Securities and Exchange Commission100 F Street, N.E.Washington DC 20549VIA EDGAR Re:
	Nicholas Equity Income Fund, Inc. #811-08062Nicholas Fund, Inc. #811-01728Nicholas II, Inc. #811-03851Nicholas High Income Fund, Inc. #811-00216Nicholas Limited Edition, Inc. #811-04993Nicholas Money Market Fund, Inc. #811-05537
  Attached, pursuant to Rule 17g-1(g)(1) under the Investment Company Act of 1940, as amended, are the following documents: 1.
	A copy of the Joint Fidelity Bond renewing coverage from November 16, 2012 through November 16, 2013.2.
	A copy of the resolution adopted by a majority of the board of directors who are not interested persons of each fund, approving the amount, type, form and coverage of the bond and the portion of the premium to be paid by each fund.3.
	A copy of the Joint Fidelity Bond Agreement between all of the named insureds entered into pursuant to paragraph (f) of Rule 17g-1(g)(1), which includes a statement showing the amount of the single insured bond which each Fund would have provided and maintained had it not been name as an insured under a joint insured bond. At the date of this letter, premiums have been paid for the period November 16, 2012 through November 16, 2013. Very truly yours,/s/ Jeffrey T. May Jeffrey T. MayChief Compliance Officer, Chief Financial Officer, Executive Vice President and TreasurerNicholas Company, Inc.


Chubb Group of Insurance Companies

   

   DECLARATIONSFINANCIAL INSTITUTION INVESTMENT15 Mountain View Road, Warren, New Jersey 07059

   COMPANY ASSET PROTECTION BONDNAME OF ASSURED (including itsSubsidiaries):

   

   Bond Number: 82126662NICHOLAS COMPANY, INC.FEDERAL INSURANCE COMPANY700 NORTH WATER STREET, SUITE 1010

   

   Incorporated under the laws of IndianaMILWAUKEE, WI 53202

   

   

   

   a stock insurance company herein called the COMPANYCapital Center, 251 North Illinois, Suite 1100Indianapolis, IN 46204-1927ITEM 1.

   BOND PERIOD:

   from

   12:01 a.m. on

   November 16, 2012to

   12:01 a.m. on

   November 16, 2013ITEM 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. DEDUCTIBLEINSURING CLAUSE

   

   LIMIT OF LIABILITY

   

   AMOUNT1

   .

   Employee

   $

   5,075,000

   $

   10,0002

   .

   On Premises

   $

   5,075,000

   $

   10,0003

   .

   In Transit

   $

   5,075,000

   $

   10,0004

   .

   Forgery or Alteration

   $

   5,075,000

   $

   10,0005

   .

   Extended Forgery

   $

   5,075,000

   $

   10,0006

   .

   Counterfeit Money

   $

   5,075,000

   $

   10,0007

   .

   Threats to Person

   $

   5,075,000

   $

   10,0008

   .

   Computer System

   $

   5,075,000

   $

   10,0009

   .

   Voice Initiated Funds Transfer Instruction

   $

   5,075,000

   $

   10,00010

   .

   Uncollectible Items of Deposit

   $

   50,000

   $

   5,00011

   .

   Audit Expense

   $

   50,000

   $

   5,000
  ITEM 3.

   THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWINGENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:1 - 12
  IN WITNESS WHEREOF, THE COMPANYhas caused this Bond to be signed by its authorized officers, but it shall not be valid unless also signed by an authorized representative of the Company.   ICAP Bond (5-98) - FederalForm 17-02-1421 (Ed. 5-98)

   Page 1 of 1


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The COMPANY, in consideration of payment of the required premium, and in relianceon the APPLICATION and all other statements made and information furnished to theCOMPANY by the ASSURED, and subject to the DECLARATIONS made a part of thisBond and to all other terms and conditions of this Bond, agrees to pay the ASSUREDfor:Insuring ClausesEmployee

   1.

   

   Loss resulting directly fromLarcenyorEmbezzlementcommitted by anyEmployee, alone or in collusion with others.On Premises

   2.

   

   Loss ofPropertyresulting directly from robbery, burglary, false pretenses,common law or statutory larceny, misplacement, mysterious unexplainabledisappearance, damage, destruction or removal, from the possession, custody orcontrol of the ASSURED, while suchPropertyis lodged or deposited at premiseslocated anywhere.In Transit

   3.

   

   Loss ofPropertyresulting directly from common law or statutory larceny,misplacement, mysterious unexplainable disappearance, damage or destruction,while thePropertyis 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,orc.

   in the custody of aTransportation Companyand being transported in aconveyance other than an armored motor vehicle provided, however, thatcoveredPropertytransported in such manner is limited to the following:(1)

   

   written records,(2)

   

   securities issued in registered form, which are not endorsed or arerestrictively endorsed, or(3)

   

   negotiable instruments not payable to bearer, which are not endorsedor are restrictively endorsed.Coverage under this INSURING CLAUSE begins immediately on the receipt ofsuchPropertyby the natural person orTransportation Companyand endsimmediately on delivery to the premises of the addressee or to any representativeof the addressee located anywhere.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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Insuring Clauses(continued) Forgery Or Alteration

   4.

   

   Loss resulting directly from:a.

   Forgeryon, or fraudulent material alteration of, any bills of exchange,checks, drafts, acceptances, certificates of deposits, promissory notes, duebills, money orders, orders upon public treasuries, letters of credit, otherwritten promises, orders or directions to pay sums certain in money, orreceipts for the withdrawal ofProperty, orb.

   transferring, paying or delivering any funds or otherProperty, or establishingany credit or giving any value in reliance on any written instructions, advicesor applications directed to the ASSURED authorizing or acknowledging thetransfer, payment, delivery or receipt of funds or otherProperty, whichinstructions, advices or applications fraudulently purport to bear thehandwritten signature of any customer of the ASSURED, or shareholder orsubscriber to shares of anInvestment Company, or of any financialinstitution orEmployeebut which instructions, advices or applications eitherbear aForgeryor have been fraudulently materially altered without theknowledge and consent of such customer, shareholder, subscriber, financialinstitution orEmployee;excluding, however, under this INSURING CLAUSE any loss covered underINSURING CLAUSE 5. of this Bond, whether or not coverage for INSURINGCLAUSE 5. is provided for in the DECLARATIONS of this Bond.For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimilesignature is treated the same as a handwritten signature.Extended Forgery

   5.

   

   Loss resulting directly from the ASSURED having, in good faith, and in theordinary course of business, for its own account or the account of others in anycapacity:a.

   acquired, accepted or received, accepted or received, sold or delivered, orgiven value, extended credit or assumed liability, in reliance on any originalSecurities, documents or other written instrumentswhich prove to:(1)

   bear aForgeryor a fraudulently material alteration,(2)

   have been lost or stolen, or(3)

   beCounterfeit, orb.

   guaranteed in writing or witnessed any signatures on any transfer,assignment, bill of sale, power of attorney, guarantee, endorsement or otherobligation upon or in connection with anySecurities, documents or otherwritten instruments.Actual physical possession, and continued actual physical possession if taken ascollateral, of suchSecurities, documents or other written instrumentsby anEmployee, Custodian, or a Federal or State chartered deposit institution of theASSURED 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 itno longer relies on such collateral.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 2 of 19


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Insuring ClausesExtended 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 anyCounterfeitmoney.Threats To Person

   7.

   

   Loss resulting directly from surrender ofPropertyaway from an office of theASSURED as a result of a threat communicated to the ASSURED to do bodilyharm to anEmployeeas defined in Section 1.e. (1), (2) and (5), aRelativeorinvitee of suchEmployee, or a resident of the household of suchEmployee, whois, or allegedly is, being held captive provided, however, that prior to the surrenderof suchProperty:a.

   theEmployeewho receives the threat has made a reasonable effort tonotify an officer of the ASSURED who is not involved in such threat, andb.

   the ASSURED has made a reasonable effort to notify the Federal Bureau ofInvestigation and local law enforcement authorities concerning such threat.It is agreed that for purposes of this INSURING CLAUSE, anyEmployeeof theASSURED, as set forth in the preceding paragraph, shall be deemed to be anASSURED hereunder, but only with respect to the surrender of money, securitiesand other tangible personal property in which suchEmployeehas a legal orequitable interest.Computer System

   8.

   

   Loss resulting directly from fraudulent:a.

   entries of data into, orb.

   changes of data elements or programs within,aComputer System, provided the fraudulent entry or change causes:(1)

   

   funds or other property to be transferred, paid or delivered,(2)

   

   an account of the ASSURED or of its customer to be added, deleted,debited or credited, or(3)

   

   an unauthorized account or a fictitious account to be debited orcredited.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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Insuring Clauses(continued) Voice Initiated Funds

   9.

   

   Loss resulting directly fromVoice Initiated Funds Transfer InstructiondirectedTransfer Instruction

   

   

   to the ASSURED authorizing the transfer of dividends or redemption proceeds ofInvestment Companyshares from aCustomer'saccount, provided suchVoiceInitiated Funds Transfer Instructionwas:a.

   received at the ASSURED'S offices by thoseEmployeesof the ASSUREDspecifically authorized to receive theVoice Initiated Funds TransferInstruction,b.

   made by a person purporting to be aCustomer, andc.

   made by said person for the purpose of causing the ASSURED orCustomerto sustain a loss or making an improper personal financial gain for suchperson or any other person.In order for coverage to apply under this INSURING CLAUSE, allVoice InitiatedFunds Transfer Instructionsmust be received and processed in accordance withthe Designated Procedures outlined in the APPLICATION furnished to theCOMPANY.Uncollectible Items of

   10.

   

   Loss resulting directly from the ASSURED having credited an account of aDeposit

   

   

   customer, shareholder or subscriber on the faith of anyItems of Depositwhichprove to be uncollectible, provided that the crediting of such account causes:a.

   redemptions or withdrawals to be permitted,b.

   shares to be issued, orc.

   dividends to be paid,from an account of anInvestment Company.In order for coverage to apply under this INSURING CLAUSE, the ASSUREDmust holdItems of Depositfor the minimum number of days stated in theAPPLICATION before permitting any redemptions or withdrawals, issuing anyshares or paying any dividends with respect to suchItems of Deposit.Items of Depositshall not be deemed uncollectible until the ASSURED'Sstandard collection procedures have failed.Audit Expense

   11.

