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August 22, 2008
 
VIA EDGAR
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549
     
 
Re:
Rule 17g-1 Fidelity Bond Filing for
   
  BlackRock Kelso Capital Corporation
 
 
Dear Sir or Madam:
 
Enclosed for filing, on behalf of BlackRock Kelso Capital Corporation (the “Company”), pursuant to Rule 17g-1(g) of the Investment Company Act of 1940, please find the following:
 
(i)            a copy of the executed Fidelity Bond for the Company; and
 
(ii)           a Certificate of the Secretary containing the resolutions of the Board of Directors approving the amount, type, form and coverage of the Fidelity Bond and a statement as to the period for which premiums have been paid.
 
 
     
Very truly yours,
 
  
     
BLACKROCK KELSO CAPITAL
CORPORATION
  
         
     
/s/ Frank D. Gordon
  
     
Frank D. Gordon
  
     
Chief Financial Officer,
  
     
Treasurer and Secretary
  
 
Enclosures

 
 
 

Certificate of the Secretary
 
The undersigned, Frank D. Gordon, Chief Financial Officer, Secretary and Treasurer of BlackRock Kelso Capital Corporation, a Delaware Corporation (the "Company"), does hereby certify that:
 
1.  
This certificate is being delivered to the Securities and Exchange Commission (the “SEC”) in connection with the filing of the Company’s fidelity bond (the “Bond”) pursuant to Rule 17g-1 of the Investment Company Act of 1940, as amended, and the SEC is entitled to rely on this certificate for purposes of the filing.
 
2.  
The undersigned is the duly elected, qualified and acting Chief Financial Officer, Secretary and Treasurer of the Company, and has custody of the corporate records of the Company and is a proper officer to make this certification.
 
3.  
Attached hereto as Exhibit A is a copy of the resolutions approved by a majority of the directors who are not "interested persons" of the Company, approving the amount, type, form and coverage of the Bond.
 
4.  
Premiums have been paid for the period May 9, 2006 to June 25, 2007.
 
IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this 22nd day of August, 2008.
 
 
     
/s/ Frank D. Gordon
  
     
Frank D. Gordon
  
     
Chief Financial Officer,
  
     
Treasurer and Secretary
  
 


 
 
 

EXHIBIT A

Approval of Insurance and Fidelity Bond

WHEREAS, the BDC is insured against loss arising from larceny or embezzlement under a Registered Management Investment Company bond (the “Bond") insuring the BDC in the amount of $1,000,000 in the aggregate and per occurrence; and
 
WHEREAS, the Board of Directors has considered the adequacy of the Bond with due consideration to (i) the amount and type of coverage provided by the Bond, (ii) the aggregate value of the assets of the BDC to which any person covered by the Bond may have access, (iii) the types and terms of the arrangements made by the BDC for the custody and safekeeping of its assets, (iv) the nature of the securities in the BDC’s portfolio, (v) the nature and method of conducting the BDC’s operations, and (vi) the accounting procedures and controls of the BDC.
 
RESOLVED, that $1 million in the aggregate and per occurrence of fidelity bond coverage is determined to be a reasonable amount of fidelity bond coverage to be maintained by the BDC in accordance with Section 17(g) of and Rule 17g-1 under the Investment Company Act of 1940; and further
 
RESOLVED, that the form of the Bond is approved; and further
 
RESOLVED, that the Chief Compliance Officer of the BDC is designated as the person to make the filings and to give the notices required by Rule 17g-1(g) under the Investment Company Act; and further
 
RESOLVED, that upon the finding of the Board of Directors of the BDC, and the separate finding of the "Independent Directors," that the continued participation in the current Bond covering directors and officers of the BDC in the amount of $1 million per occurrence for an additional one year-term commencing May 9, 2006 at a premium no higher that the premium for the preceding bond, is in the best interests of the BDC, and that any officer of the BDC be, and each hereby is, authorized to take such action as may be necessary or appropriate to effect the renewal of such bond for such term.

Extension of Insurance and Fidelity Bond

RESOLVED, that the extension until June 15, 2007 (and, if later, to the date of the IPO) of the existing Registered Management Investment Company bond for the Company in the amount of $1 million, substantially in the form presented at this meeting, be, and it hereby is, approved, together with such changes and modifications as the officers of the Company executing the same may approve, such execution being conclusive evidence of the approval of such changes and modifications by the Board of Directors of the Company.
 
