111 South Wacker Drive
	Chicago, IL 60606
	Telephone: 312-443-0700
	Fax: 312-443-0336
	www.lockelo rd.com
	Michael K. Renetzky
	Direct Telephone: 312-443-1823
	Direct Fax: 312-896-6523
	mrenetzky@lockelord.com

July 24, 2009
 

Atlanta, Austin, Boston, Chicago, Dallas, Houston, London, Los Angeles, New Orleans, New York, Sacramento, Washington DC

 

CAPITAL SOUTHWEST CORPORATION
CAPITAL SOUTHWEST VENTURE CORPORATION
SECRETARY’S CERTIFICATE
_________________________________

I, Tracy L. Morris, Secretary of Capital Southwest Corporation (the “Corporation”) and Capital Southwest Venture Corporation, certify that the following is a true and correct copy of resolutions adopted by the Board of Directors, including all of the directors who are not “interested persons,” on July 21, 2008, and that the same are in full force and effect as of the date of this certification:

"RESOLVED, that the Financial Institution Bond Standard Form No. 14 in the face amount of $900,000 written by the Fidelity and Deposit Company of Maryland, Bond Numbers FIB 0000609-11 is hereby approved, authorized and their adoption ratified for the policy period beginning July 21, 2008 and effective until June 30, 2009 or their date of cancellation; and

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

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

 

Statement of Amount of Single Insured Bonds
 

In accordance with Rule 17g-1(g)(1)(ii)(c) under the Investment Company Act of 1940, the amount of the single insured bond that would have been provided and maintained by each of the Corporation and Capital Southwest Venture Corporation if not insured under the Fidelity Bond was $750,000 and $525,000 respectively.

Statement of Premiums Paid

In accordance with Rule 17g-1(g)(1)(ii)(d) under the Investment Company Act of 1940, the Fidelity Bond premiums have been paid for the period of June 21, 2008 through June 30, 2009.

IN WITNESS WHEREOF, the undersigned has executed this certificate this 20th day of July, 2009.

			/s/ Tracy L. Morris
			Tracy L. Morris
			Secretary

JOINT INSURED BOND AGREEMENT 

This Agreement is made the 1^st day of July, 2008 by and between Capital Southwest Corporation, a Texas Corporation, and Capital Southwest Venture Corporation, a Nevada Corporation (collectively, the “Joint Insureds”). 

WITNESSETH: 

WHEREAS, each of the Capital Southwest Corporation and Capital Southwest Venture Corporation are registered investment companies; and
 
WHEREAS, the Capital Southwest Corporation and Capital Southwest Venture Corporation are named insureds under a certain fidelity bond with Fidelity & Deposit Company of Maryland (the “Insurer”) with fidelity coverage of $900,000 (the “Bond”), for the one year team commencing July 1, 2008 and through June 30, 2009 and which Bond is intended to be in full compliance with Rule 17g-1, a joint insured bond; and
 
WHEREAS, the Board of Directors of each of the Capital Southwest Corporation and Capital Southwest Venture Corporation (collectively, the “Boards”), including a majority of each of the Boards who are not “interested persons” of such investment company as defined in Section 2(a) (19) of the Investment Company Act of 1940, as amended, has authorized and approved pursuant to Rule 17g-1, a joint insured bond; and
 
WHEREAS, the Joint Insureds, pursuant to Rule 17g-1(f), are required to enter into an agreement dealing with, among other things, their respective rights under the Bond in the event of a loss thereunder.
 
NOW, THEREFORE, the parties hereto agree as follows:

			1.			As often as their fiduciary duties require but, in the case of each registered investment company, not less than once every twelve months, the Boards of the Joint Insureds, including a majority of the Boards of each registered investment company who are not “interested persons” of such investment company as defined in Section 2(a) (19) of the Investment Company Act of 1940 shall, with due consideration to all relevant factors, approve the form, amount and coverage of the joint insured bond, including the portion of the premium to be paid by such company, which shall meet the requirements of Rule 17g-1.
			2.			The premium payable on the joint insured bond shall be allocated between the Joint Insureds pro rata based on gross assets in each respective registered investment company.
			3.			In the event, recovery is received under the joint insured bond as a result of a loss sustained by one or more of the Joint Insureds, the registered investment company, if any, sustaining the loss shall receive an equitable and proportionate share of the recovery but at least equal to the amount which it would have received had it provided and maintained a single insured bond with the minimum coverage required by Rule 17g-1(d) (1).
			4.			Each Joint Insured which is a registered investment company shall comply with the filing and notification requirements of Rule 17g-1(g) during the term of this agreement.
			5.			This Agreement is effective as of the date first written above. Within 60 days prior to the anniversary date of any joint insured bond issued in connection with this Agreement, any party hereto may, upon written notice to the other parties, terminate its participation hereunder. This Agreement shall terminate upon mutual written consent of each party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on their behalf as of the 26^th day of June 2009.

			CAPITAL SOUTHWEST CORPORATION
			By: /s/ Gary L. Martin
			Gary L. Martin, President
			CAPITAL SOUTHWEST VENTURE CORPORATION
			By: /s/ Gary L. Martin
			Gary L. Martin, President