|Securities and Exchange Commission
|----------------------------------
|100 F Street, N.E.                
|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, 2008
>   through November 16, 2009.
>   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, 2008
through November 16, 2009.



|Very truly yours,                                           
|------------------------------------------------------------
|                                                            
|/s/ Jeffrey T. May                                          
|                                                            
|Jeffrey T. May                                              
|Chief Financial Officer, Senior Vice President and Treasurer
|Nicholas 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, 2008                                       |  |                  
|                                                                                                                     |  |                                                                                                              |  |                                                 |  | to                |  | 12:01
    a.m. on                                       |  | November 16, 2009
|                                                                                                                    
|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                                     |  |                   |  |                                                         |  | $ 4,750,000      
|                                                                                                                     |  | 3.                                                                                                           |  | In Transit                                      |  |                   |  |                                                         |  |                  
|                                                                                                                     |  | 4.                                                                                                           |  | Forgery or Alteration                           |  |                   |  |                                                         |  | $ 4,750,000      
|                                                                                                                     |  | 5.                                                                                                           |  | Extended Forgery                                |  |                   |  |                                                         |  | $ 4,750,000      
|                                                                                                                     |  | 6.                                                                                                           |  | Counterfeit Money                               |  |                   |  |                                                         |  | $ 4,750,000      
|                                                                                                                     |  | 7.                                                                                                           |  | Threats to Person                               |  |                   |  |                                                         |  | $ 4,750,000      
|                                                                                                                     |  | 8.                                                                                                           |  | Computer System                                 |  |                   |  |                                                         |  | $ 4,750,000      
|                                                                                                                     |  | 9.                                                                                                           |  | Voice Initiated Funds Transfer Instruction      |  | $ 4,750,000       |  | $ 10,000                                               
|                                                                                                                     |  | 10.                                                                                                          |  | Uncollectible Items of Deposit                  |  |                   |  | $ 50,000                                                |  | $ 5,000          
|                                                                                                                     |  | 11.                                                                                                          |  | Audit Expense                                   |  |                   |  |                                                         |  | $ 50,000         
|                                                                                                                     |  | 12.                                                                                                          |  | Extended Computer Systems                       |  |                   |  | $ 4,750,000                                             |  | $ 10,000         
|                                                                                                                     |  | 13.                                                                                                          |  | Telefacsimile Instruction Fraud                 |  |                   |  | $ 4,750,000                                             |  | $ 10,000         
|                                                                                                                     |  | 14.                                                                                                          |  | Automated Phone Transaction                     |  |                   |  | $ 4,750,000                                             |  | $ 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 COMPANYhas 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.                                         |  |                                                                                                              |  |                                                 |  |                  

|                    |  |                          
|------------------- |  | -------------------------
|/s/ W. Andrew Macon |  | /s/ Thomas F.
    Motamed
|Secretary           |  | President                
|                    |  |                          
|                    |  | /s/ Robert
    Hamburger 
|                    |  | Authorized Representative



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
    orEmployeebut 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
    orEmployee;                                                         
|                     
|                      |  |    |  | 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
    instrumentswhich 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
    instrumentsby 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
    Instructiondirected    
|Transfer Instruction   |  |     |  | to the ASSURED authorizing the transfer of
    dividends or redemption proceeds of    
|                       |  |     |  | Investment Companyshares from aCustomer'saccount, provided suchVoice                  
|                       |  |     |  | Initiated Funds Transfer Instructionwas:                                              
|                       |  |     |  | 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 Instructionsmust 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
    Companywith 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                 



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|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 Embezzlementif                  
|                   |  |                                                                                           | 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.            



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|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                     



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|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 Companywhile 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.                                      



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|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 Embezzlementmeans 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
    instrumentsmeans
    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.                                                        



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|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
    toInvestment
    Companyshareholders or
    subscribers which is      
|                           |  |    |  |                                                                                     | requested
    by voice over the telephone.                                          
|                          
|                           |  |    |  | p.                                                                                  | Voice Initiated Redemptionmeans any redemption of shares issued by
    an           
|                           |  |    |  |                                                                                     | Investment Companywhich is requested by voice over the telephone.                   
|                          
|                           |  |    |  | q.                                                                                  | Voice Initiated Funds Transfer Instructionmeans anyVoice Initiated                  
|                           |  |    |  |                                                                                     | RedemptionorVoice 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;               



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|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 involvingItems 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;                                           



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|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 Systemwho 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'sComputer 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       



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|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.                                                            



