UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM N-CSRCERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENTCOMPANIESInvestment Company Act file number811-01728Nicholas Fund, Inc.(Exact Name of Registrant as specified in charter)411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202(Address of Principal Executive Offices)

   (Zip Code)Jennifer R. Kloehn, Senior Vice President and Treasurer411 East Wisconsin AvenueMilwaukee, Wisconsin 53202(Name and Address of Agent for Service)
  Registrant's telephone number, including area code:414-272-4650Date of fiscal year end:03/31/2019Date of reporting period:03/31/2019


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Item 1. Report to Stockholders.


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ANNUAL REPORT March 31, 2019 NICHOLAS FUND, INC.  Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Fund’s website, www.nicholasfunds.com, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund or your financial intermediary electronically by contacting your financial intermediary (such as a broker-dealer or bank); direct shareholders may call the Fund at 1-800-544-6547. You may elect to receive all future reports in paper free of charge. You can inform the Fund or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by contacting your financial intermediary (such as a broker-dealer or bank); direct shareholders may call the Fund at 1-800-544-6547. Your election to receive reports in paper will apply to all funds held with the Fund complex or your financial intermediary. WWW.NICHOLASFUNDS.COM


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NICHOLAS FUND, INC. May 2019 Dear Fellow Shareholders: For the fiscal year ended March 31, 2019, Nicholas Fund returned 13.07% compared to 9.50% for the Standard & Poor’s 500 (“S&P 500”) Index and 12.75% for the Russell 1000 Growth Index. The one-year period was marked by extreme volatility with a strong run up until late September 2018 followed by a correction in the 4th quarter and a strong recovery in the 1st quarter of 2019. The stock market decline in late 2018 was sparked by a concern the Federal Reserve was raising interest rates too quickly, along with trade concerns with China. The subsequent recovery was a result of the Fed’s pivot on the direction of interest rates and the potential of a trade deal with China. Returns for Nicholas Fund, Inc. and selected indices are provided in the chart below for the period ended March 31, 2019. Average Annual Total Return1

   Year

   

   3

   Year

   

   5

   Year

   

   10

   Year

   45

   YearNicholas Fund, Inc.

   

   13.07

   %

   

   11.01

   %

   

   8.34

   %

   

   16.56

   %

   12.40

   %Standard & Poor’s 500 Index

   

   9.50

   %

   

   13.51

   %

   

   10.91

   %

   

   15.92

   %

   11.09

   %Russell 1000 Growth Index

   

   12.75

   %

   

   16.53

   %

   

   13.50

   %

   

   17.52

   %

   N/AConsumer Price Index

   

   1.86

   %

   

   2.21

   %

   

   1.49

   %

   

   1.81

   %

   3.78

   %Ending value of $10,000 investedin Nicholas Fund, Inc.

   $

   11,307

   

   $

   13,679

   

   $

   14,929

   

   $

   46,299

   $

   1,922,244Fund’s Expense Ratio (from 07/30/18 Prospectus): 0.72%
  Performance data quoted represents past performance and is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.nicholasfunds.com/returns.html. The Fund’s returns are reduced by expenses while the market indices are not. The ending values above illustrate the performance of a hypothetical $10,000 investment made in the Fund over the timeframes listed. Assumes reinvestment of dividends and capital gains. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. These figures do not imply any future performance. The Fund’s outperformance for the fiscal year relative to the S&P 500 was driven by stock selection in the technology, industrial and consumer discretionary sectors. The only sector that detracted from performance was the real estate sector. The Fund’s outperformance during the same period against the Russell 1000 Growth Index was predominately a result of stock selection in the industrial sector. On an absolute basis, the best performing stocks held by the Fund included Ulta Beauty, O’Reilly Automotive and Merck. The worst performing stocks included Mohawk Industries, Affiliated Managers Group and Biogen. As of March 31, 2019, the Fund held 58 stocks and approximately 7% cash. Sector weightings of the Fund were as follows: 24% information technology, 15% health care, 14% consumer discretionary, 13% industrials, 11% financials, 5% communication services, 4% consumer staples, 3% materials, 2% real estate and 2% energy. The markets currently trade at near all-time highs and valuations are on the high side. The long-term returns are large as well, due to the fact that ten years ago we were in the midst of the Great Recession and markets were at extremely low levels. We would not expect those types of returns from the current high levels of stock prices. Positives for the market include a strong U.S.