 
 
        Chubb Group of Insurance Companies   DECLARATIONS    
                    FINANCIAL INSTITUTION INVESTMENT
        15 Mountain View Road, Warren, New Jersey 07059   COMPANY ASSET PROTECTION BOND
 
 
 NAME OF ASSURED (including its Subsidiaries):       Bond Number: 82047423    
 
 BLACKROCK KELSO CAPITAL CORPORATION                
                    FEDERAL INSURANCE COMPANY
 40 EAST 52ND STREET           Incorporated under the laws of Indiana
 NEW YORK, N Y 10022           a stock insurance company herein called the COMPANY
                    Capital Center, 251 North Illinois, Suite 1100
                    Indianapolis, IN 46204-1927    
 
 ITEM 1.    BOND PERIOD: from   12:01 a.m. on   May 9, 2006            
                                                 to   12:01 a.m. on   May 9, 2007            
 
 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.    
 
                            DEDUCTIBLE
     INSURING CLAUSE              LIMIT OF LIABILITY      AMOUNT
     1.      Employee              $ 1,000,000   $ 25,000
     2.      On Premises              $ 1,000,000   $ 25,000
     3.      In Transit              $ 1,000,000   $ 25,000
     4.      Forgery or Alteration          $ 1,000,000   $ 25,000
     5.      Extended Forgery              $ 1,000,000   $ 25,000
     6.      Counterfeit Money              $ 100,000   $ 25,000
     7.      Threats to Person              $ Not Covered   $ N/A
     8.      Computer System              $ 1,000,000   $ 25,000
     9.      Voice Initiated Funds Transfer Instruction      $ 1,000,000   $ 25,000
    10      Uncollectible Items of Deposit          $ 25,000   $ 5,000
    11.      Audit Expense              $ 25,000   $ 5,000
 
 
ITEM 3.   THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING
    ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:    
 
    1 - 4                    
 
IN WITNESS WHEREOF, THE COMPANY has caused this Bond to be signed by its authorized officers, but it shall not be
valid unless also signed by an authorized representative of the Company.        


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

    The COMPANY, in consideration of payment of the required premium, and in reliance
    on the APPLICATION and all other statements made and information furnished to the
    COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this
    Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED
    for:            
 
 
Insuring Clauses                
 
 
Employee   1.   Loss resulting directly from Larceny or Embezzlement committed by any
        Employee, alone or in collusion with others.
 
 
 
On Premises   2.   Loss of Property resulting directly from robbery, burglary, false pretenses,
        common law or statutory larceny, misplacement, mysterious unexplainable
        disappearance, damage, destruction or removal, from the possession, custody or
        control of the ASSURED, while such Property is lodged or deposited at premises
        located anywhere.
 
 
In Transit   3.   Loss of Property resulting directly from common law or statutory larceny,
        misplacement, mysterious unexplainable disappearance, damage or destruction,
        while the Property is in transit anywhere:
 
        a.   in an armored motor vehicle, including loading and unloading thereof,
 
        b.   in the custody of a natural person acting as a messenger of the ASSURED,
            or    
 
        c.   in the custody of a Transportation Company and being transported in a
            conveyance other than an armored motor vehicle provided, however, that
            covered Property transported in such manner is limited to the following:
 
            (1)   written records,
 
            (2)   securities issued in registered form, which are not endorsed or are
                restrictively endorsed, or
 
            (3)   negotiable instruments not payable to bearer, which are not endorsed
                or are restrictively endorsed.
 
        Coverage under this INSURING CLAUSE begins immediately on the receipt of
        such Property by the natural person or Transportation Company and ends
        immediately on delivery to the premises of the addressee or to any representative
        of the addressee located anywhere.

 
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.   Forgery on, 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 of Property, or
 
        b.   transferring, paying or delivering any funds or other Property, 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 other Property, 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 an Investment Company, or of any financial
            institution or Employee but which instructions, advices or applications either
            bear a Forgery or have been fraudulently materially altered without the
            knowledge and consent of such customer, shareholder, subscriber, financial
            institution or Employee;
 
        excluding, however, under this INSURING CLAUSE any loss covered under
        INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
        CLAUSE 5. is provided for in the DECLARATIONS of this Bond.
 
        For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
        signature is treated the same as a handwritten signature.
 
 
Extended Forgery   5.   Loss resulting directly from the ASSURED having, in good faith, and in the
        ordinary course of business, for its own account or the account of others in any
        capacity:    
 
        a.   acquired, accepted or received, accepted or received, sold or delivered, or
            given value, extended credit or assumed liability, in reliance on any original
            Securities, documents or other written instruments which prove to:
 
            (1)   bear a Forgery or a fraudulently material alteration,
 
            (2)   have been lost or stolen, or
 
            (3)   be Counterfeit, 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 any Securities, documents or other
            written instruments.
 
        Actual physical possession, and continued actual physical possession if taken as
        collateral, of such Securities, documents or other written instruments by an
        Employee, Custodian, or a Federal or State chartered deposit institution of the
        ASSURED is a condition precedent to the ASSURED having relied on such items.
        Release or return of such collateral is an acknowledgment by the ASSURED that it
        no longer relies on such collateral.