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|Conditions And            |  |    |  |                                                                                              |                                                                                | 
|------------------------- |  | -- |  | -------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | 
|Limitations               |  |    |  |                                                                                              |                                                                                | 
|                         
|                         
|Notice To Company -       |  |    |  | f.                                                                                           | Proof
    of loss involvingVoice
    Initiated Funds Transfer Instructionshall
|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.                                                  



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|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                                                                 



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|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, 2008.      
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                           

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative



|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 MediaorElectronic               
|                                                   |  |                                          |  |                                                               |  | Instructionbeing stored within or being run within any system
    covered under this      
|                                                   |  |                                          |  |                                                               |  | INSURING
    CLAUSE,                                                                      
|                                                   |  |                                          |  | (2)                                                           |  | robbery, burglary, larceny or theft ofElectronic Data, Electronic Mediaor                 
|                                                   |  |                                          |  |                                                               |  | Electronic Instructions,                                                                  
|                                                  
|                                                   |  |                                          |  | (3)                                                           |  | the acts of a hacker causing damage or destruction
    ofElectronic Data,                 
|                                                   |  |                                          |  |                                                               |  | Electronic MediaorElectronic Instructionowned 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 MediaorElectronic                 
|                                                   |  |                                          |  |                                                               |  | Instructionowned by the ASSURED or for which the ASSURED is
    legally liable            
|                                                   |  |                                          |  |                                                               |  | while stored within aComputer Systemcovered 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 Instructionin 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 SystemorCommunication 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 SystemorCommunication 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 SystemorCommunication 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 MediaorElectronic Instructionused 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 MediaorElectronic Instructionof 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
    suchElectronic
    Data, Electronic MediaorElectronic
    Instructionsubject to
    the applicable
|                                                                                       |  | SINGLE
    LOSS LIMIT OF LIABILITY.                                                                             
|                                                                                      
|                                                                                       |  | However,
    if suchElectronic
    Datacan 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, 2008.
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                     

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative



|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 otherPropertyor 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 suchTelefacsimileinstructions:                                                   |  |                                                                                       
|                                                  
|                                                   |  |                                                                                             |  | 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 suchTelefacsimileinstructions 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 forVoice Initiated Funds Transfer InstructionorTelefacsimile                          
|                                                   |  |                                                                                             |  | 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.  Telefacsimiledoes not mean electronic            
|                                                                                       |  |                                                                                                     |  | 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, 2008.
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                     

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative



|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      
|                                                   |  | particularAPS Designated Procedurein a particularAPS Transactionwill not preclude                
|                                                   |  | coverage under this INSURING
    CLAUSE.                                                          |  |                                                                                                 
|2.                                                 |  | By adding to Section 1., Definitions, the
    following:                                          |  |                                                                                                 
|                                                   |  | x.APS Designated Proceduresmeans all of the following procedures:                                
|                                                  
|                                                   |  | (1)                                                                                               |  | NoAPS Transactionshall be executed unless the shareholder or
    unitholder to whose            
|                                                   |  |                                                                                                   |  | account such anAPS Transactionrelates 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 ElectionorAPS                        
|   |  |                                                                                                      |  | 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, 2008. |  |                                                                                         |  |  |  | 
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                      |  |                                                                                         |  |  |  | 

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative



|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, 2008.
|                                                                                      
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                     

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative



|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, 2008.
|                                                                                      
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                     

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative

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, 2008.
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                     

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative

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
    $4,750,000 as a result of such increase. If the Act requires        
|bonding limits in excess of $4,750,000, 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.                             

| |  |                          
| |  | -------------------------
| |  |                          
| |  |                          
| |  |                          
| |  |                          
| |  | /s/ Robert
    Hamburger 
| |  | Authorized Representative



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 aSingle 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, 2008.                    
|                                                                                                          
|                                                                                                          
|                                                                                                          
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                                         

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative

|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.                        |  |                                                                                                       

| |  |                          
| |  | -------------------------
| |  |                          
| |  |                          
| |  |                          
| |  |                          
| |  | /s/ Robert
    Hamburger 
| |  | Authorized Representative

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, 2008.
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN
    UNCHANGED.                     