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economy with near full employment, the Fed on pause from raising interest rates, and other governments, including China, in fiscal stimulation mode. Concerns include the extended length of the bull market, rising debt levels around the world, economic stagnation in many areas of the world, and political instability. We will continue to invest in companies which we believe have sustainable competitive advantages, growth opportunities, good balance sheets, strong management, and that are selling at reasonable valuations. Thank you for your continued support.   Mutual fund investing involves risk. Principal loss is possible. Investing in small- and medium-sized companies involves greater risks than those associated with investing in large company stocks, such as business risk, stock price fluctuations and liquidity. Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice. Please refer to the Schedule of Investments in the report for complete Fund holdings information. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. The S&P 500 Index is a broad-based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. The Russell 1000®Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Consumer Price Index represents changes in prices of all goods and services purchased for consumption by urban households. One cannot invest directly in an index. Must be preceded or accompanied by a prospectus. The Nicholas Funds are distributed by Quasar Distributors, LLC.


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COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN NICHOLAS FUND, INC. AND S&P 500 INDEX The line graph which follows compares the initial account value and subsequent account value at the end of each of the most recently completed ten fiscal years of the Fund, to the same investment over the same periods in the S&P 500 Index. The graph assumes a $10,000 investment in the Fund and the index at the beginning of the period.   The Fund’s average annual total returns for the one-, five- and ten-year periods ended on the last day of the most recent fiscal year are as follows: One Year Ended

   

   Five Years Ended

   

   Ten Years EndedMarch 31, 2019

   

   March 31, 2019

   

   March 31, 2019Average Annual Total Return

   13.07

   %

   8.34

   %

   16.56

   %
  Past performance is not predictive of future performance, and the above graph and table do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. – 3–


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Financial Highlights (NICSX)For a share outstanding throughout each period Years Ended March 31,2019

   

   

   2018

   

   

   2017

   

   

   2016

   

   

   2015NET ASSET VALUE, BEGINNING OF PERIOD

   $

   62.10

   

   $

   65.52

   

   $

   61.78

   

   $

   71.57

   

   $

   65.28INCOME (LOSS) FROMINVESTMENT OPERATIONSNet investment income

   

   .38

   (1)

   

   .29

   (1)

   

   .37

   (1)

   

   .44

   

   

   .22Net gain (loss) on securities (realizedand unrealized)

   

   7.14

   

   

   5.90

   

   

   5.59

   

   

   (6.35

   )

   

   11.93Total from investment operations

   

   7.52

   

   

   6.19

   

   

   5.96

   

   

   (5.91

   )

   

   12.15LESS DISTRIBUTIONSFrom net investment income

   

   (.39

   )

   

   (.41

   )

   

   (.44

   )

   

   (.39

   )

   

   (.21

   )From net capital gain

   

   (4.12

   )

   

   (9.20

   )

   

   (1.78

   )

   

   (3.49

   )

   

   (5.65

   )Total distributions

   

   (4.51

   )

   

   (9.61

   )

   

   (2.22

   )

   

   (3.88

   )

   

   (5.86

   )NET ASSET VALUE, END OF PERIOD

   $

   65.11

   

   $

   62.10

   

   $

   65.52

   

   $

   61.78

   

   $

   71.57TOTAL RETURN

   

   13.07

   %

   

   10.11

   %

   

   9.87

   %

   

   (8.68

   )%

   

   19.51

   %SUPPLEMENTAL DATA:Net assets, end of period (millions)

   $

   2,737.5

   

   $

   2,695.8

   

   $

   2,850.4

   

   $

   3,274.3

   

   $

   3,650.5Ratio of expenses to average net assets

   

   .72

   %

   

   .72

   %

   

   .72

   %

   

   .72

   %

   

   .72

   %Ratio of net investment incometo average net assets

   

   .60

   %

   

   .46

   %

   

   .58

   %

   

   .65

   %

   

   .34

   %Portfolio turnover rate

   

   12.76

   %

   

   18.40

   %

   

   40.90

   %

   

   28.84

   %

   

   21.94

   %(1) Computed based on average shares outstanding.
  The accompanying notes to financial statements are an integral part of these highlights. – 4–


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Top Ten Equity Portfolio HoldingsMarch 31, 2019 (unaudited) PercentageName

   of Net AssetsThermo Fisher Scientific Inc.

   3.68

   %Microsoft Corporation

   3.62

   %Apple Inc.

