|NICHOLAS COMPANY, INC.CODE OF ETHICSAND INSIDER TRADING POLICY(as amended on April 27, 2007)
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Nicholas Company, Inc., an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"), hereby adopts the following Code of Ethics and Insider Trading Policy ("Code") governing the
conduct of personal trading by persons associated with it. The purpose of this Code is to foster compliance with applicable federal and state regulatory requirements and to eliminate transactions suspected of being in conflict with the best
interests of the Company's clients. This Code is in compliance with rule 204A-1 under the Advisers Act which requires that registered investment advisers adopt code of ethics.

In addition, as an entity with access to highly confidential and sensitive information, the Company has potential exposure to liability or penalties under the Federal securities laws for insider trading or other improper
use of information by employees or other persons under their control. Thus, this Code is also in compliance with, Section 204A of the Investment Advisors Act of 1940 which mandates that investment advisors adopt, maintain and enforce written
policies and procedures reasonably designed to prevent insider trading or other misuse of material, non-public information by investment advisers and any person associated with such investment advisors.

|1. | Definitions.
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|   | B.          
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|   | D.          
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|   | E.          
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|   | adviser and is subject to the supervision and control of the investment adviser.                                                                                                                                                                                   
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|2. | Standards of Conduct and Compliance with Laws.                                                                                                                                                                                                                     
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|   | A.                                                                                                                                                                                                                                                                 
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|   | ethical manner when dealing with clients, prospective clients and fellow employees. Supervised Persons must adhere to the Company's fiduciary duty to its clients and act for the benefit of their client(s) and place their
client(s)' interests before their own.
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|   | B.                                                                                                                                                                                                                                                                 
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|3. | Insider Trading.                                                                                                                                                                                                                                                   
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|   | A.                                                                                                                                                                                                                                                                 
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The duty to disclose inside information before trading arises from: (i) the existence of a relationship giving access to information intended to be available only for a corporate purpose and not for the personal benefit of
anyone; and (ii) the unfairness of allowing a corporate insider to take advantage of that information while knowing it is unavailable to the investing public. The Securities and Exchange Commission ("SEC") has recognized that "a significant purpose
of the Exchange Act was to eliminate the idea that the use of inside information for personal advantage was a normal emolument of corporate office."

Under some circumstances, "outsiders" become fiduciaries of shareholders and thus become subject to the same duty to disclose or abstain as an insider. Such persons assume the duties of an insider temporarily, by virtue of
a special relationship with the company. For the duty to be imposed, however, the company must expect the outsider to keep the disclosed non-public information confidential, and the relationship must imply that duty.  For investment advisers, such
as the Company, this duty may be imposed on the basis of the Company's access to material non-public information and the confidentiality relationship which may exist between the Company and the registrant whose securities the Company may trade on
behalf of its clients. As hereinafter discussed, any reference to an "insider" shall apply to all access persons of the Company, and shall relate to all securities of which the access person has inside information.

Liability for trading on confidential information also has been extended to non-insiders under a theory of misappropriating information from their employers. The misappropriation theory broadly proscribes the conversion by
insiders or others of material non-public information in connection with the purchase or sale of securities. While a person may gain a competitive advantage in the securities marketplace through skill, one may not gain such an advantage by stealing
material non-public information in breach of an employer-imposed fiduciary duty to confidentiality. The misappropriation theory has been applied to find violations of the antifraud provisions by an employee of a financial printer, investment banking
employees, and a law firm's officer manager for trading in securities of an employer's corporate client on the basis of misappropriated information.

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B.Materiality of Inside Information.Despite the "disclose or refrain from trading" rule, an
insider is not always foreclosed from investing merely because he or she may be more familiar with company operations than are outside investors. An insider's duty to either disclose information or refrain from dealing arises in "those situations
which are essentially extraordinary in nature and which are reasonably certain to have a substantial effect on the market price of the security."  The Exchange Act only requires the disclosure of material facts, allowing outsiders to make their own
evaluations in reaching investment decisions.

The test of materiality has been described as weighing whether the information in question would have been important to a reasonable investor in determining whether to buy, sell or hold a security.