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative

|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.                                          

|                              |    |                          
|----------------------------- | -- | -------------------------
|                              |    |                          
|                              |    |                          
|                              |    |                          
|                              |    |                          
|Date:  
    December 15, 2008 | By | /s/ Robert
    Hamburger 
|                              |    | Authorized Representative

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.
6/2007)

---



|                                                                                                      
|------------------------------------------------------------------------------------------------------
|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
    December 26, 2007, this policy makes available to you insurance for losses              
|arising
    out of certain acts of 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 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 85% of covered terrorism losses that              
|exceed
    the statutorily established deductible to be paid by the insurance company                 
|providing
    the coverage.                                                                           
|                                                                                                      
|However,
    if aggregate insured losses attributable to terrorists acts certified under the Act      
|exceed
    $100 billion in a Progam Year (January 1 through December 31), the Treasury                
|shall
    not make any payment for any portion of the amount of such losses that exceeds              
|$100
    billion.                                                                                     
|                                                                                                      
|If
    aggregate insured losses attributable to terrorists acts certified under the Act               
|exceed
    $100 billion in a Progam Year (January 1 through December 31) and we have                  
|met our
    insurer deductible under the Act, we shall not be liable for the payment of any portion   
|of the
    amount of such losses that exceeds $100 billion, and in such case insured losses           
|up to
    that amount are subject to pro rata allocation in accordance with procedures                
|established
    by the Secretary of the Treasury.                                                     
|                                                                                                      
|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 28, 2008:

> 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 aggregate amount of $4.75 million, 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 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 in the Board of
>     Directors' discretion, then the Fund has no objection to and does approve such amendment
>     of the bond amount.
>     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.

Resolutions adopted on February 6, 2009:

> BE IT THEREFORE RESOLVED, that the Board of Directors ratifies
>     the following allocation of premiums whereby the Fund shall pay its proportionate share of
>     the total Bond premium calculated as a percentage of the aggregate minimum Bond required,
>     with the other insureds paying their proportionate share of such premium:

2008 / 2009Nicholas Fund, Inc.
    $4,200.00Nicholas II, Inc.
    2,100.00Nicholas Income Fund, Inc
    1,260.00Nicholas Limited Edition, Inc.
    1,680.00Nicholas Money Market Fund, Inc.
    1,260.00Nicholas Equity Income Fund, Inc.
    980.00Nicholas Liberty Fund
    560.00Nicholas Company, Inc.
    1,260.00Total Premium
    $13,300.00


> FURTHER RESOLVED

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 28, 2008:

> 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 aggregate amount of $4.75 million, 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 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 in the Board of
>     Directors' discretion, then the Fund has no objection to and does approve such amendment
>     of the bond amount.
>     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.

Resolutions adopted on February 6, 2009:

> BE IT THEREFORE RESOLVED, that the Board of Directors ratifies
>     the following allocation of premiums whereby the Fund shall pay its proportionate share of
>     the total Bond premium calculated as a percentage of the aggregate minimum Bond required,
>     with the other insureds paying their proportionate share of such premium:

2008 / 2009Nicholas Fund, Inc.
    $4,200.00Nicholas II, Inc.
    2,100.00Nicholas Income Fund, Inc
    1,260.00Nicholas Limited Edition, Inc.
    1,680.00Nicholas Money Market Fund, Inc.
    1,260.00Nicholas Equity Income Fund, Inc.
    980.00Nicholas Liberty Fund
    560.00Nicholas Company, Inc.
    1,260.00Total Premium
    $13,300.00


> FURTHER RESOLVED

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.



---

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 28, 2008:

> 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 aggregate amount of $4.75 million, 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 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 in the Board of
>     Directors' discretion, then the Fund has no objection to and does approve such amendment
>     of the bond amount.
>     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.

Resolutions adopted on February 6, 2009:

> BE IT THEREFORE RESOLVED, that the Board of Directors ratifies
>     the following allocation of premiums whereby the Fund shall pay its proportionate share of
>     the total Bond premium calculated as a percentage of the aggregate minimum Bond required,
>     with the other insureds paying their proportionate share of such premium:

2008 / 2009Nicholas Fund, Inc.
    $4,200.00Nicholas II, Inc.
    2,100.00Nicholas Income Fund, Inc
    1,260.00Nicholas Limited Edition, Inc.
    1,680.00Nicholas Money Market Fund, Inc.
    1,260.00Nicholas Equity Income Fund, Inc.
    980.00Nicholas Liberty Fund
    560.00Nicholas Company, Inc.
    1,260.00Total Premium
    $13,300.00


> FURTHER RESOLVED

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 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 28, 2008:

> 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 aggregate amount of $4.75 million, 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 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 in the Board of
>     Directors' discretion, then the Fund has no objection to and does approve such amendment
>     of the bond amount.
>     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.