   3.23

   %Mastercard Incorporated – Class A

   3.14

   %Cintas Corporation

   2.82

   %Alphabet Inc. – Class C

   2.74

   %Aon plc

   2.59

   %Visa Inc. – Class A

   2.57

   %Charles Schwab Corporation (The)

   2.47

   %Snap-on Incorporated

   2.35

   %Total of top ten

   29.21

   %
  Sector Diversification(as a percentage of portfolio)March 31, 2019 (unaudited)   – 5–


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Fund ExpensesFor the six month period ended March 31, 2019 (unaudited) As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other operating expenses. The following table is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period. The first line of the table below provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as wire fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Beginning

   

   Ending

   

   ExpensesAccount Value

   

   Account Value

   

   Paid During Period*09/30/18

   

   03/31/19

   

   10/01/18 - 03/31/19Actual

   $

   1,000.00

   $

   1,013.70

   $

   3.61Hypothetical

   

   1,000.00

   

   1,021.41

   

   3.63(5% return before expenses)
  *

   Expenses are equal to the Fund’s six-month annualized expense ratio of 0.72%, multiplied by the average account value over the period, multiplied by 182 then divided by 365 to reflect the one-half year period. – 6–


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Schedule of InvestmentsMarch 31, 2019 Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 93.49%Communication Services – Media & Entertainment — 4.94%64,000

   Alphabet Inc. – Class C*

   $

   75,091,840650,000

   Comcast Corporation – Class A

   

   25,987,000205,000

   Facebook, Inc. – Class A*

   

   34,171,450135,250,290Consumer Discretionary – Retailing — 11.34%32,200

   Amazon.com, Inc.*

   

   57,340,150270,000

   Home Depot, Inc. (The)

   

   51,810,3001,667,782

   LKQ Corporation*

   

   47,331,653154,976

   O’Reilly Automotive, Inc.*

   

   60,177,181810,000

   TJX Companies, Inc. (The)

   

   43,100,100145,000

   Ulta Beauty, Inc.*

   

   50,565,850310,325,234Consumer Discretionary – Services — 2.97%180,000

   McDonald’s Corporation

   

   34,182,000635,000

   Starbucks Corporation

   

   47,205,90081,387,900Consumer Staples – Food, Beverage & Tobacco — 2.55%700,000

   Mondelez International, Inc. – Class A

   

   34,944,000285,000

   PepsiCo, Inc.

   

   34,926,75069,870,750Consumer Staples – Household & Personal Products — 1.32%225,000

   Clorox Company (The)

   

   36,103,500Energy — 1.81%1,700,000

   Enterprise Products Partners L.P.

   

   49,470,000Financials – Banks — 1.68%485,000

   East West Bancorp, Inc.

   

   23,265,450225,000

   JPMorgan Chase & Co.

   

   22,776,75046,042,200Financials – Diversified — 5.88%304,505

   Affiliated Managers Group, Inc.

   

   32,615,5301,580,000

   Charles Schwab Corporation (The)

   

   67,560,800355,000

   Intercontinental Exchange, Inc.

   

   27,029,700160,000

   S&P Global Inc.

   

   33,688,000160,894,030Financials – Insurance — 4.02%415,000

   Aon plc

   

   70,840,500280,000

   Chubb Limited

   

   39,222,400110,062,900
  The accompanying notes to financial statements are an integral part of this schedule. – 7–


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Schedule of Investments(continued)March 31, 2019 Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 93.49% (continued)Health Care – Equipment & Services — 5.59%130,000

   Becton, Dickinson and Company

   $

   32,464,900925,000

   Boston Scientific Corporation*

   

   35,501,500300,100

   Laboratory Corporation of America Holdings*

   

   45,909,298430,000

   Medtronic Public Limited Company

   

   39,164,400153,040,098Health Care – Pharmaceuticals,Biotechnology & Life Sciences — 9.94%145,000

   Amgen Inc.

   

   27,547,100270,000

   Celgene Corporation*

   

   25,471,800400,000

   Gilead Sciences, Inc.

   

   26,004,000260,000

   Johnson & Johnson

   

   36,345,400315,887

   Merck & Co., Inc.

   

   26,272,322700,000

   Pfizer Inc.

   

   29,729,000368,188

   Thermo Fisher Scientific Inc.

   

   100,780,419272,150,041Industrials – Capital Goods — 7.95%540,000

   Fastenal Company

   

   34,727,400650,000

   Fortive Corporation

   

   54,528,500215,000

   Honeywell International Inc.

   

   34,167,800170,000

   Rockwell Automation, Inc.

   

   29,828,200411,100

   Snap-on Incorporated

   

   64,345,372217,597,272Industrials – Commercial & Professional Services — 4.96%382,500

   Cintas Corporation

   

   77,307,075966,000

   Copart, Inc.*

   

   58,529,940135,837,015Information Technology – Hardware & Equipment — 5.49%465,000

   Apple Inc.

   

   88,326,7501,150,000

   Cisco Systems, Inc.