   

   Expense incurred by the ASSURED for that part of the cost of audits orexaminations required by any governmental regulatory authority or self-regulatoryorganization to be conducted by such authority, organization or their appointee byreason of the discovery of loss sustained by the ASSURED and covered by thisBond.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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General AgreementsAdditional Companies

   A.

   If more than one corporation, orInvestment Company, or any combination ofIncluded As Assured

   

   them is included as the ASSURED herein:(1)

   

   The total liability of the COMPANY under this Bond for loss or lossessustained by any one or more or all of them shall not exceed the limit forwhich the COMPANY would be liable under this Bond if all such loss weresustained by any one of them.(2)

   

   Only the first named ASSURED shall be deemed to be the sole agent of theothers for all purposes under this Bond, including but not limited to the givingor receiving of any notice or proof required to be given and for the purpose ofeffecting or accepting any amendments to or termination of this Bond. TheCOMPANY shall furnish eachInvestment Companywith a copy of theBond and with any amendment thereto, together with a copy of each formalfiling of claim by any other named ASSURED and notification of the terms ofthe settlement of each such claim prior to the execution of such settlement.(3)

   

   The COMPANY shall not be responsible for the proper application of anypayment 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 knowledgeor 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 thisBond, then the ASSURED next named on the APPLICATION shall thereafterbe 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 theAssured

   

   APPLICATION for this Bond or otherwise is complete, true and correct. SuchAPPLICATION and other information constitute part of this Bond.The ASSURED must promptly notify the COMPANY of any change in any fact orcircumstance which materially affects the risk assumed by the COMPANY underthis Bond.Any intentional misrepresentation, omission, concealment or incorrect statement ofa material fact, in the APPLICATION or otherwise, shall be grounds for recision ofthis Bond.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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General Agreements(continued) Additional Offices Or

   C.

   If the ASSURED, other than anInvestment Company, while this Bond is in force,Employees - Consolidation,

   

   merges or consolidates with, or purchases or acquires assets or liabilities ofMerger Or Purchase Or

   

   another institution, the ASSURED shall not have the coverage afforded under thisAcquisition Of Assets Or

   

   Bond for loss which has:Liabilities - Notice To

   

   (1)

   

   occurred or will occur on premises, orCompany(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 orpurchase or acquisition of assets or liabilities prior to the proposed effectivedate of such action, andb.

   

   obtains the written consent of the COMPANY to extend some or all of thecoverage provided by this Bond to such additional exposure, andc.

   

   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 anInvestmentNotice To Company

   

   Company), as set forth in Section 2(a) (9) of the Investment Company Act of1940, the ASSURED shall within sixty (60) days give written notice to theCOMPANY setting forth:(1)

   

   the names of the transferors and transferees (or the names of the beneficialowners if the voting securities are registered in another name),(2)

   

   the total number of voting securities owned by the transferors and thetransferees (or the beneficial owners), both immediately before and after thetransfer, and(3)

   

   the total number of outstanding voting securities.Failure to give the required notice shall result in termination of coverage for anyloss 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 reasonableAttorneys’ Fees

   

   attorneys' fees incurred and paid by the ASSURED in defense, whether or notsuccessful, 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 wouldbe entitled to recovery under this Bond. However, with respect to INSURINGCLAUSE 1., this Section shall only apply in the event that:(1)

   

   anEmployeeadmits to being guilty ofLarceny or Embezzlement,(2)

   

   anEmployeeis adjudicated to be guilty ofLarceny or Embezzlement, or
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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General AgreementsCourt Costs And

   (3)

   in the absence of 1 or 2 above, an arbitration panel agrees, after a review ofAttorneys’ Fees

   

   an agreed statement of facts between the COMPANY and the ASSURED,(continued)

   

   that anEmployeewould be found guilty ofLarceny or EmbezzlementifsuchEmployeewere prosecuted.The ASSURED shall promptly give notice to the COMPANY of any such suit orlegal proceeding and at the request of the COMPANY shall furnish copies of allpleadings and pertinent papers to the COMPANY. The COMPANY may, at itssole 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 throughattorneys selected by the COMPANY. The ASSURED shall provide all reasonableinformation and assistance as required by the COMPANY for such defense.If the COMPANY declines to defend the ASSURED, no settlement without theprior written consent of the COMPANY nor judgment against the ASSURED shalldetermine the existence, extent or amount of coverage under this Bond.If the amount demanded in any such suit or legal proceeding is within theDEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for courtcosts and attorney's fees incurred in defending all or part of such suit or legalproceeding.If the amount demanded in any such suit or legal proceeding is in excess of theLIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicableINSURING CLAUSE, the COMPANY'S liability for court costs and attorney's feesincurred in defending all or part of such suit or legal proceedings is limited to theproportion of such court costs and attorney's fees incurred that the LIMIT OFLIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURINGCLAUSE bears to the total of the amount demanded in such suit or legalproceeding.If the amount demanded is any such suit or legal proceeding is in excess of theDEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM2.

   of the DECLARATIONS for the applicable INSURING CLAUSE, theCOMPANY'S liability for court costs and attorney's fees incurred in defending all orpart of such suit or legal proceedings shall be limited to the proportion of suchcourt costs or attorney's fees that the amount demanded that would be payableunder this Bond after application of the DEDUCTIBLE AMOUNT, bears to the totalamount demanded.Amounts paid by the COMPANY for court costs and attorneys' fees shall be inaddition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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Conditions AndLimitationsDefinitions

   1.

   

   As used in this Bond:a.

   Computer Systemmeans a computer and all input, output, processing,storage, off-line media libraries, and communication facilities which areconnected to the computer and which are under the control and supervisionof the operating system(s) or application(s) software used by the ASSURED.b.

   Counterfeitmeans an imitation of an actual valid original which is intendedto deceive and be taken as the original.c.

   Custodianmeans the institution designated by anInvestment Companytomaintain possession and control of its assets.d.

   Customermeans an individual, corporate, partnership, trust customer,shareholder or subscriber of anInvestment Companywhich has a writtenagreement with the ASSURED forVoice Initiated Funds TransferInstruction.e.

   Employeemeans:(1)

   

   an officer of the ASSURED,(2)

   

   a natural person while in the regular service of the ASSURED at any ofthe ASSURED'S premises and compensated directly by the ASSUREDthrough its payroll system and subject to the United States InternalRevenue Service Form W-2 or equivalent income reporting plans ofother countries, and whom the ASSURED has the right to control anddirect both as to the result to be accomplished and details and meansby which such result is accomplished in the performance of suchservice,(3)

   

   a guest student pursuing studies or performing duties in any of theASSURED'S premises,(4)

   

   an attorney retained by the ASSURED and an employee of suchattorney while either is performing legal services for the ASSURED,(5)

   

   a natural person provided by an employment contractor to performemployee duties for the ASSURED under the ASSURED'S supervisionat any of the ASSURED'S premises,(6)

   

   an employee of an institution merged or consolidated with theASSURED prior to the effective date of this Bond,(7)

   

   a director or trustee of the ASSURED, but only while performing actswithin the scope of the customary and usual duties of any officer orother employee of the ASSURED or while acting as a member of anycommittee duly elected or appointed to examine or audit or havecustody of or access toPropertyof the ASSURED, or
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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Conditions AndLimitationsDefinitions

   (8)

   

   each natural person, partnership or corporation authorized by written(continued)

   

   

   agreement with the ASSURED to perform services as electronic dataprocessor of checks or other accounting records related to such checks butonly while such person, partnership or corporation is actually performingsuch services and not:a.

   creating, preparing, modifying or maintaining the ASSURED'Scomputer software or programs, orb.

   acting as transfer agent or in any other agency capacity in issuingchecks, 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 anadministrator, for anInvestment Companywhile performing acts comingwithin the scope of the customary and usual duties of an officer or employeeof anInvestment Companyor acting as a member of any committee dulyelected or appointed to examine, audit or have custody of or access toPropertyofan Investment Company.The termEmployeeshall not include any partner, officer or employee of atransfer agent, shareholder accounting recordkeeper or administrator:a.

   which is not an "affiliated person" (as defined in Section 2(a) of theInvestment Company Act of 1940) of anInvestment Companyor ofthe investment advisor or underwriter (distributor) of suchInvestmentCompany, orb.

   which is a "bank" (as defined in Section 2(a) of the InvestmentCompany Act of 1940).This Bond does not afford coverage in favor of the employers ofpersons as set forth in e. (4), (5) and (8) above, and upon payment tothe ASSURED by the COMPANY resulting directly fromLarceny orEmbezzlementcommitted by any of the partners, officers oremployees of such employers, whether acting alone or in collusion withothers, an assignment of such of the ASSURED'S rights and causes ofaction as it may have against such employers by reason of such actsso committed shall, to the extent of such payment, be given by theASSURED to the COMPANY, and the ASSURED shall execute allpapers necessary to secure to the COMPANY the rights provided forherein.Each employer of persons as set forth in e.(4), (5) and (8) above and thepartners, officers and other employees of such employers shall collectivelybe 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 generalcharacter shall not be consideredEmployees.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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Conditions AndLimitationsDefinitions

   f.

   Forgerymeans the signing of the name of another natural person with the(continued)

   

   intent to deceive but does not mean a signature which consists in whole or inpart of one's own name, with or without authority, in any capacity for anypurpose.g.

   Investment Companymeans any investment company registered under theInvestment Company Act of 1940 and listed under the NAME OF ASSUREDon the DECLARATIONS.h.

   Items of Depositmeans one or more checks or drafts drawn upon afinancial institution in the United States of America.i.

   Larceny or Embezzlementmeans larceny or embezzlement as defined inSection 37 of the Investment Company Act of 1940.j.