Resolutions adopted on February 6, 2009:

> BE IT THEREFORE RESOLVED, that the Board of Directors ratifies
>     the following allocation of premiums whereby the Fund shall pay its proportionate share of
>     the total Bond premium calculated as a percentage of the aggregate minimum Bond required,
>     with the other insureds paying their proportionate share of such premium:

2008 / 2009Nicholas Fund, Inc.
    $4,200.00Nicholas II, Inc.
    2,100.00Nicholas Income Fund, Inc
    1,260.00Nicholas Limited Edition, Inc.
    1,680.00Nicholas Money Market Fund, Inc.
    1,260.00Nicholas Equity Income Fund, Inc.
    980.00Nicholas Liberty Fund
    560.00Nicholas Company, Inc.
    1,260.00Total Premium
    $13,300.00


> FURTHER RESOLVED

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 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 28, 2008:

> 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 aggregate amount of $4.75 million, 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 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 in the Board of
>     Directors' discretion, then the Fund has no objection to and does approve such amendment
>     of the bond amount.
>     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.

Resolutions adopted on February 6, 2009:

> BE IT THEREFORE RESOLVED, that the Board of Directors ratifies
>     the following allocation of premiums whereby the Fund shall pay its proportionate share of
>     the total Bond premium calculated as a percentage of the aggregate minimum Bond required,
>     with the other insureds paying their proportionate share of such premium:

2008 / 2009Nicholas Fund, Inc.
    $4,200.00Nicholas II, Inc.
    2,100.00Nicholas Income Fund, Inc
    1,260.00Nicholas Limited Edition, Inc.
    1,680.00Nicholas Money Market Fund, Inc.
    1,260.00Nicholas Equity Income Fund, Inc.
    980.00Nicholas Liberty Fund
    560.00Nicholas Company, Inc.
    1,260.00Total Premium
    $13,300.00


> FURTHER RESOLVED

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 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 28, 2008:

> 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 aggregate amount of $4.75 million, 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 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 in the Board of
>     Directors' discretion, then the Fund has no objection to and does approve such amendment
>     of the bond amount.
>     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.

Resolutions adopted on February 6, 2009:

> BE IT THEREFORE RESOLVED, that the Board of Directors ratifies
>     the following allocation of premiums whereby the Fund shall pay its proportionate share of
>     the total Bond premium calculated as a percentage of the aggregate minimum Bond required,
>     with the other insureds paying their proportionate share of such premium:

2008 / 2009Nicholas Fund, Inc.
    $4,200.00Nicholas II, Inc.
    2,100.00Nicholas Income Fund, Inc
    1,260.00Nicholas Limited Edition, Inc.
    1,680.00Nicholas Money Market Fund, Inc.
    1,260.00Nicholas Equity Income Fund, Inc.
    980.00Nicholas Liberty Fund
    560.00Nicholas Company, Inc.
    1,260.00Total Premium
    $13,300.00


> FURTHER RESOLVED

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 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 28, 2008:

> 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 aggregate amount of $4.75 million, 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 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 in the Board of
>     Directors' discretion, then the Fund has no objection to and does approve such amendment
>     of the bond amount.
>     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.

Resolutions adopted on February 6, 2009:

> BE IT THEREFORE RESOLVED, that the Board of Directors ratifies
>     the following allocation of premiums whereby the Fund shall pay its proportionate share of
>     the total Bond premium calculated as a percentage of the aggregate minimum Bond required,
>     with the other insureds paying their proportionate share of such premium:

2008 / 2009Nicholas Fund, Inc.
    $4,200.00Nicholas II, Inc.
    2,100.00Nicholas Income Fund, Inc
    1,260.00Nicholas Limited Edition, Inc.
    1,680.00Nicholas Money Market Fund, Inc.
    1,260.00Nicholas Equity Income Fund, Inc.
    980.00Nicholas Liberty Fund
    560.00Nicholas Company, Inc.
    1,260.00Total Premium
    $13,300.00


> FURTHER RESOLVED

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.

---



JOINT FIDELITY BOND AGREEMENT

THIS AGREEMENT is made as of the 16th
day of November, 2008, 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 $4,750,000 (the "Fidelity Bond"),
covering the period from November 16, 2008 to November 16, 2009.



---









> The Fund
>             $1,500,000Nicholas II
>             750,000Limited Edition
>             600,000High Income Fund
>             450,000Money Fund
>             450,000Equity Income Fund
>             350,000Liberty Fund
>             200,000The Company
>             450,000Total
>             $4,750,000



> The Fund
>             $4,200.00Nicholas II
>             2,100.00Limited Edition
>             1,680.00High Income Fund
>             1,260.00Money Fund
>             1,260.00Equity Income Fund
>             980.00Liberty Fund
>             560.00The Company
>             1,260.00Total
>             $13,300.00

- 2 -

---

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 -

---



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



- 4 -

---