   

   62,088,500150,415,250Information Technology – Semiconductors &Semiconductor Equipment — 2.27%635,000

   Intel Corporation

   

   34,099,500340,000

   Skyworks Solutions, Inc.

   

   28,043,20062,142,700Information Technology – Software & Services — 16.10%125,000

   Black Knight, Inc.*

   

   6,812,500310,000

   Fiserv, Inc.*

   

   27,366,800210,000

   Gartner, Inc.*

   

   31,852,800
  The accompanying notes to financial statements are an integral part of this schedule. – 8–


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Schedule of Investments(continued)March 31, 2019 Shares orPrincipalAmount

   

   

   ValueCOMMON STOCKS — 93.49% (continued)Information Technology – Software & Services — 16.10% (continued)365,000

   Mastercard Incorporated – Class A

   $

   85,939,250840,000

   Microsoft Corporation

   

   99,069,600187,500

   salesforce.com, inc.*

   

   29,694,375115,000

   ServiceNow, Inc.*

   

   28,346,350330,000

   Total System Services, Inc.

   

   31,353,300450,000

   Visa Inc. – Class A

   

   70,285,500155,000

   Workday, Inc.*

   

   29,891,750440,612,225Materials — 2.62%200,000

   Albemarle Corporation

   

   16,396,000955,802

   Ball Corporation

   

   55,302,70471,698,704Real Estate — 2.06%1,140,000

   CBRE Group, Inc.*

   

   56,373,000TOTAL COMMON STOCKS(cost $1,462,781,634)

   

   2,559,273,109SHORT-TERM INVESTMENTS — 6.60%U.S. Government Securities — 5.14%$

   20,000,000

   U.S. Treasury Bill 04/02/2019, 2.360%

   

   19,998,71125,000,000

   U.S. Treasury Bill 04/11/2019, 2.361%

   

   24,983,88430,000,000

   U.S. Treasury Bill 04/18/2019, 2.410%

   

   29,966,45830,000,000

   U.S. Treasury Bill 05/02/2019, 2.397%

   

   29,939,20936,000,000

   U.S. Treasury Bill 05/07/2019, 2.191%

   

   35,922,575140,810,837Money Market Funds — 1.46%573,836

   Invesco Treasury Portfolio Short-Term Investments Trust(Institutional Class), 7-day net yield 2.33%

   

   573,83639,423,980

   Morgan Stanley Liquidity Funds Government Portfolio(Institutional Class), 7-day net yield 2.33%

   

   39,423,98039,997,816TOTAL SHORT-TERM INVESTMENTS(cost $180,808,653)

   

   180,808,653TOTAL INVESTMENTS(cost $1,643,590,287) – 100.09%

   

   2,740,081,762LIABILITIES, NET OF OTHER ASSETS – (0.09)%

   

   (2,536,068

   )TOTAL NET ASSETS(basis of percentages disclosed above) – 100%

   $

   2,737,545,694* Non-income producing security.
  The accompanying notes to financial statements are an integral part of this schedule. – 9–


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Statement of Assets and LiabilitiesMarch 31, 2019 ASSETSInvestments in securities at value (cost $1,643,590,287)

   $

   2,740,081,762Receivables —Dividend and interest

   

   1,095,134Capital stock subscription

   

   50,930Total receivables

   

   1,146,064Other

   

   45,954Total assets

   

   2,741,273,780LIABILITIESPayables —Investment securities purchased

   

   1,990,231Due to adviser —Management fee

   

   1,499,886Accounting and administrative fee

   

   51,501Total due to adviser

   

   1,551,387Other payables and accrued expense

   

   186,468Total liabilities

   

   3,728,086Total net assets

   $

   2,737,545,694NET ASSETS CONSIST OFPaid in capital

   $

   1,561,209,029Accumulated distributable earnings

   

   1,176,336,665Total net assets

   $

   2,737,545,694NET ASSET VALUE PER SHARE ($.50 par value,200,000,000 shares authorized), offering priceand redemption price (42,042,440 shares outstanding)

   $

   65.11
  The accompanying notes to financial statements are an integral part of this statement. – 10 –


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Statement of OperationsFor the year ended March 31, 2019 INCOMEDividend

   $

   33,471,010Interest

   

   2,271,389Total income

   

   35,742,399EXPENSESManagement fee

   

   17,586,090Transfer agent fees

   

   675,977Accounting and administrative fees

   

   604,679Custodian fees

   

   132,897Printing

   

   95,306Insurance

   

   87,357Postage and mailing

   

   73,700Registration fees

   

   56,455Directors’ fees

   

   37,875Audit and tax fees

   

   33,492Accounting system and pricing service fees

   

   22,177Legal fees

   