   Propertymeans money, revenue and other stamps; securities; including anynote, 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 orsubscription, transferable share, investment contract, voting trust certificate,certificate of deposit for a security, fractional undivided interest in oil, gas, orother mineral rights, any interest or instruments commonly known as asecurity under the Investment Company Act of 1940, any other certificate ofinterest or participation in, temporary or interim certificate for, receipt for,guarantee of, or warrant or right to subscribe to or purchase any of theforegoing; bills of exchange; acceptances; checks; withdrawal orders; moneyorders; travelers' letters of credit; bills of lading; abstracts of title; insurancepolicies, deeds, mortgages on real estate and/or upon chattels and intereststherein; assignments of such policies, deeds or mortgages; other valuablepapers, including books of accounts and other records used by theASSURED in the conduct of its business (but excluding all electronic dataprocessing records); and, all other instruments similar to or in the nature ofthe foregoing in which the ASSURED acquired an interest at the time of theASSURED'S consolidation or merger with, or purchase of the principalassets of, a predecessor or which are held by the ASSURED for anypurpose or in any capacity and whether so held gratuitously or not andwhether or not the ASSURED is liable therefor.k.

   Relativemeans the spouse of anEmployeeor partner of the ASSUREDand any unmarried child supported wholly by, or living in the home of, suchEmployeeor partner and being related to them by blood, marriage or legalguardianship.l.

   Securities, documents or other written instrumentsmeans original(including original counterparts) negotiable or non-negotiable instruments, orassignments thereof, which in and of themselves represent an equitableinterest, ownership, or debt and which are in the ordinary course of businesstransferable by delivery of such instruments with any necessaryendorsements or assignments.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

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Conditions AndLimitationsDefinitions

   

   

   m.

   Subsidiarymeans any organization that, at the inception date of this Bond,(continued)

   

   

   

   is named in the APPLICATION or is created during the BOND PERIOD andof which more than fifty percent (50%) of the outstanding securities or votingrights representing the present right to vote for election of directors is ownedor controlled by the ASSURED either directly or through one or more of itssubsidiaries.n.

   Transportation Companymeans any organization which provides its ownor its leased vehicles for transportation or which provides freight forwardingor air express services.o.

   Voice Initiated Electionmeans any election concerning dividend optionsavailable toInvestment Companyshareholders or subscribers which isrequested by voice over the telephone.p.

   Voice Initiated Redemptionmeans any redemption of shares issued by anInvestment Companywhich is requested by voice over the telephone.q.

   Voice Initiated Funds Transfer Instructionmeans anyVoice InitiatedRedemptionorVoice Initiated Election.For the purposes of these definitions, the singular includes the plural and theplural 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 afterClauses

   

   

   

   termination of this Bond as an entirety;b.

   loss due to riot or civil commotion outside the United States of America andCanada, or any loss due to military, naval or usurped power, war orinsurrection. This Section 2.b., however, shall not apply to loss which occursin transit in the circumstances recited in INSURING CLAUSE 3., providedthat when such transit was initiated there was no knowledge on the part ofany 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 dividendsnot realized by the ASSURED or by any customer of the ASSURED;e.

   damages of any type for which the ASSURED is legally liable, exceptcompensatory damages, but not multiples thereof, arising from a losscovered under this Bond;f.

   costs, fees and expenses incurred by the ASSURED in establishing theexistence of or amount of loss under this Bond, except to the extent coveredunder 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)

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Conditions And Limitations General Exclusions -

   

   

   h.

   loss resulting from dishonest acts by any member of the Board of DirectorsApplicable to All Insuring

   

   

   

   or Board of Trustees of the ASSURED who is not anEmployee, actingClauses

   

   

   

   alone or in collusion with others;(continued)

   

   

   i.

   loss, or that part of any loss, resulting solely from any violation by theASSURED or by anyEmployee:(1)

   

   of any law regulating:a.

   the issuance, purchase or sale of securities,b.

   securities transactions on security or commodity exchanges orthe over the counter market,c.

   investment companies,d.

   investment advisors, or(2)

   

   of any rule or regulation made pursuant to any such law; orj.

   loss of confidential information, material or data;k.

   loss resulting from voice requests or instructions received over thetelephone, provided however, this Section 2.k. shall not apply to INSURINGCLAUSE 7. or 9.Specific Exclusions -

   3.

   

   This Bond does not directly or indirectly cover:Applicable To All Insuring

   

   

   a.

   loss caused by anEmployee, provided, however, this Section 3.a. shall notClauses Except Insuring

   

   

   

   apply to loss covered under INSURING CLAUSE 2. or 3. which resultsClause 1.

   

   

   

   directly from misplacement, mysterious unexplainable disappearance, ordamage or destruction ofProperty;b.

   loss through the surrender of property away from premises of the ASSUREDas a result of a threat:(1)

   

   to do bodily harm to any natural person, except loss ofPropertyintransit in the custody of any person acting as messenger of theASSURED, provided that when such transit was initiated there was noknowledge by the ASSURED of any such threat, and provided furtherthat this Section 3.b. shall not apply to INSURING CLAUSE 7., or(2)

   

   to do damage to the premises orPropertyof the ASSURED;c.

   loss resulting from payments made or withdrawals from any accountinvolving erroneous credits to such account;d.

   loss involvingItems of Depositwhich are not finally paid for any reasonprovided however, that this Section 3.d. shall not apply to INSURINGCLAUSE 10.;e.

   loss of property while in the mail;
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 12 of 19


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Conditions And Limitations Specific Exclusions -

   

   

   f.

   loss resulting from the failure for any reason of a financial or depositoryApplicable To All Insuring

   

   

   

   institution, its receiver or other liquidator to pay or deliver funds or otherClauses Except Insuring

   

   

   

   Propertyto the ASSURED provided further that this Section 3.f. shall notClause 1.

   

   

   

   apply to loss ofPropertyresulting directly from robbery, burglary,(continued)

   

   

   

   misplacement, mysterious unexplainable disappearance, damage,destruction or removal from the possession, custody or control of theASSURED.g.

   loss ofPropertywhile in the custody of aTransportation Company,provided however, that this Section 3.g. shall not apply to INSURINGCLAUSE 3.;h.

   loss resulting from entries or changes made by a natural person withauthorized access to aComputer Systemwho acts in good faith oninstructions, unless such instructions are given to that person by a softwarecontractor or its partner, officer, or employee authorized by the ASSURED todesign, develop, prepare, supply, service, write or implement programs forthe ASSURED'sComputer System; ori.

   loss resulting directly or indirectly from the input of data into aComputerSystemterminal, either on the premises of the customer of the ASSUREDor under the control of such a customer, by a customer or other person whohad 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 anyClauses 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 applyto INSURING CLAUSE 8.;b.

   loss resulting from forgery or any alteration;c.

   loss involving a counterfeit provided, however, this Section 4.c. shall notapply 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 forReduction 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 beliable to pay under this Bond provided, however, that the liability of the COMPANYunder this Bond with respect to all loss resulting from:a.

   any one act of burglary, robbery or hold-up, or attempt thereat, in which noEmployeeis concerned or implicated, orb.

   any one unintentional or negligent act on the part of any one personresulting in damage to or destruction or misplacement ofProperty, orc.

   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


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Conditions And Limitations Limit Of Liability/Non-

   

   

   d.

   any one casualty or event other than those specified in a., b., or c. above,Reduction And Non-

   

   

   shall be deemed to be one loss and shall be limited to the applicable LIMIT OFAccumulation 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 amountsfrom year to year or from period to period.All acts, as specified in c. above, of any one person whichi.

   directly or indirectly aid in any way wrongful acts of any other person orpersons, orii.

   permit the continuation of wrongful acts of any other person or personswhether such acts are committed with or without the knowledge of the wrongfulacts of the person so aided, and whether such acts are committed with or withoutthe intent to aid such other person, shall be deemed to be one loss with thewrongful acts of all persons so aided.Discovery

   6.

   

   This Bond applies only to loss first discovered by an officer of the ASSUREDduring the BOND PERIOD. Discovery occurs at the earlier of an officer of theASSURED being aware of:a.

   facts which may subsequently result in a loss of a type covered by this Bond,orb.

   an actual or potential claim in which it is alleged that the ASSURED is liableto 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 DEDUCTIBLEAMOUNT, 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 earliestProof - Legal Proceedings

   

   

   

   practicable moment, not to exceed sixty (60) days after discovery of loss, inAgainst Company

   

   

   

   an amount that is in excess of 50% of the applicable DEDUCTIBLEAMOUNT, 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 bondnumbers, if issued with them.d.

   Legal proceedings for the recovery of any loss under this Bond shall not bebrought prior to the expiration of sixty (60) days after the proof of loss is filedwith the COMPANY or after the expiration of twenty-four (24) months fromthe 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 anyoneother than the ASSURED.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 14 of 19


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Conditions AndLimitationsNotice To Company -

   

   

   f.

   Proof of loss involvingVoice Initiated Funds Transfer InstructionshallProof - 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 Bondon account of loss unless the amount of such loss, after deducting the net amountof all reimbursement and/or recovery obtained or made by the ASSURED, otherthan from any Bond or policy of insurance issued by an insurance company andcovering such loss, or by the COMPANY on account thereof prior to payment bythe COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth inITEM 3. of the DECLARATIONS, and then for such excess only, but in no eventfor more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of theDECLARATIONS.There shall be no deductible applicable to any loss under INSURING CLAUSE 1.sustained by anyInvestment Company.Valuation

   9.