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 2 of 19
Insuring Clauses                
 
Extended Forgery       For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
(continued)       signature is treated the same as a handwritten signature.
 
 
Counterfeit Money   6.   Loss resulting directly from the receipt by the ASSURED in good faith of any
        Counterfeit money.
 
 
Threats To Person   7.   Loss resulting directly from surrender of Property away from an office of the
        ASSURED as a result of a threat communicated to the ASSURED to do bodily
        harm to an Employee as defined in Section 1.e. (1), (2) and (5), a Relative or
        invitee of such Employee, or a resident of the household of such Employee, who
        is, or allegedly is, being held captive provided, however, that prior to the surrender
        of such Property:
        a.   the Employee who 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, any Employee of 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 such Employee has 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,
        a Computer 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 from Voice Initiated Funds Transfer Instruction directed
Transfer Instruction       to the ASSURED authorizing the transfer of dividends or redemption proceeds of
        Investment Company shares from a Customer's account, provided such Voice
        Initiated Funds Transfer Instruction was:
 
        a.   received at the ASSURED'S offices by those Employees of the ASSURED
            specifically authorized to receive the Voice Initiated Funds Transfer
            Instruction,
 
        b.   made by a person purporting to be a Customer, and
 
        c.   made by said person for the purpose of causing the ASSURED or Customer
            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, all Voice Initiated
        Funds Transfer Instructions must be received and processed in accordance with
        the Designated Procedures outlined in the APPLICATION furnished to the
        COMPANY.
 
 
Uncollectible Items of   10.   Loss resulting directly from the ASSURED having credited an account of a
Deposit       customer, shareholder or subscriber on the faith of any Items of Deposit which
        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 an Investment Company.
 
        In order for coverage to apply under this INSURING CLAUSE, the ASSURED must
        hold Items of Deposit for 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 such Items of Deposit.
 
        Items of Deposit shall 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, or Investment 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 each Investment Company with a copy of the
            Bond and with any amendment thereto, together with a copy of each formal
            filing of claim by any other named ASSURED and notification of the terms of
            the settlement of each such claim prior to the execution of such settlement.
 
        (3)   The COMPANY shall not be responsible for the proper application of any
            payment made hereunder to the first named ASSURED.
 
        (4)   Knowledge possessed or discovery made by any partner, director, trustee,
            officer or supervisory employee of any ASSURED shall constitute knowledge
            or discovery by all the ASSUREDS for the purposes of this Bond.
 
        (5)   If the first named ASSURED ceases for any reason to be covered under this
            Bond, then the ASSURED next named on the APPLICATION shall thereafter
            be considered as the first named ASSURED for the purposes of this Bond.
 
 
Representation Made By   B.   The ASSURED represents that all information it has furnished in the
Assured       APPLICATION for this Bond or otherwise is complete, true and correct. Such
        APPLICATION and other information constitute part of this Bond.
 
        The ASSURED must promptly notify the COMPANY of any change in any fact or
        circumstance which materially affects the risk assumed by the COMPANY under
        this Bond.
 
        Any intentional misrepresentation, omission, concealment or incorrect statement of
        a material fact, in the APPLICATION or otherwise, shall be grounds for recision of
        this Bond.

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 5 of 19
General Agreements            
(continued)            
 
 
Additional Offices Or   C.   If the ASSURED, other than an Investment 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       Bond for loss which has:
OrLiabilities - 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 an Investment
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)   an Employee admits to being guilty of Larceny or Embezzlement,
        (2)   an Employee is adjudicated to be guilty of Larceny or Embezzlement, or

 
  ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 6 of 19
General Agreements        
 
Court Costs And   (3)      in the absence of 1 or 2 above, an arbitration panel agrees, after a review of
Attorneys’ Fees          an agreed statement of facts between the COMPANY and the ASSURED,
(continued)          that an Employee would be found guilty of Larceny or Embezzlement if
           such Employee were 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 demanded is any such suit or legal proceeding is in excess of the
    DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM
    2.   of the DECLARATIONS for the applicable INSURING CLAUSE, the
    COMPANY'S liability for court costs and attorney's fees incurred in defending all or
    part of such suit or legal proceedings shall be limited to the proportion of such
    court costs or attorney's fees that the amount demanded that would be payable
    under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
    amount demanded.
 