   9,325Other operating expenses

   

   11,289Total expenses

   

   19,426,619Net investment income

   

   16,315,780NET REALIZED GAIN ON INVESTMENTS

   

   187,861,377CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATIONON INVESTMENTS

   

   124,702,526Net realized and unrealized gain on investments

   

   312,563,903Net increase in net assets resulting from operations

   $

   328,879,683
  The accompanying notes to financial statements are an integral part of this statement. – 11 –


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Statements of Changes in Net AssetsFor the years ended March 31, 2019 and 2018 2019

   

   

   2018INCREASE (DECREASE) INNET ASSETS FROM OPERATIONSNet investment income

   $

   16,315,780

   

   $

   12,718,322Net realized gain on investments

   

   187,861,377

   

   

   230,546,375Change in net unrealizedappreciation/depreciation on investments

   

   124,702,526

   

   

   27,031,387Net increase in net assetsresulting from operations

   

   328,879,683

   

   

   270,296,084DISTRIBUTIONS TO SHAREHOLDERSFrom investment operations

   

   (187,798,818

   )

   

   —From net investment income

   

   —

   

   

   (17,187,813

   )From net realized gain on investments

   

   —

   

   

   (389,682,184

   )Total distributions

   

   (187,798,818

   )

   

   (406,869,997

   )CAPITAL SHARE TRANSACTIONSProceeds from shares issued(541,313 and 875,365 shares, respectively)

   

   34,089,115

   

   

   55,970,312Reinvestment of distributions(2,993,248 and 6,207,383 shares, respectively)

   

   175,231,918

   

   

   382,995,795Cost of shares redeemed(4,901,465 and 7,174,761 shares, respectively)

   

   (308,676,826

   )

   

   (456,992,987

   )Change in net assets derivedfrom capital share transactions

   

   (99,355,793

   )

   

   (18,026,880

   )Total increase (decrease) in net assets

   

   41,725,072

   

   

   (154,600,793

   )NET ASSETSBeginning of period

   

   2,695,820,622

   

   

   2,850,421,415End of period

   $

   2,737,545,694

   

   $

   2,695,820,622
  The accompanying notes to financial statements are an integral part of these statements. – 12 –


---



Notes to Financial StatementsMarch 31, 2019 (1) Summary of Significant Accounting Policies —Nicholas Fund, Inc. (the “Fund”) is organized as a Maryland corporation and is registeredas an open-end, diversified management investment company under the InvestmentCompany Act of 1940, as amended. The primary objective of the Fund is long-termgrowth. The following is a summary of the significant accounting policies of the Fund:(a) Equity securities traded on a stock exchange will ordinarily be valued on the basis ofthe last sale price on the date of valuation on the securities principal exchange, or ifin the absence of any sale on that day, the closing bid price. For securitiesprincipally traded on the NASDAQ market, the Fund uses the NASDAQ OfficialClosing Price. Investments in shares of open-end mutual funds, including moneymarket funds, are valued at their daily net asset value, which is calculated as of theclose of regular trading on the New York Stock Exchange. Debt securities, excludingshort-term investments, are valued at their current evaluated bid price as determinedby an independent pricing service, which generates evaluations on the basis ofdealer quotes for normal institutional-sized trading units, issuer analysis, bondmarket activity and various other factors. Securities for which market quotationsmay not be readily available are valued at their fair value as determined in good faithby procedures adopted by the Board of Directors. Short-term investmentspurchased at par are valued at cost, which approximates market value. Short-terminvestments purchased at a premium or discount are stated at amortized cost, whichapproximates market value. The Fund did not maintain any positions in derivativeinstruments or engage in hedging activities during the year. Investmenttransactions for financial statement purposes are recorded on trade date.In accordance with Accounting Standards Codification (“ASC”) 820-10, “Fair ValueMeasurements and Disclosures” (“ASC 820-10”), fair value is defined as the pricethat the Fund would receive upon selling an investment in a timely transaction to anindependent buyer in the principal or most advantageous market of the investment.ASC 820-10 established a three-tier hierarchy to maximize the use of observablemarket data and minimize the use of unobservable inputs and to establishclassification of fair value measurements for disclosure purposes. Inputs referbroadly to the assumptions that market participants would use in pricing the assetor liability, including assumptions about risk, for example, the risk inherent in aparticular valuation technique used to measure fair value such as a pricing modeland/or the risk inherent in the inputs to the valuation technique. Inputs may beobservable or unobservable. Observable inputs are inputs that reflect theassumptions market participants would use in pricing the asset or liability based onmarket data obtained from sources independent of the reporting entity.Unobservable inputs are inputs that reflect the reporting entity’s own assumptionsabout the assumptions market participants would use in pricing the asset or liabilitybased on the best information available in the circumstances. The three-tierhierarchy of inputs is summarized in the three broad levels listed below.Level 1 – quoted prices in active markets for identical investmentsLevel 2 – other significant observable inputs (including quoted prices for similarinvestments, interest rates, benchmark yields, bids, offers, transactions, – 13 –