   

   BOOKS OF ACCOUNT OR OTHER RECORDSThe value of any loss ofPropertyconsisting of books of account or other recordsused by the ASSURED in the conduct of its business shall be the amount paid bythe ASSURED for blank books, blank pages, or other materials which replace thelost books of account or other records, plus the cost of labor paid by theASSURED for the actual transcription or copying of data to reproduce such booksof account or other records.The value of any loss ofPropertyother than books of account or other recordsused by the ASSURED in the conduct of its business, for which a claim is madeshall be determined by the average market value of suchPropertyon thebusiness day immediately preceding discovery of such loss provided, however,that the value of anyPropertyreplaced by the ASSURED with the consent of theCOMPANY and prior to the settlement of any claim for suchPropertyshall be theactual market value at the time of replacement.In the case of a loss of interim certificates, warrants, rights or other securities, theproduction of which is necessary to the exercise of subscription, conversion,redemption or deposit privileges, the value of them shall be the market value ofsuch privileges immediately preceding their expiration if said loss is not discovereduntil after their expiration. If no market price is quoted for suchPropertyor forsuch privileges, the value shall be fixed by agreement between the parties.OTHER PROPERTYThe value of any loss ofProperty, other than as stated above, shall be the actualcash value or the cost of repairing or replacing suchPropertywithPropertyoflike quality and value, whichever is less.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 15 of 19


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Conditions AndLimitations(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 thesecurities in money, or issue its indemnity to effect replacement securities.The indemnity required from the ASSURED under the terms of this Sectionagainst all loss, cost or expense arising from the replacement of securities by theCOMPANY'S indemnity shall be:a.

   for securities having a value less than or equal to the applicableDEDUCTIBLE AMOUNT - one hundred (100%) percent;b.

   for securities having a value in excess of the DEDUCTIBLE AMOUNT butwithin the applicable LIMIT OF LIABILITY - the percentage that theDEDUCTIBLE 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 ofthe 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 withSection 9, VALUATION, regardless of the value of such securities at the time theloss under the COMPANY'S indemnity is sustained.The COMPANY is not required to issue its indemnity for any portion of a loss ofsecurities which is not covered by this Bond; however, the COMPANY may do soas a courtesy to the ASSURED and at its sole discretion.The ASSURED shall pay the proportion of the Company's premium charge for theCompany's indemnity as set forth in Section 10.a., b., and c. No portion of theLIMIT OF LIABILITY shall be used as payment of premium for any indemnitypurchased by the ASSURED to obtain replacement securities.Subrogation - Assignment -

   11.

   

   In the event of a payment under this Bond, the COMPANY shall be subrogated toRecovery

   

   

   all of the ASSURED'S rights of recovery against any person or entity to the extentof such payment. On request, the ASSURED shall deliver to the COMPANY anassignment of the ASSURED'S rights, title and interest and causes of actionagainst any person or entity to the extent of such payment.Recoveries, whether effected by the COMPANY or by the ASSURED, shall beapplied net of the expense of such recovery in the following order:a.

   first, to the satisfaction of the ASSURED'S loss which would otherwise havebeen paid but for the fact that it is in excess of the applicable LIMIT OFLIABILITY,b.

   second, to the COMPANY in satisfaction of amounts paid in settlement ofthe ASSURED'S claim,c.

   third, to the ASSURED in satisfaction of the applicable DEDUCTIBLEAMOUNT, and
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 16 of 19


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Conditions AndLimitationsSubrogation - Assignment -

   

   

   d.

   fourth, to the ASSURED in satisfaction of any loss suffered by theRecovery

   

   

   

   ASSURED which was not covered under this Bond.(continued)

   

   

   Recovery from reinsurance or indemnity of the COMPANY shall not be deemed arecovery under this section.Cooperation Of Assured

   12.

   

   At the COMPANY'S request and at reasonable times and places designated bythe COMPANY, the ASSURED shall:a.

   submit to examination by the COMPANY and subscribe to the same underoath,b.

   produce for the COMPANY'S examination all pertinent records, andc.

   cooperate with the COMPANY in all matters pertaining to the loss.The ASSURED shall execute all papers and render assistance to secure to theCOMPANY the rights and causes of action provided for under this Bond. TheASSURED 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 noticeshall have been given by the acting party to the affected party and to theSecurities 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 noticeshall have been given by the acting party to the affected party, and by theCOMPANY to all ASSUREDInvestment Companiesand to the Securities andExchange Commission, Washington, D.C., not less than sixty (60) days prior tothe effective date of such termination.This Bond will terminate as to any one ASSURED, other than anInvestmentCompany:a.

   immediately on the taking over of such ASSURED by a receiver or otherliquidator or by State or Federal officials, orb.

   immediately on the filing of a petition under any State or Federal statuterelative to bankruptcy or reorganization of the ASSURED, or assignment forthe benefit of creditors of the ASSURED, orc.

   immediately upon such ASSURED ceasing to exist, whether through mergerinto another entity, disposition of all of its assets or otherwise.The COMPANY shall refund the unearned premium computed at short rates inaccordance with the standard short rate cancellation tables if terminated by theASSURED or pro rata if terminated for any other reason.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 17 of 19


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Conditions And Limitations Termination

   

   

   If any partner, director, trustee, or officer or supervisory employee of an(continued)

   

   

   ASSURED not acting in collusion with anEmployeelearns of any dishonest actcommitted by suchEmployeeat any time, whether in the employment of theASSURED or otherwise, whether or not such act is of the type covered under thisBond, and whether against the ASSURED or any other person or entity, theASSURED:a.

   shall immediately remove suchEmployeefrom a position that would enablesuchEmployeeto cause the ASSURED to suffer a loss covered by thisBond; andb.

   within forty-eight (48) hours of learning that anEmployeehas committedany dishonest act, shall notify the COMPANY, of such action and provide fullparticulars of such dishonest act.The COMPANY may terminate coverage as respects anyEmployeesixty (60)days after written notice is received by each ASSUREDInvestment Companyand the Securities and Exchange Commission, Washington, D.C. of its desire toterminate this Bond as to suchEmployee.Other Insurance

   14.

   

   Coverage under this Bond shall apply only as excess over any valid and collectibleinsurance, indemnity or suretyship obtained by or on behalf of:a.

   the ASSURED,b.

   aTransportation Company, orc.

   another entity on whose premises the loss occurred or which employed theperson causing the loss or engaged the messenger conveying thePropertyinvolved.Conformity

   15.

   

   If any limitation within this Bond is prohibited by any law controlling this Bond'sconstruction, such limitation shall be deemed to be amended so as to equal theminimum period of limitation provided by such law.Change or Modification

   16.

   

   This Bond or any instrument amending or affecting this Bond may not be changedor modified orally. No change in or modification of this Bond shall be effectiveexcept when made by written endorsement to this Bond signed by an authorizedrepresentative of the COMPANY.If this Bond is for a sole ASSURED, no change or modification which wouldadversely affect the rights of the ASSURED shall be effective prior to sixty (60)days after written notice has been furnished to the Securities and ExchangeCommission, Washington, D.C., by the acting party.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 18 of 19


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Conditions AndLimitationsChange or Modification

   If this Bond is for a joint ASSURED, no charge or modification which would(continued)

   adversely affect the rights of the ASSURED shall be effective prior to sixty (60)days after written notice has been furnished to all insuredInvestment Companiesand to the Securities and Exchange Commission, Washington, D.C., by theCOMPANY.
  ICAP Bond (5-98)Form 17-02-1421 (Ed. 5-98)

   Page 19 of 19


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FEDERAL INSURANCE COMPANYEndorsement No:

   1Bond Number:

   82126662NAME OF ASSURED:

   NICHOLAS COMPANY, INC.
  NAME OF ASSURED ENDORSEMENT It is agreed that the NAME OF ASSURED in the DECLARATIONS is amended to read as follows:Nicholas Company, Inc.Nicholas Fund, Inc.Nicholas II, Inc.Nicholas Limited Edition, Inc.Nicholas Equity Income Fund, Inc.Nicholas High Income Fund, Inc.Nicholas Money Market Fund, Inc.This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012.ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP BondForm 17-02-0949 (Rev. 1-97)

   Page 1


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FEDERAL INSURANCE COMPANYEndorsement No. 2Bond Number:

   82126662NAME OF ASSURED:

   NICHOLAS COMPANY, INC.
  REVISE ITEM 2. ENDORSEMENT It is agreed that this Bond is amended by deleting ITEM 2. in its entirety on the DECLARATIONS and substituting the following: 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 to such INSURING CLAUSE in this Bond shall be deemed to be deleted.There shall be no deductible applicable to any loss under INSURING CLAUSE 1 sustained by any Investment Company. SINGLE LOSS

   DEDUCTIBLEINSURING CLAUSE

   LIMIT OF LIABILITY

   AMOUNT1.

   

   Employee

   $5,075,000

   $10,0002.

   

   On Premises

   $5,075,000

   $10,0003.

   

   In Transit

   $5,075,000

   $10,0004.

   

   Forgery or Alteration

   $5,075,000

   $10,0005.

   

   Extended Forgery

   $5,075,000

   $10,0006.

   

   Counterfeit Money

   $5,075,000

   $10,0007.

   

   Threats to Person

   $5,075,000

   $10,0008.

   

   Computer System

   $5,075,000

   $10,0009.

   

   Voice Initiated Funds Transfer Instruction

   $5,075,000

   $10,00010.

   

   Uncollectible Items of Deposit

   $50,000

   $5,00011.

   

   Audit Expense

   $50,000

   $5,00012.

   

   Extended Computer Systems

   $5,075,000

   $10,00013.

   

   Telefacsimile Instruction Fraud

   $5,075,000

   $10,00014.

   

   Automated Phone Transaction

   $5,075,000

   $10,00015.

   

   Unauthorized Signature

   $50,000

   $5,00016.

   

   Claims Expense

   $50,000

   $5,00017.

   

   Stop Payment Order or Refusal to Pay Check

   $50,000

   $5,000
  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP BondForm 17-02-1582 (Ed. 5-98)

   Page 1


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Authorized Representative ICAP BondForm 17-02-1582 (Ed. 5-98)
	Page 2


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FEDERAL INSURANCE COMPANYEndorsement No.: 3Bond Number:

   82126662NAME OF ASSURED: NICHOLAS COMPANY, INC.
  EXTENDED COMPUTER SYSTEMS ENDORSEMENT It is agreed that this Bond is amended as follows: 1.

   

   By adding the following INSURING CLAUSE:12.

   Extended Computer SystemsA. Electronic Data, Electronic Media, Electronic InstructionLoss resulting directly from:(1)

   

   the fraudulent modification ofElectronic Data, Electronic MediaorElectronicInstructionbeing stored within or being run within any system covered under thisINSURING CLAUSE,(2)

   

   robbery, burglary, larceny or theft ofElectronic Data, Electronic MediaorElectronic Instructions,(3)

   

   the acts of a hacker causing damage or destruction ofElectronic Data,Electronic MediaorElectronic Instructionowned by the ASSURED or for whichthe ASSURED is legally liable, while stored within aComputer Systemcoveredunder this INSURING CLAUSE, or(4)

   

   the damage or destruction ofElectronic Data, Electronic MediaorElectronicInstructionowned by the ASSURED or for which the ASSURED is legally liablewhile stored within aComputer Systemcovered under INSURING CLAUSE 12,provided such damage or destruction was caused by a computer program orsimilar instruction which was written or altered to intentionally incorporate a hiddeninstruction designed to damage or destroyElectronic Data, Electronic Media, orElectronic Instructionin theComputer Systemin which the computer programor instruction so written or so altered is used.
  ICAP2 BondForm 17-02-2976 (Ed. 1-02)

   Page 1


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B.