    Amounts paid by the COMPANY for court costs and attorneys' fees shall be in
    addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 7 of 19
Conditions And                
Limitations                
 
Definitions   1.   As used in this Bond:
        a.   Computer System means 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.   Counterfeit means an imitation of an actual valid original which is intended
            to deceive and be taken as the original.
 
        c.   Custodian means the institution designated by an Investment Company to
            maintain possession and control of its assets.
 
        d.   Customer means an individual, corporate, partnership, trust customer,
            shareholder or subscriber of an Investment Company which has a written
            agreement with the ASSURED for Voice Initiated Funds Transfer
            Instruction.
 
        e.   Employee means:
 
            (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 to Property of the ASSURED, or

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 8 of 19
Conditions And            
Limitations            
 
Definitions   (8)   each natural person, partnership or corporation authorized by written
(continued)       agreement with the ASSURED to perform services as electronic data
        processor of checks or other accounting records related to such checks but
        only while such person, partnership or corporation is actually performing
        such services and not:
 
        a.   creating, preparing, modifying or maintaining the ASSURED'S
            computer software or programs, or
 
        b.   acting as transfer agent or in any other agency capacity in issuing
            checks, drafts or securities for the ASSURED,
 
    (9)   any partner, officer or employee of an investment advisor, an underwriter
        (distributor), a transfer agent or shareholder accounting recordkeeper, or an
        administrator, for an Investment Company while performing acts coming
        within the scope of the customary and usual duties of an officer or employee
        of an Investment Company or acting as a member of any committee duly
        elected or appointed to examine, audit or have custody of or access to
        Property of an Investment Company.
 
        The term Employee shall 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 an Investment Company or of
            the investment advisor or underwriter (distributor) of such Investment
            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 from Larceny or
            Embezzlement committed 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 considered Employees.

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 9 of 19
Conditions And        
Limitations        
 
Definitions   f.   Forgery means 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 Company means any investment company registered under the
        Investment Company Act of 1940 and listed under the NAME OF ASSURED
        on the DECLARATIONS.
 
    h.   Items of Deposit means one or more checks or drafts drawn upon a
        financial institution in the United States of America.
 
    i.   Larceny or Embezzlement means larceny or embezzlement as defined in
        Section 37 of the Investment Company Act of 1940.
 
    j.   Property means 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.   Relative means the spouse of an Employee or partner of the ASSURED
        and any unmarried child supported wholly by, or living in the home of, such
        Employee or partner and being related to them by blood, marriage or legal
        guardianship.
 
    l.   Securities, documents or other written instruments means original
        (including original counterparts) negotiable or non-negotiable instruments, or
        assignments thereof, which in and of themselves represent an equitable
        interest, ownership, or debt and which are in the ordinary course of business
        transferable by delivery of such instruments with any necessary
        endorsements or assignments.

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 10 of 19
Conditions And            
Limitations            
 
 
Definitions       m.   Subsidiary means 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 Company means any organization which provides its own
            or its leased vehicles for transportation or which provides freight forwarding
            or air express services.
 
        o.   Voice Initiated Election means any election concerning dividend options
            available to Investment Company shareholders or subscribers which is
            requested by voice over the telephone.
 
        p.   Voice Initiated Redemption means any redemption of shares issued by an
            Investment Company which is requested by voice over the telephone.
 
        q.   Voice Initiated Funds Transfer Instruction means any Voice Initiated
            Redemption or Voice Initiated Election.
 
        For the purposes of these definitions, the singular includes the plural and the
        plural includes the singular, unless otherwise indicated.
 
 
General Exclusions -   2.   This bond does not directly or indirectly cover:
Applicable to All Insuring       a.   loss not reported to the COMPANY in writing within sixty (60) days after
Clauses           termination of this Bond as an entirety;
 
        b.   loss due to riot or civil commotion outside the United States of America and
            Canada, or any loss due to military, naval or usurped power, war or
            insurrection. This Section 2.b., however, shall not apply to loss which occurs
            in transit in the circumstances recited in INSURING CLAUSE 3., provided
            that when such transit was initiated there was no knowledge on the part of
            any person acting for the ASSURED of such riot, civil commotion, military,
            naval or usurped power, war or insurrection;
 
        c.   loss resulting from the effects of nuclear fission or fusion or radioactivity;
 
        d.   loss of potential income including, but not limited to, interest and dividends
            not realized by the ASSURED or by any customer of the ASSURED;
 
        e.   damages of any type for which the ASSURED is legally liable, except
            compensatory damages, but not multiples thereof, arising from a loss
            covered under this Bond;
 
        f.   costs, fees and expenses incurred by the ASSURED in establishing the
            existence of or amount of loss under this Bond, except to the extent covered
            under INSURING CLAUSE 11.;
 
        g.   loss resulting from indirect or consequential loss of any nature;

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 11 of 19
Conditions And                    
Limitations                    
 
General Exclusions -       h.   loss resulting from dishonest acts by any member of the Board of Directors
Applicable to All Insuring           or Board of Trustees of the ASSURED who is not an Employee, 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 any Employee:
            (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 an Employee, 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 of Property;
        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 of Property in
                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 or Property of the ASSURED;
        c.   loss resulting from payments made or withdrawals from any account
            involving erroneous credits to such account;
        d.   loss involving Items of Deposit which are not finally paid for any reason
            provided however, that this Section 3.d. shall not apply to INSURING
            CLAUSE 10.;
        e.   loss of property while in the mail;