C.Disclosure of Inside Information.Information loses its inside character once it has been
effectively disclosed.  It may be difficult to determine when the information is sufficiently disseminated to allow an insider to trade. An insider who traded immediately after release to the news media, for example, but before the news was
published, was held in violation of the insider trading prohibition. In that case, the court said that, at a minimum, the insider should not have placed his order until the news could reasonably have been expected to appear over the media of widest
circulation.  The SEC has said that "in order to effect a meaningful public disclosure of corporate information, it must be disseminated in a manner calculated to reach the securities market place in general through recognized channels of
distribution, and public investors must be afforded a reasonable waiting period to react to the information."

How soon after the release of material information insiders may begin to trade thus depends both on how thoroughly and how quickly the information is published by the news-wire services and the press. In addition, insiders
should refrain from trading following dissemination until the public has had an opportunity to evaluate the information thoroughly.  Where the impact of the information on investment decisions is readily understandable, as in the case of an earnings
report, the required waiting period will be shorter than when the information must be interpreted before its bearing on investment decisions can be evaluated. While the waiting period is dependent on the circumstances, certain stock exchanges
recommend that insiders wait for at least 24 hours after the general publication of the information in a national medium. Where publication is not so widespread, a minimum waiting period of 48 to 72 hours is recommended.

D.Tipping.Not only are insiders, as fiduciaries, forbidden to personally use undisclosed
corporate information to their advantage, they also may not give such information to an outsider for the similarly improper purpose of exploiting the information for personal gain.  "Tipping" is viewed as a means of indirectly violating the
"disclose or abstain from trading" rule which applies to insiders.

Liability for tipping derives from the rule that silence when trading with inside information constitutes a fraud under the antifraud provisions of the Exchange Act if there is a relationship of trust and confidence
between shareholders and the person trading on the inside information. Unlike insiders who have independent fiduciary duties to both the company and its shareholders, the typical tippee has no such relationship. A tippee, however, is not always free
to trade on inside information. If the insider-tipper has breached his or her fiduciary duty to shareholders, the tippee inherits the duty to disclose or abstain.

The tippee's duty to disclose or abstain is a derivative of the duty of the insider.  Some tippees assume an insider's duty to the shareholders not because of receiving the insider information, but rather because it has
been made available to them improperly. A tippee assumes a fiduciary duty to the shareholders of a company not to trade on material non-public information only when the insider has breached a fiduciary duty to the shareholders by disclosing the
information to the tippee and the tippee knows or should know there has been a breach.

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|   | E.                     | Conclusion.                                                                                                                                                                                                                        
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|   |                        | The purpose of the foregoing discussion is to educate and sensitize all Access Persons of the Company to insider trading issues. Insider trading, or tipping, by any access person of the Company is strictly
prohibited.          
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|4. | Prohibited Activities.
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|   | A.                     | Unlawful Actions:                                                                                                                                                                                                                  
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|   |                        | No Access Person shall, in connection with the purchase or sale, directly or indirectly, of a "Security Held or To Be Acquired" by any registered investment company or account for which the Company serves as investment
advisor:
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|(1) | Employ any device, scheme, or artifice to defraud any client or prospective client of the Company;                                                                                                                       
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|(2) | Make any untrue statement of material fact to the Company or omit to state a material fact necessary to make the statements made to the Company, in light of the circumstances under which they are made, not
misleading;
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|(3) | Engage in any act, transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client of the Company;                                                                
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|(4) | Engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.                                                                                                                       
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For purposes of this Section 3A, a "Security Held or To Be Acquired" by any registered investment company or account to which the Company serves as investment adviser shall mean any Covered Security which, within the most
recent 15 days: (a) is or has been held by a registered investment company or account to which the Company serves as investment adviser; or (b) is being or has been considered by the Company for purchase by any registered investment company or
account to which the Company serves as investment adviser.  In addition, the securities subject to the foregoing anti-fraud provisions include any option to purchase or sell, and any security that is exchangeable for or convertible into, any Covered
Security that is held or to be acquired by any registered investment company or account to which the Company serves as investment adviser.



| | B.Blackout Period for Security Transactions.
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No Access Person shall purchase or sell, directly or indirectly, for his/her own account, or acquire any beneficial ownership in, any security which has been purchased or sold within the preceding fifteen (15) days by any
registered investment company or account to which the Company serves as investment adviser or which to his/her knowledge will be purchased or sold within the succeeding fifteen (15) days by any such registered investment company or account to which
the Company serves as investment adviser, unless such purchase or sale is approved in writing by Albert O. Nicholas, David O. Nicholas or Jeffrey T. May, or a person delegated by any of the foregoing, prior to the effectuation of such purchase or
sale. A copy of such written approval shall be retained for a period of at least five (5) years.