   Electronic CommunicationLoss resulting directly from the ASSURED having transferred, paid or delivered anyfunds or property, established any credit, debited any account or given any value on thefaith of any electronic communications directed to the ASSURED, which weretransmitted or appear to have been transmitted through:(1)

   anElectronic Communication System,(2)

   an automated clearing house or custodian, or(3)

   a Telex, TWX, or similar means of communication,directly into the ASSURED'SComputer SystemorCommunication Terminal, andfraudulently purport to have been sent by a customer, automated clearing house,custodian, or financial institution, but which communications were either not sent by saidcustomer, automated clearing house, custodian, or financial institution, or werefraudulently modified during physical transit ofElectronic Mediato the ASSURED orduring electronic transmission to the ASSURED'SComputer SystemorCommunication Terminal.C.

   Electronic TransmissionLoss resulting directly from a customer of the ASSURED, any automated clearing house,custodian, or financial institution having transferred, paid or delivered any funds or property,established any credit, debited any account or given any value on the faith of any electroniccommunications, purporting to have been directed by the ASSURED to such customer,automated clearing house, custodian, or financial institution initiating, authorizing, oracknowledging, the transfer, payment, delivery or receipt of funds or property, whichcommunications were transmitted through:(1)

   anElectronic Communication System,(2)

   an automated clearing house or custodian, or(3)

   a Telex, TWX, or similar means of communication,directly into aComputer SystemorCommunication Terminalof said customer,automated clearing house, custodian, or financial institution, and fraudulently purport tohave been directed by the ASSURED, but which communications were either not sentby the ASSURED, or were fraudulently modified during physical transit ofElectronicMediafrom the ASSURED or during electronic transmission from the ASSURED'SComputer SystemorCommunication Terminal, and for which loss the ASSURED isheld to be legally liable.
  ICAP2 BondForm 17-02-2976 (Ed. 1-02)

   Page 2


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2

   .

   By adding to Section 1., Definitions, the following:r.

   Communication Terminalmeans a teletype, teleprinter or video display terminal, or similardevice capable of sending or receiving information electronically.Communication Terminaldoes not mean a telephone.s.

   Electronic Communication Systemmeans electronic communication operations byFedwire, Clearing House Interbank Payment System (CHIPS), Society of WorldwideInternational Financial Telecommunication (SWIFT), similar automated interbankcommunication systems, and Internet access facilities.t.

   Electronic Datameans facts or information converted to a form usable inComputer**Systems**and which is stored on**Electronic Media**for use by computer programs.u.

   Electronic Instructionmeans computer programs converted to a form usable in aComputerSystemto act uponElectronic Data.v.

   Electronic Mediameans the magnetic tape, magnetic disk, optical disk, or any other bulkmedia on which data is recorded.3

   .

   By adding the following Section after Section 4., Specific Exclusions-Applicable to All INSURINGCLAUSES except 1., 4., and 5.:Section 4.A. Specific Exclusions-Applicable to INSURING CLAUSE 12This Bond does not directly or indirectly cover:a.

   loss resulting directly or indirectly fromForged, altered or fraudulent negotiable instruments,securities, documents or written instruments used as source documentation in the preparationofElectronic Data;b.

   loss of negotiable instruments, securities, documents or written instruments except asconverted toElectronic Dataand then only in that converted form;c.

   loss resulting from mechanical failure, faulty construction, error in design, latent defect, wearor tear, gradual deterioration, electrical disturbance,Electronic Mediafailure or breakdown orany malfunction or error in programming or error or omission in processing;d.

   loss resulting directly or indirectly from the input ofElectronic Dataat an authorizedelectronic terminal of anElectronic Funds Transfer Systemor aCustomerCommunication Systemby a person who had authorized access from a customer to thatcustomer's authentication mechanism; ore.

   liability assumed by the ASSURED by agreement under any contract, unless such liability wouldhave attached to the ASSURED even in the absence of such agreement; orf.

   loss resulting directly or indirectly from:(1)

   written instruction unless covered under this INSURING CLAUSE; or(2)

   instruction by voice over the telephone, unless covered under this INSURING CLAUSE.
  ICAP2 BondForm 17-02-2976 (Ed. 1-02)

   Page 3


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4

   .

   By adding to Section 9., Valuation, the following:Electronic Data, Electronic Media, Or Electronic InstructionIn case of loss of, or damage to,Electronic Data, Electronic MediaorElectronic Instructionused bythe ASSURED in its business, the COMPANY shall be liable under this Bond only if such items areactually reproduced form otherElectronic Data, Electronic MediaorElectronic Instructionof thesame kind or quality and then for not more than the cost of the blank media and/or the cost of labor forthe actual transcription or copying of data which shall have been furnished by the ASSURED in order toreproduce suchElectronic Data, Electronic MediaorElectronic Instructionsubject to the applicableSINGLE LOSS LIMIT OF LIABILITY.However, if suchElectronic Datacan not be reproduced and saidElectronic DatarepresentsSecuritiesor financial instruments having a value, then the loss will be valued as indicated in theSECURITIES and OTHER PROPERTY paragraphs of this Section.
  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP2 BondForm 17-02-2976 (Ed. 1-02)

   Page 4


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FEDERAL INSURANCE COMPANYEndorsement No.: 4Bond Number:

   82126662NAME OF ASSURED:

   NICHOLAS COMPANY, INC.
  TELEFACSIMILE INSTRUCTION FRAUD ENDORSEMENT It is agreed that this Bond is amended as follows: 1

   .

   By adding the following INSURING CLAUSE:13

   .

   Telefacsimile InstructionLoss resulting directly from the ASSURED having transferred, paid or delivered anyfunds or otherPropertyor established any credit, debited any account or given anyvalue on the faith of any fraudulent instructions sent by aCustomer, financial institutionor another office of the ASSURED byTelefacsimiledirectly to the ASSURED authorizingor acknowledging the transfer, payment or delivery of funds orPropertyor theestablishment of a credit or the debiting of an account or the giving of value by theASSURED where suchTelefacsimileinstructions:a.

   bear a valid test key exchanged between the ASSURED and aCustomeroranother financial institution with authority to use such test key forTelefacsimileinstructions in the ordinary course of business, but which test key has beenwrongfully obtained by a person who was not authorized to initiate, make,validate or authenticate a test key arrangement, andb.

   fraudulently purport to have been sent by suchCustomeror financial institutionwhen suchTelefacsimileinstructions were transmitted without the knowledgeor consent of suchCustomeror financial institution by a person other than suchCustomeror financial institution and which bear aForgeryof a signature,provided that theTelefacsimileinstruction was verified by a direct call back toan employee of the financial institution, or a person thought by the ASSURED tobe theCustomer, or an employee of another financial institution.2

   .

   By deleting from Section 1., Definitions, the definition ofCustomerin its entirety, and substitutingthe following:d.

   

   Customermeans an individual, corporate, partnership, trust customer, shareholder orsubscriber of an Investment Company which has a written agreement with the ASSUREDforVoice Initiated Funds Transfer InstructionorTelefacsimileInstruction.
  ICAP BondForm 17-02-2367 (Rev. 10-03)

   Page 1


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3

   .

   By adding to Section 1., Definitions, the following:w.

   Telefacsimilemeans a system of transmitting written documents by electronic signalsover telephone lines to equipment maintained by the ASSURED for the purpose ofreproducing a copy of said document.Telefacsimiledoes not mean electroniccommunication sent by Telex or similar means of communication, or through anelectronic communication system or through an automated clearing house.4

   .

   By adding to Section 3., Specific Exclusions Applicable to All Insuring Clauses Except InsuringClause 1. the following:j.

   loss resulting directly or indirectly fromTelefacsimileinstructions provided, however, thisexclusion shall not apply to this INSURING CLAUSE.
  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP BondForm 17-02-2367 (Rev. 10-03)

   Page 2


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FEDERAL INSURANCE COMPANYEndorsement No.: 5Bond Number:

   82126662NAME OF ASSURED: NICHOLAS COMPANY, INC.
  AUTOMATED TELEPHONE TRANSACTION ENDORSEMENT It is agreed that this Bond is amended as follows: 1.

   

   By adding the following INSURING CLAUSE:14. Automated Telephone System TransactionLoss resulting directly from the ASSURED having transferred funds on the faith of anyAutomated Phone System (APS) Transaction, where the request for suchAPSTransactionis unauthorized or fraudulent and is made with the intent to deceive. In order forcoverage to apply under this INSURING CLAUSE the ASSURED shall maintain and follow allAPS Designated Procedures. A single failure of the ASSURED to maintain and follow aparticularAPS Designated Procedurein a particularAPS Transactionwill not precludecoverage under this INSURING CLAUSE.2.

   

   By adding to Section 1., Definitions, the following:x.APS Designated Proceduresmeans all of the following procedures:(1)

   

   NoAPS Transactionshall be executed unless the shareholder or unitholder to whoseaccount such anAPS Transactionrelates has previously elected toAPSTransactions. (Election in Application)(2)

   

   AllAPS Transactionsshall be logged or otherwise recorded and the records shall beretained for at least six (6) months. (Logging)Information contained in the records shall be capable of being retrieved and producedwithin a reasonable time after retrieval of specific information is requested, at a successrate of no less than 85 percent.(3)

   

   The caller in any request for anAPS Transaction, before executing thatAPSTransactionmust enter a personal identification number (PIN), social security numberand account number. (Identity Test)If the caller fails to enter a correct PIN within three (3) attempts, the caller must not beallowed additional attempts during the same telephone call to enter the PIN. The callermay either be instructed to redial a customer service representative or may beimmediately connected to such a representative. (Limited attempts to Enter PIN)
  ICAP BondForm 17-02-2345 (Ed. 10-00)

   Page 1


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(4)

   

   A written confirmation of anyAPS Transactionor change of address shall be mailed tothe shareholder or unitholder to whose account such transaction relates, at the recordaddress, by the end of the insured's next regular processing cycle, but in no event laterthan five (5) business days following suchAPS Transaction. (Written Confirmation)(5)

   

   Access to the equipment which permits the entity receiving theAPS Transactionrequest to process and effect the transaction shall be limited in the following manner:(Access to APS Equipment)y.