 
  ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 12 of 19
Conditions And            
Limitations            
 
Specific Exclusions -       f.   loss resulting from the failure for any reason of a financial or depository
Applicable To All Insuring           institution, its receiver or other liquidator to pay or deliver funds or other
Clauses Except Insuring           Property to the ASSURED provided further that this Section 3.f. shall not
Clause 1.           apply to loss of Property resulting directly from robbery, burglary,
(continued)           misplacement, mysterious unexplainable disappearance, damage,
            destruction or removal from the possession, custody or control of the
            ASSURED.
        g.   loss of Property while in the custody of a Transportation 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 a Computer System who acts in good faith on
            instructions, unless such instructions are given to that person by a software
            contractor or its partner, officer, or employee authorized by the ASSURED to
            design, develop, prepare, supply, service, write or implement programs for
            the ASSURED's Computer System; or
        i.   loss resulting directly or indirectly from the input of data into a Computer
            System terminal, 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
            Employee is 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 of Property, or
 
        c.   all acts, other than those specified in a. above, of any one person, or

 
  ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 13 of 19
Conditions And            
Limitations            
 
Limit Of Liability/Non-       d.   any one casualty or event other than those specified in a., b., or c. above,
Reduction And Non-       shall be deemed to be one loss and shall be limited to the applicable LIMIT OF
Accumulation Of Liability       LIABILITY stated in ITEM 2. of the DECLARATIONS of this Bond irrespective of
(continued)       the total amount of such loss or losses and shall not be cumulative in amounts
        from year to year or from period to period.
 
        All acts, as specified in c. above, of any one person which
 
        i.   directly or indirectly aid in any way wrongful acts of any other person or
            persons, or
 
        ii.   permit the continuation of wrongful acts of any other person or persons
 
        whether such acts are committed with or without the knowledge of the wrongful
        acts of the person so aided, and whether such acts are committed with or without
        the intent to aid such other person, shall be deemed to be one loss with the
        wrongful acts of all persons so aided.
 
 
Discovery   6.   This Bond applies only to loss first discovered by an officer of the ASSURED
        during the BOND PERIOD. Discovery occurs at the earlier of an officer of the
        ASSURED being aware of:
 
        a.   facts which may subsequently result in a loss of a type covered by this Bond,
            or
 
        b.   an actual or potential claim in which it is alleged that the ASSURED is liable
            to a third party,
 
        regardless of when the act or acts causing or contributing to such loss occurred,
        even though the amount of loss does not exceed the applicable DEDUCTIBLE
        AMOUNT, or the exact amount or details of loss may not then be known.
 
 
 
Notice To Company -   7.   a.   The ASSURED shall give the COMPANY notice thereof at the earliest
Proof - Legal Proceedings           practicable moment, not to exceed sixty (60) days after discovery of loss, in
Against Company           an amount that is in excess of 50% of the applicable DEDUCTIBLE
            AMOUNT, as stated in ITEM 2. of the DECLARATIONS.
 
        b.   The ASSURED shall furnish to the COMPANY proof of loss, duly sworn to,
            with full particulars within six (6) months after such discovery.
 
        c.   Securities listed in a proof of loss shall be identified by certificate or bond
            numbers, if issued with them.
 
        d.   Legal proceedings for the recovery of any loss under this Bond shall not be
            brought prior to the expiration of sixty (60) days after the proof of loss is filed
            with the COMPANY or after the expiration of twenty-four (24) months from
            the discovery of such loss.
 
        e.   This Bond affords coverage only in favor of the ASSURED. No claim, suit,
            action or legal proceedings shall be brought under this Bond by anyone
            other than the ASSURED.

 
  ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 14 of 19
Conditions And            
Limitations            
 
Notice To Company -       f.   Proof of loss involving Voice Initiated Funds Transfer Instruction shall
Proof - Legal Proceedings           include electronic recordings of such instructions.
Against Company            
(continued)            
 
 
Deductible Amount   8.   The COMPANY shall not be liable under any INSURING CLAUSES of this Bond
        on account of loss unless the amount of such loss, after deducting the net amount
        of all reimbursement and/or recovery obtained or made by the ASSURED, other
        than from any Bond or policy of insurance issued by an insurance company and
        covering such loss, or by the COMPANY on account thereof prior to payment by
        the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in
        ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event
        for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
        DECLARATIONS.
 
        There shall be no deductible applicable to any loss under INSURING CLAUSE 1.
        sustained by any Investment Company.
 