---



Notes to Financial Statements(continued)March 31, 2019 spreads and other relationships observed in the markets among marketsecurities, underlying equity of the issuer, proprietary pricing models,credit risk, etc.)Level 3 – significant unobservable inputs (including the Fund’s own assumptions indetermining the fair value of investments)The inputs or methodology used for valuing securities are not necessarily anindication of the risk associated with investing in those securities.The following is a summary of the inputs used as of March 31, 2019 in valuing theFund’s investments carried at value: InvestmentsValuation Inputs

   

   in SecuritiesLevel 1 –Common Stocks(1)

   $

   2,559,273,109Money Market Funds

   

   39,997,816Level 2 –U.S. Government Securities

   

   140,810,837Level 3 –None

   

   —Total

   $

   2,740,081,762(1) See Schedule of Investments for further detail by industry.
  The Fund did not hold any Level 3 investments during the year.(b) Net realized gain (loss) on portfolio securities was computed on the basis ofspecific identification.(c) Dividend income is recorded on the ex-dividend date, and interest income isrecognized on an accrual basis. Non-cash dividends, if any, are recorded at valueon date of distribution. Generally, discounts and premiums on long-term debtsecurity purchases, if any, are amortized over the expected lives of the respectivesecurities using the effective yield method.(d) Provision has not been made for federal income taxes or excise taxes since theFund has elected to be taxed as a “regulated investment company” and intends todistribute substantially all net investment income and net realized capital gains onsales of investments to its shareholders and otherwise comply with the provisionsof Subchapter M of the Internal Revenue Code applicable to regulated investmentcompanies.(e) Dividends and distributions paid to shareholders are recorded on the ex-dividenddate. Distributions from net investment income are generally declared and paid atleast semiannually. Distributions of net realized capital gain, if any, are declared andpaid at least annually.The amount of distributions from net investment income and net realized capitalgain are determined in accordance with federal income tax regulations, which maydiffer from U.S. generally accepted accounting principles (“U.S. GAAP”) for – 14 –


---



Notes to Financial Statements(continued)March 31, 2019financial reporting purposes. Financial reporting records are adjusted forpermanent book-to-tax differences to reflect tax character. At March 31, 2019, noreclassifications were recorded.The tax character of distributions paid during the years ended March 31, 2019 and2018 was as follows: 03/31/2019

   

   03/31/2018Distributions paid from:Ordinary income

   $

   16,233,084

   $

   17,187,813Long-term capital gain

   

   171,565,734

   

   389,682,184Total distributions paid

   $

   187,798,818

   $

   406,869,997
  As of March 31, 2019, investment cost for federal tax purposes was$1,632,169,956 and the tax basis components of net assets were as follows: Unrealized appreciation

   $

   1,117,732,303Unrealized depreciation

   

   (9,820,497

   )Net unrealized appreciation

   

   1,107,911,806Undistributed ordinary income

   

   3,518,509Accumulated undistributednet realized capital gains

   

   76,859,729Other temporary differences

   

   (11,953,379

   )Paid in capital

   

   1,561,209,029Net assets

   $

   2,737,545,694
  The difference between financial statement and tax-basis investment cost isattributable primarily to holdings in partnership interests.The Fund had no material uncertain tax positions and has not recorded a liability forunrecognized tax benefits as of March 31, 2019. Also, the Fund recognized nointerest and penalties related to uncertain tax benefits during the year endedMarch 31, 2019. At March 31, 2019, the fiscal years 2016 through 2019 remainopen to examination in the Fund’s major tax jurisdictions.(f) The Fund is considered an investment company under U.S. GAAP and follows theaccounting and reporting guidance applicable to investment companies in theFinancial Accounting Standards Board (“FASB”) ASC 946, “Financial Services –Investment Companies.” U.S. GAAP guidance requires management to makeestimates and assumptions that effect the amounts reported in the financialstatements and accompanying notes. Actual results could differ from estimates.(g) In the normal course of business the Fund enters into contracts that contain generalindemnification clauses. The Fund’s maximum exposure under these arrangementsis unknown, as this would involve future claims against the Fund that have not yetoccurred. Based on experience, the Fund expects the risk of loss to be remote. – 15 –