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C. No Access Person shall purchase any security from, or sell any security to, any registered investment company or account to which the Company serves as investment adviser, unless
the sale or purchase involves solely securities of which the registered investment company is the issuer.

5.Pre-approval of Investments in IPOs and Limited Offerings.

All Company Investment Personnel must obtain approval from the Company (either Albert O. Nicholas, David O. Nicholas or Jeffrey T. May, or a person delegated by any of the foregoing) before directly or indirectly acquiring
beneficial ownership of any securities in an Initial Public Offering or in a Limited Offering.

For purposes of this requirement, the following definitions set forth in Rule 17j-1 shall apply:

Investment Personnelshall mean (1) any employee of the Company (or any company in control of the Company) who, in connection with his or her regular functions or duties, makes
or participates in making recommendations regarding the purchase or sale of securities by the Company for the benefit of any registered investment company or account to which the Company serves as investment adviser; and (2) any natural person who
controls the Company and who obtains information concerning recommendations made by the Company to any registered investment company or account to which the Company serves as investment adviser regarding the purchase or sale of securities.

Initial Public Offeringshall mean an offering of securities under the Securities Act of 1933, as amended ("Securities Act"), the issuer of which, immediately before the
registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

Limited Offeringshall mean an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 and
Rule 506 under the Securities Act.



|6.Exempt Purchases and Sales.
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The prohibitions in Sections 2 and 3 of this Code shall not be applicable to purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights
were acquired from such issuer, and sales of such rights so acquired.

|7. | Reporting.
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investment plan.

The Quarterly Transaction Report shall contain the following information:

|(1) | with respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:                                                                 
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|    | (a)                                                                                                                                                                                                                  
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|    | (b)                                                                                                                                                                                                                  
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|    | (c)                                                                                                                                                                                                                  
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|    | (d)                                                                                                                                                                                                                  
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|    | (e)                                                                                                                                                                                                                  
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|(2) | with respect to any account established by the Access Person in which any securities (not limited solely to Covered Securities) were held during the quarter for the direct or indirect benefit of the Access Person:
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|    | (a)                                                                                                                                                                                                                  
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|    | (b)                                                                                                                                                                                                                  
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|    | (c)                                                                                                                                                                                                                  
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|C. | Annual Holdings Report.Within forty-five days (45) of the end of the calendar year, each Access Person shall submit an Annual Holdings Report containing the following information: (1) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership; (2) the name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities (not limited solely to Covered Securities) are held for the direct or indirect benefit of the Access Person; and (3) the date that the report is submitted by the Access Person.
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|D. | Exceptions from Reporting Requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|8.Administration of Code of Ethics.
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|A. | The Company shall adopt procedures reasonably necessary to ensure compliance with the provisions of the Code, including procedures regarding Notification of Reporting Obligations (as required by Rule 17j-1(d)(4)), Review of
Reports (as required by 17j-1(d)(3)) and Record Keeping Requirements (as required by Rule 17j-1(f)).
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|B. | At least once a year, management of the Company shall provide the Board of Directors of each registered investment company to which the Company serves as investment adviser with an Annual Issues and Certification Report as
required by Rule 17j-1(c)(2)(ii) of the Investment Company Act.                                      
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|9.Sanctions.
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Mr. Jeffrey T. May, or another person designated by the Board of Directors, shall review all reports submitted, and shall determine if any violations of the Code have occurred. If a violation of this Code occurs, Albert O.
Nicholas, David O. Nicholas or the Board of Directors of the Company may impose such sanctions as they deem appropriate in the circumstances, including termination of employment of the violator.

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