 
Valuation   9.   BOOKS OF ACCOUNT OR OTHER RECORDS
        The value of any loss of Property consisting 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 of Property other 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 such Property on the
        business day immediately preceding discovery of such loss provided, however,
        that the value of any Property replaced by the ASSURED with the consent of the
        COMPANY and prior to the settlement of any claim for such Property shall 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 such Property or for
        such privileges, the value shall be fixed by agreement between the parties.
        OTHER PROPERTY
 
        The value of any loss of Property, other than as stated above, shall be the actual
        cash value or the cost of repairing or replacing such Property with Property of
        like quality and value, whichever is less.

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 15 of 19
Conditions And            
Limitations            
(continued)            
 
Securities Settlement   10.   In the event of a loss of securities covered under this Bond, the COMPANY may,
        at its sole discretion, purchase replacement securities, tender the value of the
        securities in money, or issue its indemnity to effect replacement securities.
 
        The indemnity required from the ASSURED under the terms of this Section
        against all loss, cost or expense arising from the replacement of securities by the
        COMPANY'S indemnity shall be:
 
        a.   for securities having a value less than or equal to the applicable
            DEDUCTIBLE AMOUNT - one hundred (100%) percent;
 
        b.   for securities having a value in excess of the DEDUCTIBLE AMOUNT but
            within the applicable LIMIT OF LIABILITY - the percentage that the
            DEDUCTIBLE AMOUNT bears to the value of the securities;
 
        c.   for securities having a value greater than the applicable LIMIT OF LIABILITY
            - the percentage that the DEDUCTIBLE AMOUNT and portion in excess of
            the applicable LIMIT OF LIABILITY bears to the value of the securities.
 
        The value referred to in Section 10.a., b., and c. is the value in accordance with
        Section 9, VALUATION, regardless of the value of such securities at the time the
        loss under the COMPANY'S indemnity is sustained.
 
        The COMPANY is not required to issue its indemnity for any portion of a loss of
        securities which is not covered by this Bond; however, the COMPANY may do so
        as a courtesy to the ASSURED and at its sole discretion.
 
        The ASSURED shall pay the proportion of the Company's premium charge for the
        Company's indemnity as set forth in Section 10.a., b., and c. No portion of the
        LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
        purchased by the ASSURED to obtain replacement securities.
 
 
Subrogation – Assignment - 11.   In the event of a payment under this Bond, the COMPANY shall be subrogated to
Recovery       all of the ASSURED'S rights of recovery against any person or entity to the extent
        of such payment. On request, the ASSURED shall deliver to the COMPANY an
        assignment of the ASSURED'S rights, title and interest and causes of action
        against any person or entity to the extent of such payment.
 
        Recoveries, whether effected by the COMPANY or by the ASSURED, shall be
        applied net of the expense of such recovery in the following order:
 
        a.   first, to the satisfaction of the ASSURED'S loss which would otherwise have
            been paid but for the fact that it is in excess of the applicable LIMIT OF
            LIABILITY,
 
        b.   second, to the COMPANY in satisfaction of amounts paid in settlement of
            the ASSURED'S claim,
 
        c.   third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE
            AMOUNT, and

 
ICAP Bond (5-98)
Form 17-02-1421 (Ed. 5-98) Page 16 of 19
Conditions And            
Limitations            
 
Subrogation - Assignment -       d.   fourth, to the ASSURED in satisfaction of any loss suffered by the
Recovery           ASSURED which was not covered under this Bond.
(continued)       Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a
        recovery under this section.
 
 
Cooperation Of Assured   12.   At the COMPANY'S request and at reasonable times and places designated by
        the COMPANY, the ASSURED shall:
 
        a.   submit to examination by the COMPANY and subscribe to the same under
            oath,
 
        b.   produce for the COMPANY'S examination all pertinent records, and
 
        c.   cooperate with the COMPANY in all matters pertaining to the loss.
 
        The ASSURED shall execute all papers and render assistance to secure to the
        COMPANY the rights and causes of action provided for under this Bond. The
        ASSURED shall do nothing after loss to prejudice such rights or causes of action.
 
 
 
Termination   13.   If the Bond is for a sole ASSURED, it shall not be terminated unless written notice
        shall have been given by the acting party to the affected party and to the
        Securities and Exchange Commission, Washington, D.C., not less than sixty (60)
        days prior to the effective date of such termination.
 
        If the Bond is for a joint ASSURED, it shall not be terminated unless written notice
        shall have been given by the acting party to the affected party, and by the
        COMPANY to all ASSURED Investment Companies and 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 an Investment
        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 an Employee learns of any dishonest act
        committed by such Employee at 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 such Employee from a position that would enable
            such Employee to cause the ASSURED to suffer a loss covered by this
            Bond; and
        b.   within forty-eight (48) hours of learning that an Employee has 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 any Employee sixty (60)
        days after written notice is received by each ASSURED Investment Company
        and the Securities and Exchange Commission, Washington, D.C. of its desire to
        terminate this Bond as to such Employee.
 