---



Notes to Financial Statements(continued)March 31, 2019 (h) In connection with the preparation of the Fund’s financial statements, managementevaluated subsequent events after the date of the Statement of Assets andLiabilities of March 31, 2019. There have been no material subsequent events sinceMarch 31, 2019 that would require adjustment to or additional disclosure in thesefinancial statements. (2) Related Parties —(a) Investment Adviser and Management Agreement —The Fund has an agreement with Nicholas Company, Inc. (with whom certainofficers and directors of the Fund are affiliated) (the “Adviser”) to serve asinvestment adviser and manager. Under the terms of the agreement, a monthly feeis paid to the Adviser based on an annualized fee of 0.75% of the average net assetvalue up to and including $50 million and 0.65% of the average net asset value inexcess of $50 million.The Adviser may be paid for accounting and administrative services rendered by itspersonnel, subject to the following guidelines: (i) up to five basis points, on anannual basis, of the average net asset value of the Fund up to and including$2 billion and up to three basis points, on an annual basis, of the average net assetvalue of the Fund greater than $2 billion, based on the average net asset value ofthe Fund as determined by valuations made at the close of each business day ofeach month, and (ii) where the preceding calculation results in an annual paymentof less than $50,000, the Adviser, in its discretion, may charge the Fund up to$50,000 for such services.(b) Legal Counsel —A director of the Adviser is affiliated with a law firm that provides services to theFund. The Fund incurred expenses of $4,273 for the year ended March 31, 2019 forlegal services rendered by this law firm.(3) Investment Transactions —For the year ended March 31, 2019, the cost of purchases and the proceeds from salesof investment securities, other than short-term obligations, aggregated $329,202,636and $657,977,081, respectively.(4) New Accounting Pronouncement —On August 28, 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-13,“Disclosure Framework — Changes to the Disclosure Requirements for Fair ValueMeasurement,” which amends the fair value measurement disclosure requirements ofASC 820. The amendments of ASU 2018-13 include new, eliminated, and modifieddisclosure requirements of ASC 820. In addition, the amendments clarify that materialityis an appropriate consideration of entities when evaluating disclosure requirements.The ASU is effective for fiscal years beginning after December 15, 2019, includinginterim periods therein. Early adoption is permitted for any eliminated or modifieddisclosures upon issuance of this ASU. The Fund has early adopted ASU 2018-13 forthese financial statements. – 16 –


---



Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Nicholas Fund, Inc. Opinion on the Financial Statements and Financial Highlights We have audited the accompanying statement of assets and liabilities of Nicholas Fund, Inc. (the “Fund”), including the schedule of investments, as of March 31, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of March 31, 2019, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of March 31, 2019 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.   Milwaukee, WisconsinMay 29, 2019 We have served as the auditor of one or more Nicholas investment companies since 1977. – 17 –


---



Historical Record(unaudited) NetInvestment

   

   

   

   

   Dollar

   

   Growth ofNet

   

   Income

   

   

   Capital Gain

   

   Weighted

   

   an InitialAsset Values

   

   Distributions

   

   

   Distributions

   

   Price/Earnings

   

   $10,000Per Share

   

   Per Share

   

   

   Per Share

   

   Ratio(2)

   

   Investment(3)July 14, 1969(1)

   $

   6.59

   $

   —

   

   $

   —

   

   —

   $

   10,000March 31, 1985

   

   29.24

   

   0.6420

   

   

   1.5760

   

   13.2 times

   

   69,858March 31, 1986

   

   35.26

   

   0.5750

   

   

   0.6100

   

   15.8

   

   87,699March 31, 1987

   

   39.94

   

   0.8820

   

   

   0.1870

   

   16.3

   

   102,387March 31, 1988

   

   32.15

   

   1.8400

   

   

   4.0340

   

   14.1

   

   98,557March 31, 1989

   

   35.27

   

   1.0250

   

   

   0.4510

   

   13.2

   

   113,155March 31, 1990

   

   37.72

   

   0.9240

   

   

   1.0540

   

   14.9

   

   127,360March 31, 1991

   

   42.99

   

   0.7900

   

   

   0.2250

   

   16.9

   

   149,180March 31, 1992

   

   49.68

   

   0.6790

   

   

   0.8240

   

   19.4

   

   178,011March 31, 1993

   

   52.91

   

   0.6790

   

   

   2.0420

   

   18.5

   

   200,098March 31, 1994

   

   51.10

   

   0.8175

   

   

   1.0470

   

   16.7

   

   200,182March 31, 1995

   

   52.22

   

   0.7070

   

   

   3.3170

   

   17.2

   

   221,970March 31, 1996

   