   APS Electionmeans any election concerning various account features available to theshareholder or unitholder which is made through theAutomated Phone Systemby means ofinformation transmitted by an individual caller through use of aAutomated Phone System.These features include account statements, auto exchange, auto asset builder, automaticwithdrawal, dividend/capital gain options, dividend sweep, telephone balance consent andchange of address.z.

   APS Exchangemeans any exchange of shares or units in a registered account of one fundinto shares or units in an account with the same tax identification number and sameownership-type code of another fund in the same complex pursuant to exchange privileges ofthe two funds, which exchange is requested through theAutomated Phone Systembymeans of information transmitted by an individual caller through use of anAutomated PhoneSystem.aa.

   APS Purchasemeans any purchase of shares or units issued by anInvestment Companywhich is requested through anAutomated Phone System.bb.

   APS Redemptionmeans any redemption of shares or units issued by anInvestmentCompanywhich it requested through the telephone by means of information transmitted byan individual caller through use of aAutomated Phone System.cc.

   APS Transactionmeans anyAPS Purchase, APS Redemption, APS ElectionorAPSExchange.dd.

   Automated Phone Systemmeans an automated system which receives and converts toexecutable instructions transmissions through theAutomated Phone Systemthrough use ofa touch-tone keypad or other tone system; and always excluding transmissions from acomputer system or part thereof.3

   .

   By adding the following Section after Section 4., Specific Exclusions-Applicable To All InsuringClauses Except 1., 4., 5.:Section 4.A Specific Exclusion-Applicable to Insuring Clause 14This Bond does not directly or indirectly cover under Insuring Clause 14:Loss resulting from:a.

   the redemption of shares or units, where the proceeds of such redemption are made payableto other than:(1)

   

   the shares or units of record,(2)

   

   a person designated to receive redemption proceeds, or(3)

   

   a bank account designated to receive redemption proceeds, orb.

   the redemption of shares or units, where the proceeds of such redemption are paid by checkmailed to any address, unless such address has either been designated the shareholder orunitholder by voice through anAutomated Phone Systemor in writing, at least thirty (30)days prior to such redemption, or
  ICAP BondForm 17-02-2345 (Ed. 10-00)

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c.

   the redemption of shares or units, where shareholder or unitholder of the ASSUREDdesignated bank account of record.
  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP BondForm 17-02-2345 (Ed. 10-00)

   Page 3


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FEDERAL INSURANCE COMPANYEndorsement No.: 6Bond Number:

   82126662NAME OF ASSURED: NICHOLAS COMPANY, INC.
  UNAUTHORIZED SIGNATURE ENDORSEMENT It is agreed that this Bond is amended as follows: 1.

   

   By adding the following INSURING CLAUSE:15.

   

   Unauthorized SignatureLoss resulting directly from the ASSURED having accepted, paid or cashed any check orWithdrawal Ordermade or drawn on or against the account of the ASSURED’S customer whichbears the signature or endorsement of one other than a person whose name and signature is onfile with the ASSURED as a signatory on such account.It shall be a condition precedent to the ASSURED'S right of recovery under this INSURINGCLAUSE that the ASSURED shall have on file signatures of all the persons who are signatorieson such account.2.

   

   By adding to Section 1., Definitions, the following:ee.

   

   Instructionmeans a written order to the issuer of anUncertificated Securityrequesting that thetransfer, pledge or release from pledge of the specifiedUncertificated Securitybe registered.ff.

   

   Uncertificated Securitymeans a share, participation or other interest in property of or anenterprise of the issuer or an obligation of the issuer, which is:(1)

   

   not represented by an instrument and the transfer of which is registered on booksmaintained for that purpose by or on behalf of the issuer, and(2)

   

   of a type commonly dealt in on securities exchanges or markets, and(3)

   

   either one of a class or series or by its terms divisible into a class or series of shares,participations, interests or obligations.
  ICAP BondForm 17-02-5602 (Ed. 10-03)

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gg.

   Withdrawal Ordermeans a non-negotiable instrument, other than anInstruction, signed by acustomer of the ASSURED authorizing the ASSURED to debit the customer’s account in theamount of funds stated therein.
  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP BondForm 17-02-5602 (Ed. 10-03)

   Page 2


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FEDERAL INSURANCE COMPANYEndorsement No.:

   7Bond Number:

   82126662NAME OF ASSURED: NICHOLAS COMPANY, INC.
  CLAIMS EXPENSE ENDORSEMENT It is agreed that this Bond is amended as follows: 1.

   

   By adding the following INSURING CLAUSE:16.

   

   Claims ExpenseReasonable expense incurred by the ASSURED, solely for independent firms or individuals todetermine the amount of loss where:(1)

   

   the loss is covered under the Bond, and(2)

   

   the loss is in excess of the applicable DEDUCTIBLE AMOUNT.2.

   

   Under General Exclusions-Applicable To All Insuring Clauses, Section 2.f. does not apply to losscovered under this INSURING CLAUSE.
  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP Bond Form 17-02-6282 (Ed. 11-04)


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FEDERAL INSURANCE COMPANYEndorsement No.:

   8Bond Number:

   82126662NAME OF ASSURED: NICHOLAS COMPANY, INC.
  STOP PAYMENT ORDER OR REFUSAL TO PAY CHECK ENDORSEMENT It is agreed that this Bond is amended as follows:1.

   

   

   By adding the following INSURING CLAUSE:“

   17.

   

   Stop Payment Order or Refusal to Pay CheckLoss resulting directly from the ASSURED being legally liable to pay compensatory damagesfor:a.

   

   complying or failing to comply with notice from any customer of the ASSURED or anyauthorized representative of such customer, to stop payment on any check or draft made ordrawn upon or against the ASSURED by such customer or by any authorizedrepresentative of such customer, orb.

   

   refusing to pay any check or draft made or drawn upon or against the ASSURED by anycustomer of the ASSURED or by any authorized representative of such customer.”2.

   

   

   By adding the following Specific Exclusion:“Section 4.A. Specific Exclusions – Applicable to INSURING CLAUSE 17This Bond does not directly or indirectly cover:a.

   

   liability assumed by the ASSURED by agreement under any contract, unless such liability wouldhave attached to the ASSURED even in the absence of such agreement,b.

   

   loss arising out of:(1)

   

   libel, slander, wrongful entry, eviction, defamation, false arrest, false imprisonment,malicious prosecution, assault or battery,(2)

   

   sickness, disease, physical bodily harm, mental or emotional distress or anguish, or death ofany person, or(3)

   

   discrimination.”This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012.
  ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP Bond Form 17-02-2365 (Ed. 10-00)


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ENDORSEMENT/RIDEREffective date ofthis endorsement/rider: November 16, 2012

   FEDERAL INSURANCE COMPANYEndorsement/Rider No. 9To be attached to andform a part of Bond No. 82126662Issued to: NICHOLAS COMPANY, INC.
  AMENDED AUTOMATIC INCREASE IN LIMITS ENDORSEMENT In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. AdditionalOffices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice ToCompany, is amended by adding the following subsection:Automatic Increase in Limits for Investment CompaniesIf an increase in bonding limits is required pursuant to rule 17g-1 of the Investment Company Act of 1940(“the Act”), due to:(i)

   the creation of a newInvestment Company, other than by consolidation or merger with, or purchase oracquisition of assets or liabilities of, another institution; or(ii)

   an increase in asset size of currentInvestment Companiescovered under this Bond,then the minimum required increase in limits shall take place automatically without payment of additionalpremium for the remainder of the BOND PERIOD.Any such newly createdInvestment Companyshall be included as an ASSURED effective on the date ofsuch creation.The title and any headings in this endorsement/rider are solely for convenience and form no part of the termsand conditions of coverage.All other terms, conditions and limitations of this Bond shall remain unchanged.
   Q08-1696 (08/2008)Page 1


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FEDERAL INSURANCE COMPANYEndorsement No.:

   10Bond Number:

   82126662NAME OF ASSURED: NICHOLAS COMPANY, INC.
  AUTOMATIC ACQUISITION PERCENTAGE THRESHOLD ENDORSEMENT It is agreed that this Bond is amended by deleting in its entirety General Agreement C., Additional Officesor Employees-Consolidation, Merger or Purchase or Acquisition of Assets or Liabilities-Notice ToCompany, and substituting the following:C.

   Additional Offices or Employees-Consolidation, Merger or Purchase or Acquisition Of Assets orLiabilities-Notice to CompanyIf the ASSURED, other than anInvestment Company, while this Bond is in force, merges orconsolidates with, or purchases or acquires assets or liabilities of another institution, the ASSUREDshall not have the coverage afforded under this Bond for loss which has:(1)

   

   occurred or will occur on premises,(2)

   

   been caused or will be caused by an employee, or(3)

   

   arisen or will arise out of the assets or liabilities,of such institution, unless the ASSURED:a.

   

   gives the COMPANY written notice of the proposed consolidation, merger or purchase oracquisition of assets or liabilities prior to the proposed effective date of such action, andb.

   

   obtains the written consent of the COMPANY to extend some or all of the coverage providedby this Bond to such additional exposure, andc.

   

   on obtaining such consent, pays to the COMPANY an additional premium.Notwithstanding anything stated above to the contrary, the COMPANY hereby agrees to providecoverage which shall be effective on the date of acquisition under this Bond for those acquiredinstitutions in which the ASSURED owns greater than fifty percent (50%) of the voting stock orvoting rights either directly or through one or more of its subsidiaries for the remainder of the BONDPERIOD, with no additional premium, provided the acquired institution meets all of the followingconditions:i.

   

   the assets shall not exceed fifteen percent (15%) of the ASSURED’S assets,ii.

   

   there shall be neither any paid nor pending Bond claim for the three (3) year period prior tothe date of acquisition, andiii.