 
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.   a Transportation Company, or
 
        c.   another entity on whose premises the loss occurred or which employed the
            person causing the loss or engaged the messenger conveying the Property
            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 insured Investment 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
 
  Chubb & Son, div. of Federal Insurance Company
as manager of the member insurers of the
Chubb Group of Insurance Companies
                                               POLICYHOLDER
                             DISCLOSURE NOTICE OF
TERRORISM INSURANCE COVERAGE
(for policies with no terrorism exclusion or sublimit)

You are hereby notified that, under the Terrorism Risk Insurance Act of 2002 (the “Act”)
effective November 26, 2002, this policy makes available to you insurance for losses
arising out of certain acts of international terrorism. Terrorism is defined as any act
certified by the Secretary of the Treasury, in concurrence with the Secretary of State and
the Attorney General of the United States, to be an act of terrorism; to be a violent act or
an act that is dangerous to human life, property or infrastructure; to have resulted in
damage within the United States, or outside the United States in the case of an air carrier
or vessel or the premises of a United States Mission; and to have been committed by an
individual or individuals acting on behalf of any foreign person or foreign interest, as part
of an effort to coerce the civilian population of the United States or to influence the policy
or affect the conduct of the United States Government by coercion.
 
You should know that the insurance provided by your policy for losses caused by acts of
terrorism is partially reimbursed by the United States under the formula set forth in the
Act. Under this formula, the United States pays 90% of covered terrorism losses that
exceed the statutorily established deductible to be paid by the insurance company
providing the coverage. The portion of your policy’s annual premium that is attributable to
insurance for such acts of terrorism is: $ -0-.
 
If you have any questions about this notice, please contact your agent or broker.

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

                                                                                                                                                         VIGILANT INSURANCE COMPANY
                                                                                                                                                         Endorsement No.: 1
                                                                                                                                                         Bond Number:   82047423
 
NAME OF ASSURED: BLACKROCK KELSO CAPITAL CORPORATION    
                                                   DELETING VALUATION-OTHER PROPERTY ENDORSEMENT
It is agreed that this Bond is amended by deleting in its entirety the paragraph titled Other Property in Section
9., Valuation.    
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on May 9, 2006.
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 
Date: October 4, 2006

ICAP Bond
 
Form 17-02-2437 (Ed. 1-01)
 
Effective date of        
this endorsement: May 9, 2006   VIGILANT INSURANCE COMPANY
    Endorsement No.: 2
    To be attached to and form a part of Bond
    Number:   82047423
 
 
Issued to: BLACKROCK KELSO CAPITAL CORPORATION
                                           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: October 4, 2006

Form 14-02-9228 (Ed. 4/2004)
 
                                                                                                                                   VIGILANT INSURANCE COMPANY
                                                                                                                                   Endorsement No:   3
                                                                                                                                   Bond Number:   82047423
NAME OF ASSURED: BLACKROCK KELSO CAPITAL CORPORATION    
 
 
                                     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.   Bond Number:
 
b.   Date of Notice;
 
c.   Reason for Cancellation;
 
d.   Expiration Date of the Bond;
 
e.   Effective Date and Hour of Cancellation.
 
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 May 9, 2006.
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 
Date: October 4, 2006

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

                                                                                                                                   VIGILANT INSURANCE COMPANY
 
                                                                                                                                   Endorsement No.: 4
 
                                                                                                                                   Bond Number:   82047423
 
 
 
NAME OF ASSURED: BLACKROCK KELSO CAPITAL CORPORATION    
 
                                                     NEW YORK AMENDATORY ENDORSEMENT
 
It is agreed that this Bond is amended as follows:    
 
1.   By adding to Section 13, Termination, the following:    
 
    Bonds In Effect Sixty (60) Days Or Less    
 
    If this Bond has been in effect for less than sixty (60) days and if it is not a renewal Bond, the
    COMPANY may terminate it for any reason by mailing or delivering to the ASSURED and to the
    authorized agent or broker, if any, written notice of termination at least sixty (60) days before the
    effective date of termination.    
 
    Bonds In Effect More Than Sixty (60) Days    
 
    If this Bond has been in effect for sixty (60) days or more, or if it is a renewal of a Bond issued by the
    COMPANY, it may be terminated by the COMPANY by mailing or delivering to the ASSURED and to
    the authorized agent or broker, if any, written notice of termination at least sixty (60) days before the
    effective date of termination. Furthermore, when the Bond is a renewal or has been in effect for sixty
    (60) days or more, the COMPANY may terminate only for one or more of the reasons stated in 1-7
    below.    
 
