fidelity bond; and

WHEREAS, pursuant to Section 17(g) of the Act and Rule §270.17g -1(d) (2) thereunder, if any registered management company maintains a fidelity bond with a joint insured, it must be assured of
receiving an equitable and proportionate share of the recovery under said bond in the event of loss covered by the fidelity bond.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. The Joint Insureds agree to maintain a joint fidelity bond insuring the Joint Insureds against loss resulting from larceny and embezzlement in the amount of $5,175,000 (the
"Fidelity Bond"),
covering the period from November 16, 2007 to November 16, 2008.

2. Each of the Joint Insureds shall be responsible to pay only that portion of the total premium for the Fidelity Bond attributable to such Joint Insureds required individual bond.

---

3. The Company shall be responsible to pay that portion of the premium for the Fidelity Bond over and above that which the other Joint Insureds are required to pay pursuant to this Agreement.

4. The Company further agrees to indemnify and hold each of the other Joint Insureds harmless from any deductible amount provided for under the Fidelity Bond.

5. In the event that recovery is made under the Fidelity Bond as a result of a loss sustained by one or more of the Joint Insureds, each of such Joint Insureds shall receive an equitable and proportionate share of the recovery, if any, but at least equal to the amount which each would have received had each Joint Insured maintained a single insured bond with the coverage set forth in paragraph 6 hereof.

|6.                                                    |  | The amount of the Fidelity Bond which each of the Joint Insureds would have
|----------------------------------------------------- |  | ---------------------------------------------------------------------------
|maintained under a single insured bond is as follows: |  |                                                                            
|                                                     
|                                                      |  | The Fund                                                                   
|                                                      |  | Nicholas II                                                                
|                                                      |  | Limited Edition                                                            
|                                                      |  | High Income Fund                                                           
|                                                      |  | Money Fund                                                                 
|                                                      |  | Equity Income Fund                                                         
|                                                      |  | Liberty Fund                                                               
|                                                      |  | The Company                                                                
|                                                     
|                                                      |  | Total                                                                      

7. The Joint Insureds agree that the total premium for the Fidelity Bond, in the amount of $14,490.00, shall be allocated among the Joint Insureds, with each paying the following amount:

| |  | The Fund           |  | $ 4,806.44
| |  | ------------------ |  | ----------
| |  | Nicholas II        |  | 2,544.59  
| |  | Limited Edition    |  | 1,696.39  
| |  | High Income Fund   |  | 1,272.29  
| |  | Money Fund         |  | 1,130.93  
| |  | Equity Income Fund |  | 989.56    
| |  | Liberty Fund       |  | 565.46    
| |  | The Company        |  | 1,484.34  
| |  |                   
| |  | Total              |  | $14,490.00

- 2 -

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|IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
|----------------------------------------------------------------------------------------
|above written.                                                                          
|                                                                                        
|                                                                                        
|NICHOLAS FUND, INC.                                                                     
|                                                                                        
|By:/s/ Albert O. Nicholas                                                               
|Albert O. Nicholas, President                                                           
|                                                                                        
|                                                                                        
|                                                                                        
|Attest:/s/ Jeffrey T. May                                                               
|Jeffrey T. May, Senior Vice President,                                                  
|Secretary and Treasurer                                                                 
|                                                                                        
|                                                                                        
|NICHOLAS II, INC.                                                                       
|                                                                                        
|By:/s/ Albert O. Nicholas                                                               
|Albert. O Nicholas, Executive Vice                                                      
|President                                                                               
|                                                                                        
|                                                                                        
|Attest:/s/ Jeffrey T. May                                                               
|Jeffrey T. May, Senior Vice President,                                                  
|Secretary and Treasurer                                                                 
|                                                                                        
|                                                                                        
|NICHOLAS HIGH INCOME FUND, INC.                                                         
|                                                                                        
|By:/s/ Albert O. Nicholas                                                               
|Albert O. Nicholas, Executive Vice                                                      
|President                                                                               
|                                                                                        
|                                                                                        
|                                                                                        
|Attest:/s/ Jeffrey T. May                                                               
|Jeffrey T. May, Senior Vice President,                                                  
|Secretary and Treasurer                                                                 

[SIGNATURES CONTINUED ON NEXT PAGE]

- 3 -

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|NICHOLAS EQUITY INCOME FUND, INC.      |  | NICHOLAS FAMILY OF FUNDS, INC.        
|-------------------------------------- |  | --------------------------------------
|                                      
|By:/s/ Albert O. Nicholas              |  | By:/s/ Mark J. Giese                  
|Albert O. Nicholas, President          |  | Mark J. Giese, Senior Vice President  
|                                      
|                                      
|                                      
|Attest:/s/ Jeffrey T. May              |  | Attest:/s/ Jeffrey T. May             
|Jeffrey T. May, Senior Vice President, |  | Jeffrey T. May, Senior Vice President,
|Secretary and Treasurer                |  | Secretary and Treasurer               

- 4 -

---