   

   the ASSURED is not aware of any disciplinary action or proceeding by State or Federalofficials involving the acquired institution as of the date of acquisition.
  ICAP BondForm 17-02-6247 (Ed. 3-04)

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The COMPANY further agrees that as respects any acquisition that involves a State or Federal regulatory assisted acquisition or assumption of assets and/or liabilities, coverage shall be provided under this Bond for the remainder of the BOND PERIOD as long as conditions i. and ii. above are met. As respects such acquisition or assumption of assets and/or liabilities, coverage applies only to aSingle Lossfully sustained by the ASSURED on or after the date of such acquisition or assumption. All of the circumstances, conditions or acts causing or contributing to aSingle Lossmust occur on or after the date of such acquisition or assumption for coverage to apply regardless of the time such loss is discovered by the ASSURED. This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP BondForm 17-02-6247 (Ed. 3-04)

   Page 2


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FEDERAL INSURANCE COMPANYEndorsement No:

   11Bond Number:

   82126662NAME OF ASSURED: NICHOLAS COMPANY, INC.
  TERMINATION-NONRENEWAL-NOTICE ENDORSEMENT It is agreed that this Bond is amended as follows: 1.

   

   By adding to Section 13., Termination, the following:"Termination By The CompanyBonds In Effect For More Than Sixty (60) DaysIf this Bond has been in effect for more than sixty (60) days, or, if this Bond is a renewal, the COMPANYmay terminate by providing written notice of cancellation at least sixty (60) days before the effective dateof 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 aclaim thereunder;3.

   

   Discovery of willful or reckless acts or omissions or violation of any provision of this Bond on thepart 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 beenissued or renewed, except to the extent that the COMPANY should reasonably have foreseen thechange, or contemplated the risk when the contract was written;6.

   

   Determination by the Commissioner that the continuation of the Bond would jeopardize aCOMPANY'S solvency or would place the COMPANY in violation of the insurance laws of anystate;7.

   

   Determination by the Commissioner that continuation of the present premium volume of theCOMPANY 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 tomeet the ASSUREDS needs;10.

   

   Substantial breaches of contractual duties, conditions or warranties; or11.

   

   Unfavorable underwriting facts, specific to the ASSURED, existing that were not present at theinception of the Bond.
  ICAP BondForm 17-02-1360 (Rev. 10-99)

   Page 1


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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 BondForm 17-02-1360 (Rev. 10-99)

   Page 2


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Return Premium CalculationsAny unearned premiums which have been paid by the ASSURED shall be refunded to the ASSUREDon a pro rata basis if terminated by the COMPANY or the ASSURED. The unearned premiums shall berefunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or theeffective date of cancellation, whichever is later.Conditional RenewalIf 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 ordelivers 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 COMPANYnotifies the ASSURED within sixty (60) days prior to the renewal date, the new terms or premiums donot take effect until sixty (60) days after the notice is mailed or delivered, in which case, the ASSUREDmay elect to cancel the renewal Bond within the sixty (60) day period. If the COMPANY does not notifythe ASSURED of the new terms or premiums, the COMPANY shall continue the Bond at the expiringterms and premiums until notice is given or until the effective date of replacement coverage is obtainedby the ASSURED, whichever occurs first.”2.

   

   It is further understood and agreed that for the purposes of Section 13., Termination, any occurrencelisted in this Section shall be considered to be a request by the ASSURED to immediately terminate thisBond.
  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2012. ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.   ICAP BondForm 17-02-1360 (Rev. 10-99)

   Page 3


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ENDORSEMENT/RIDEREffective date ofthis endorsement/rider: November 16, 2012

   FEDERAL INSURANCE COMPANYEndorsement/Rider No.

   12To be attached to andform a part of Bond No.

   82126662Issued to: NICHOLAS COMPANY, INC.
  COMPLIANCE WITH APPLICABLE TRADE SANCTION LAWS It is agreed that this insurance does not apply to the extent that trade or economic sanctions or other similar laws or regulations prohibit the coverage provided by this insurance. The title and any headings in this endorsement/rider are solely for convenience and form no part of the terms and conditions of coverage. All other terms, conditions and limitations of this Bond shall remain unchanged.  14-02-9228 (02/2010)Page 1


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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)


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IMPORTANT NOTICE TO POLICYHOLDERS All of the members of the Chubb Group of Insurance companies doing business in the United States (hereinafter Chubb) distribute their products through licensed insurance brokers and agents (producers). Detailed information regarding the types of compensation paid by Chubb to producers on US insurance transactions is available under the Producer Compensation link located at the bottom of the page at www.chubb.com, or by calling 1-866-588-9478. Additional information may be available from your producer. Thank you for choosing Chubb. 10-02-1295 (ed. 6/2007)


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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 (the Act), effective December 26, 2007, this policy makes available to you insurance for losses arising out of certain acts of terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. You should know that the insurance provided by your policy for losses caused by acts of terrorism is partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States pays 85% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage. However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31), the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. 10-02-1281 (Ed. 1/2003)


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If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a Program Year (January 1 through December 31) and we have met our insurer deductible under the Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. The portion of your policys annual premium that is attributable to insurance for such acts of terrorism is: $-0-. If you have any questions about this notice, please contact your agent or broker. 10-02-1281 (Ed. 1/2003)


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NICHOLAS EQUITY INCOME FUND, INC. Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not “interested persons” of the Fund Resolutions adopted on July 23, 2012: BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g); FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an aggregate amount of $5.075 million, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds; FURTHER RESOLVED,that based upon the relative risks presented by the seven joint insureds to the joint Bond, the relative sizes of the six mutual funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer; FURTHER RESOLVED, that if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate in the Board of Directors’ discretion, then the Fund has no objection to and does approve such amendment of the bond amount; FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g); FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. Resolutions adopted on February 8, 2013: BE IT THEREFORE RESOLVED, that the Board of Directors ratifies the following allocation of premiums whereby the Fund shall pay its proportionate share of the total Bond premium calculated as a percentage of the aggregate minimum Bond required, with the other insureds paying their proportionate share of such premium: 2012 / 2013Nicholas Fund, Inc

   $

   4,552.24Nicholas II, Inc

   

   2,730.42Nicholas High Income Fund, Inc

   

   1,592.36Nicholas Limited Edition, Inc

   

   2,276.12Nicholas Money Market Fund, Inc

   

   1,215.06Nicholas Equity Income Fund, Inc

   

   1,820.28Nicholas Company, Inc

   

   1,213.52Total Premium

   $

   15,400.00
  FURTHER RESOLVED, that this Board does hereby determine that participation in the joint policy is in the best interest of the Fund and the allocation of premiums is fair and reasonable, the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of Nicholas Company, Inc., do hereby ratify and affirm the foregoing resolutions pertaining to the Bond.


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NICHOLAS FUND, INC. Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not “interested persons” of the Fund Resolutions adopted on July 23, 2012: BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g); FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an aggregate amount of $5.075 million, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds; FURTHER RESOLVED,that based upon the relative risks presented by the seven joint insureds to the joint Bond, the relative sizes of the six mutual funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer; FURTHER RESOLVED, that if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate in the Board of Directors’ discretion, then the Fund has no objection to and does approve such amendment of the bond amount; FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g); FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. Resolutions adopted on February 8, 2013: BE IT THEREFORE RESOLVED, that the Board of Directors ratifies the following allocation of premiums whereby the Fund shall pay its proportionate share of the total Bond premium calculated as a percentage of the aggregate minimum Bond required, with the other insureds paying their proportionate share of such premium: 2012 / 2013Nicholas Fund, Inc

   $

   4,552.24Nicholas II, Inc

   

   2,730.42Nicholas High Income Fund, Inc

   

   1,592.36Nicholas Limited Edition, Inc

   

   2,276.12Nicholas Money Market Fund, Inc

   

   1,215.06Nicholas Equity Income Fund, Inc

   

   1,820.28Nicholas Company, Inc

   

   1,213.52Total Premium

   $

   15,400.00
  FURTHER RESOLVED, that this Board does hereby determine that participation in the joint policy is in the best interest of the Fund and the allocation of premiums is fair and reasonable, the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions; FURTHER RESOLVED, that Messrs. Bock and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. -2-


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NICHOLAS II, INC. Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not “interested persons” of the Fund Resolutions adopted on July 23, 2012: BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g); FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an aggregate amount of $5.075 million, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds; FURTHER RESOLVED,that based upon the relative risks presented by the seven joint insureds to the joint Bond, the relative sizes of the six mutual funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer; FURTHER RESOLVED, that if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate in the Board of Directors’ discretion, then the Fund has no objection to and does approve such amendment of the bond amount; FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g); FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. Resolutions adopted on February 8, 2013: BE IT THEREFORE RESOLVED, that the Board of Directors ratifies the following allocation of premiums whereby the Fund shall pay its proportionate share of the total Bond premium calculated as a percentage of the aggregate minimum Bond required, with the other insureds paying their proportionate share of such premium: 2012 / 2013Nicholas Fund, Inc

   $

   4,552.24Nicholas II, Inc

   

   2,730.42Nicholas High Income Fund, Inc

   

   1,592.36Nicholas Limited Edition, Inc

   

   2,276.12Nicholas Money Market Fund, Inc

   

   1,215.06Nicholas Equity Income Fund, Inc

   

   1,820.28Nicholas Company, Inc

   

   1,213.52Total Premium

   $

   15,400.00
  FURTHER RESOLVED, that this Board does hereby determine that participation in the joint policy is in the best interest of the Fund and the allocation of premiums is fair and reasonable, the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. -3-


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NICHOLAS HIGH INCOME FUND, INC. Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not “interested persons” of the Fund Resolutions adopted on July 23, 2012: BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g); FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an aggregate amount of $5.075 million, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds; FURTHER RESOLVED,that based upon the relative risks presented by the seven joint insureds to the joint Bond, the relative sizes of the six mutual funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer; FURTHER RESOLVED, that if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate in the Board of Directors’ discretion, then the Fund has no objection to and does approve such amendment of the bond amount; FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g); FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. Resolutions adopted on February 8, 2013: BE IT THEREFORE RESOLVED, that the Board of Directors ratifies the following allocation of premiums whereby the Fund shall pay its proportionate share of the total Bond premium calculated as a percentage of the aggregate minimum Bond required, with the other insureds paying their proportionate share of such premium: 2012 / 2013Nicholas Fund, Inc

   $

   4,552.24Nicholas II, Inc

   

   2,730.42Nicholas High Income Fund, Inc

   