    1.   Nonpayment of premium;    
 
    2.   Conviction of a crime arising out of acts increasing the hazard insured against ;
 
    3.   Discovery of fraud or material misrepresentation in the obtaining of this Bond or in the
        presentation of a claim thereunder;    
 
    4.   Violation of any provision of this Bond that substantially and materially increases the hazard
        insured against, and which occurred subsequent to inception of the current BOND PERIOD;
 
    5.   If applicable, material physical change in the property insured, occurring after issuance or last
        annual renewal anniversary date of this Bond, which results in the property becoming uninsurable
        in accordance with the COMPANY's objective, uniformly applied underwriting standards in effect
        at the time this Bond was issued or last renewed; or material change in the nature or extent of
        this Bond occurring after issuance or last annual renewal anniversary date of this Bond, which
        causes the risk of loss to be substantially and materially increased beyond that contemplated at
        the time this Bond was issued or last renewed;    

ICAP Bond - New York  
Form 17-02-2863 (Rev. 7-03) Page 1

    6.   A determination by the Superintendent of Insurance that continuation of the present premium
        volume of the COMPANY would jeopardize the COMPANY's policyholders, creditors or the
        public, or continuing the Bond itself would place the COMPANY in violation of any provision of the
        New York Insurance Code; or
    7.   Where the COMPANY has reason to believe, in good faith and with sufficient cause, that there is
        a probable risk or danger that the Property will be destroyed by the ASSURED for the purpose of
        collecting the insurance proceeds.
    Notice Of Termination
    Notice of termination under this SECTION shall be mailed to the ASSURED and to the authorized
    agent or broker, if any, at the address shown on the DECLARATIONS of this Bond. The COMPANY,
    however, may deliver any notice instead of mailing it.
    Return Premium Calculations
    The COMPANY shall refund the unearned premium computed pro rata if this Bond is terminated by the
    COMPANY."
2.   By adding a new Section reading as follows:
    "Section 17. Election To Conditionally Renew / Nonrenew This Bond
    Conditional Renewal
    If the COMPANY conditionally renews this Bond subject to:
    1.   Change of limits of liability ;
    2.   Change in type of coverage;
    3.   Reduction of coverage;
    4.   Increased deductible;
    5.   Addition of exclusion; or
    6.   Increased premiums in excess of 10%, exclusive of any premium increase due to and
        commensurate with insured value added; or as a result of experience rating, retrospective rating
        or audit; the COMPANY shall send notice as provided in Notices Of Nonrenewal And Conditional
        Renewal immediately below.
    Notices Of Nonrenewal And Conditional Renewal
    1.   If the COMPANY elects not to renew this Bond, or to conditionally renew this Bond as provided
        herein, the COMPANY shall mail or deliver written notice to the ASSURED at least sixty (60) but
        not more than one hundred twenty (120) days before:
        a.   The expiration date; or
        b.   The anniversary date if this Bond has been written for a term of more than one year.

ICAP Bond - New York  
Form 17-02-2863 (Rev. 7-03) Page 2

    2.   Notice shall be mailed or delivered to the ASSURED at the address shown on the
        DECLARATIONS of this Bond and the authorized agent or broker, if any. If notice is mailed,
        proof of mailing shall be sufficient proof of notice.
 
    3.   Paragraphs 1. and 2. immediately above shall not apply when the ASSURED, authorized agent
        or broker, or another insurer has mailed or delivered written notice to the COMPANY that the
        Bond has been replaced or is no longer desired.
 
3.   By adding to General Agreement B., Representations Made By Assured, the following:
 
    No misrepresentation shall be deemed material unless knowledge by the COMPANY would have lead
    to the COMPANY'S refusal to write this Bond.
 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on May 9, 2006.
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.

 
Date: October 4, 2006

ICAP Bond - New York  
Form 17-02-2863 (Rev. 7-03) Page 3

 
  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)
 
 
 
 
                                                                                   ENDORSEMENT/RIDER
Effective date of    
this endorsement/rider: May 9, 2006   VIGILANT INSURANCE COMPANY
    Endorsement/Rider No. 5
    To be attached to and
    form a part of Bond No. 82047423
Issued to: BLACKROCK KELSO CAPITAL CORPORATION
 
 
                                                                     AMEND INVESTMENT COMPANY ENDORSEMENT
In consideration of the premium charged, it is agreed that Section 1, Definition g., Investment Company, is
deleted in its entirety and replaced with the following:
Investment Company means (1) any investment company registered under the Investment Company Act of
1940 or (2) any business development company that has filed a Form N-54A (or successor form) with the
Securities and Exchange Commission electing to be subject to the provisions of the Investment Company Act
of 1940 applicable to business development companies, and listed under the NAME OF ASSURED on the
DECLARATIONS.    
 
 
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.

 
 
Q07-775 (04/2007)
 
Page 1