   1,592.36Nicholas Limited Edition, Inc

   

   2,276.12Nicholas Money Market Fund, Inc

   

   1,215.06Nicholas Equity Income Fund, Inc

   

   1,820.28Nicholas Company, Inc

   

   1,213.52Total Premium

   $

   15,400.00
  FURTHER RESOLVED, that this Board does hereby determine that participation in the joint policy is in the best interest of the Fund and the allocation of premiums is fair and reasonable, the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. -4-


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NICHOLAS LIMITED EDITION, INC. Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not “interested persons” of the Fund Resolutions adopted on July 23, 2012: BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g); FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an aggregate amount of $5.075 million, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds; FURTHER RESOLVED,that based upon the relative risks presented by the seven joint insureds to the joint Bond, the relative sizes of the six mutual funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer; FURTHER RESOLVED, that if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate in the Board of Directors’ discretion, then the Fund has no objection to and does approve such amendment of the bond amount; FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g); FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. Resolutions adopted on February 8, 2013: BE IT THEREFORE RESOLVED, that the Board of Directors ratifies the following allocation of premiums whereby the Fund shall pay its proportionate share of the total Bond premium calculated as a percentage of the aggregate minimum Bond required, with the other insureds paying their proportionate share of such premium: 2012 / 2013Nicholas Fund, Inc

   $

   4,552.24Nicholas II, Inc

   

   2,730.42Nicholas High Income Fund, Inc

   

   1,592.36Nicholas Limited Edition, Inc

   

   2,276.12Nicholas Money Market Fund, Inc

   

   1,215.06Nicholas Equity Income Fund, Inc

   

   1,820.28Nicholas Company, Inc

   

   1,213.52Total Premium

   $

   15,400.00
  FURTHER RESOLVED, that this Board does hereby determine that participation in the joint policy is in the best interest of the Fund and the allocation of premiums is fair and reasonable, the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. -5-


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NICHOLAS MONEY MARKET FUND, INC. Resolutions adopted pursuant to Rule 17g-1(g)(1) by a majority of the board of directors who are not “interested persons” of the Fund Resolutions adopted on July 23, 2012: BE IT THEREFORE RESOLVED, that the Fund enter into a Joint Insurance Agreement with all of the funds and the Nicholas Company, Inc., substantially in the form utilized by the Fund for its current Bond, for the purpose of maintaining a Bond pursuant to Section 17(g); FURTHER RESOLVED,that the Fund obtain a joint Bond pursuant to Section 17(g) in an amount not less than an aggregate amount of $5.075 million, such amount being reasonable under all the circumstances, which shall name all of the funds in the Nicholas family of funds and Nicholas Company, Inc. as insureds; FURTHER RESOLVED,that based upon the relative risks presented by the seven joint insureds to the joint Bond, the relative sizes of the six mutual funds so insured, the amount of the Bond and all other relevant factors, the Fund shall pay its proportionate share of the total Bond premium, with the other insureds paying their proportionate share of such premium, as determined by the Board of Directors at the next regularly scheduled board meeting after such premium amount shall be obtained by the Fund from the insurer; FURTHER RESOLVED, that if the present size of any of the investment companies or Nicholas Company, Inc. entities increases or decreases such that a higher or lower bond amount is required, desirable or appropriate in the Board of Directors’ discretion, then the Fund has no objection to and does approve such amendment of the bond amount; FURTHER RESOLVED, that Jeffrey T. May is hereby designated the agent of the Fund for purposes of Section 17(g); FURTHER RESOLVED, that the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions in compliance with Section 17(g) and other applicable statutes and rules; FURTHER RESOLVED, that Messrs. Bock, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. Resolutions adopted on February 8, 2013: BE IT THEREFORE RESOLVED, that the Board of Directors ratifies the following allocation of premiums whereby the Fund shall pay its proportionate share of the total Bond premium calculated as a percentage of the aggregate minimum Bond required, with the other insureds paying their proportionate share of such premium: 2012 / 2013Nicholas Fund, Inc

   $

   4,552.24Nicholas II, Inc

   

   2,730.42Nicholas High Income Fund, Inc

   

   1,592.36Nicholas Limited Edition, Inc

   

   2,276.12Nicholas Money Market Fund, Inc

   

   1,215.06Nicholas Equity Income Fund, Inc

   

   1,820.28Nicholas Company, Inc

   

   1,213.52Total Premium

   $

   15,400.00
  FURTHER RESOLVED, that this Board does hereby determine that participation in the joint policy is in the best interest of the Fund and the allocation of premiums is fair and reasonable, the officers of the Fund shall be, and they hereby are, authorized and directed to take such action as may be necessary or appropriate to effect the foregoing resolutions; FURTHER RESOLVED, that Messrs. Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Adviser, do hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond. -6-


JOINT FIDELITY BOND AGREEMENT THIS AGREEMENT is made as of the 16th day of November, 2012, by and among Nicholas Company, Inc., a Wisconsin corporation (the "Company"), Nicholas Equity Income Fund, Inc., a Maryland corporation (the "Equity Income Fund"), Nicholas Fund, Inc., a Maryland corporation (the "Fund"), Nicholas II, Inc., a Maryland corporation ("Nicholas II"), Nicholas High Income Fund, Inc., a Delaware corporation (the "High Income Fund"), Nicholas Limited Edition, Inc., a Maryland corporation (the "Limited Edition"), and Nicholas Money Market Fund, Inc., a Maryland corporation (the "Money Fund"), the foregoing parties being collectively referred to herein as the "Joint Insureds." WHEREAS, the Equity Income Fund, the Fund, Nicholas II, the High Income Fund, the Limited Edition and the Money Fund are investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "Act"); and WHEREAS, the Company is an investment adviser registered under the Investment Advisers Act of 1940, and is the investment adviser to the Equity Income Fund, the Fund, Nicholas II, the High Income Fund, the Limited Edition and the Money Fund; and WHEREAS, the Equity Income Fund, the Fund, Nicholas II, the High Income Fund, the Limited Edition and the Money Fund are required by Section 17(g) of the Act to maintain a fidelity bond against larceny and embezzlement in an amount determined by their respective Boards of Directors after consideration of all relevant risk factors; and WHEREAS, all parties hereto desire to be Joint Insureds under a fidelity bond; and WHEREAS, pursuant to Section 17(g) of the Act and Rule §270.17g-1(d) (2) thereunder, if any registered management company maintains a fidelity bond with a joint insured, it must be assured of receiving an equitable and proportionate share of the recovery under said bond in the event of loss covered by the fidelity bond. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. The Joint Insureds agree to maintain a joint fidelity bond insuring the Joint Insureds against loss resulting from larceny and embezzlement in the amount of $5,075,000 (the "Fidelity Bond"), covering the period from November 16, 2012 to November 16, 2013. 2. Each of the Joint Insureds shall be responsible to pay only that portion of the total premium for the Fidelity Bond attributable to such Joint Insureds required individual bond. - 1 -


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3. The Company shall be responsible to pay that portion of the premium for the Fidelity Bond over and above that which the other Joint Insureds are required to pay pursuant to this Agreement. 4. The Company further agrees to indemnify and hold each of the other Joint Insureds harmless from any deductible amount provided for under the Fidelity Bond. 5. In the event that recovery is made under the Fidelity Bond as a result of a loss sustained by one or more of the Joint Insureds, each of such Joint Insureds shall receive an equitable and proportionate share of the recovery, if any, but at least equal to the amount which each would have received had each Joint Insured maintained a single insured bond with the coverage set forth in paragraph 6 hereof. 6. The amount of the Fidelity Bond which each of the Joint Insureds would have maintained under a single insured bond is as follows: The Fund

   $

   1,500,000Nicholas II

   

   900,000Limited Edition

   

   750,000High Income Fund

   

   525,000Money Fund

   

   400,000Equity Income Fund

   

   600,000The Company

   

   400,000Total

   $

   5,075,000
  7. The Joint Insureds agree that the total premium for the Fidelity Bond, in the amount of $14,800.00, shall be allocated among the Joint Insureds, with each paying the following amount: The Fund

   $

   4,552.24Nicholas II

   

   2,730.42Limited Edition

   

   2,276.12High Income Fund

   

   1,592.36Money Fund

   

   1,215.06Equity Income Fund

   

   1,820.28The Company

   

   1,213.52Total

   $

   15,400.00
  - 2 -


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. NICHOLAS FUND, INC.

   NICHOLAS LIMITED EDITION, INC.By:/s/ Albert O. Nicholas

   By: /s/ Albert O. NicholasAlbert O. Nicholas, President

   Albert O. Nicholas, Executive Vice PresidentAttest:/s/ Jeffrey T. May

   Attest: /s/ Jeffrey T. MayJeffrey T. May, Senior Vice President,

   Jeffrey T. May, Senior Vice President,Secretary and Treasurer

   Secretary and TreasurerNICHOLAS II, INC.

   NICHOLAS MONEY MARKET FUND, INC.By:/s/ Albert O. Nicholas

   By: /s/ Albert O. NicholasAlbert. O Nicholas, Executive Vice

   Albert O. Nicholas, PresidentPresidentAttest:/s/ Jeffrey T. May

   Attest: /s /Jeffrey T. MayJeffrey T. May, Senior Vice President,

   Jeffrey T. May, Senior Vice President,Secretary and Treasurer

   Secretary and TreasurerNICHOLAS HIGH INCOME FUND, INC.

   NICHOLAS COMPANYBy:/s/ Albert O. Nicholas

   By: /s/ Albert O. NicholasAlbert O. Nicholas, Executive Vice

   Albert O. Nicholas, Chief Executive OfficerPresidentAttest:/s/ Jeffrey T. May

   Attest: /s/ Jeffrey T. MayJeffrey T. May, Senior Vice President,

   Jeffrey T. May, Executive Vice President,Secretary and Treasurer

   CFO, Secretary and Treasurer
  [SIGNATURES CONTINUED ON NEXT PAGE] - 3 -


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NICHOLAS EQUITY INCOME FUND, INC.By:/s/ Albert O. NicholasAlbert O. Nicholas, PresidentAttest:/s/ Jeffrey T. MayJeffrey T. May, Senior Vice President,Secretary and Treasurer
  - 4 -