   63.81

   

   0.5650

   

   

   4.0945

   

   21.0

   

   293,836March 31, 1997

   

   67.11

   

   0.4179

   

   

   5.3166

   

   21.7

   

   336,973March 31, 1998

   

   93.98

   

   0.3616

   

   

   5.8002

   

   30.0

   

   508,762March 31, 1999

   

   85.20

   

   0.5880

   

   

   8.2716

   

   31.7

   

   509,446March 31, 2000

   

   84.56

   

   0.3114

   

   

   5.9433

   

   37.3

   

   543,813March 31, 2001

   

   54.11

   

   0.1900

   

   

   19.2500

   

   26.6

   

   452,780March 31, 2002

   

   53.74

   

   0.2360

   

   

   —

   

   23.8

   

   451,627March 31, 2003

   

   40.37

   

   0.1585

   

   

   —

   

   16.4

   

   340,547March 31, 2004

   

   56.14

   

   0.0905

   

   

   —

   

   19.4

   

   474,406March 31, 2005

   

   60.05

   

   0.0678

   

   

   0.4100

   

   19.4

   

   511,476March 31, 2006

   

   61.49

   

   0.2512

   

   

   5.3194

   

   18.4

   

   574,151March 31, 2007

   

   57.85

   

   0.8173

   

   

   4.3310

   

   16.6

   

   588,783March 31, 2008

   

   45.03

   

   0.2283

   

   

   9.9501

   

   17.4

   

   550,664March 31, 2009

   

   27.71

   

   0.1714

   

   

   4.6096

   

   12.1

   

   376,093March 31, 2010

   

   44.00

   

   0.0939

   

   

   —

   

   19.1

   

   598,760March 31, 2011

   

   48.18

   

   0.0297

   

   

   3.7458

   

   17.9

   

   716,234March 31, 2012

   

   47.85

   

   0.1844

   

   

   3.3515

   

   18.7

   

   769,243March 31, 2013

   

   55.01

   

   0.0144

   

   

   2.6127

   

   20.1

   

   934,800March 31, 2014

   

   65.28

   

   0.3265

   

   

   2.7697

   

   21.0

   

   1,166,414March 31, 2015

   

   71.57

   

   0.2066

   

   

   5.6554

   

   21.5

   

   1,393,972March 31, 2016

   

   61.78

   

   0.3937

   

   

   3.4892

   

   16.8

   

   1,272,980March 31, 2017

   

   65.52

   

   0.4386

   

   

   1.7763

   

   22.2

   

   1,398,599March 31, 2018

   

   62.10

   

   0.4061

   

   

   9.2027

   

   23.9

   

   1,539,955March 31, 2019

   

   65.11

   

   0.3917

   (a)

   

   4.1213

   (b)

   23.8

   

   1,741,281
  (1)

   Date of Initial Public Offering.(2)

   Based on latest 12 months accomplished earnings.(3)

   Assuming reinvestment of all distributions.(a)

   Paid $0.0855 on June 6, 2018 to shareholders of record on June 5, 2018. Paid $0.3062 on December 27, 2018 to shareholders of record on December 26, 2018.(b)

   Paid $1.4793 on June 6, 2018 to shareholders of record on June 5, 2018. Paid $2.6420 on December 27, 2018 to shareholders of record on December 26, 2018. – 18 –


---



Approval of Investment Advisory Contract(unaudited)A discussion of the Approval by the Board of Directors of the Fund’s Investment AdvisoryContract can be found in the Fund’s Semiannual Report dated September 30, 2018. Information on Proxy Voting(unaudited)A description of the policies and procedures that the Fund uses to determine how to voteproxies relating to portfolio securities is available, without charge, upon request by calling800-544-6547 or 414-276-0535. It also appears in the Fund’s Statement of AdditionalInformation, which can be found on the SEC’s website, www.sec.gov. A record of how theFund voted its proxies for the most recent twelve-month period ended June 30, also isavailable on the Fund’s website, www.nicholasfunds.com, and the SEC’s website,www.sec.gov. Quarterly Portfolio Schedule(unaudited)The Fund files its complete schedule of portfolio holdings with the SEC for the first and thirdquarters of each fiscal year on Form N-Q or as an exhibit to its reports on Form N-PORT(for first and third fiscal quarters ending March 31, 2019 or after). The Fund’s Form N-Q orForm N-PORT reports are available on the SEC’s website at www.sec.gov and may bereviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information onthe operation of the Public Reference Room may be obtained by calling 800-SEC-0330. – 19 –


---



Directors and Officers of the Fund(unaudited)The following table sets forth the pertinent information about the Fund’s directors and officersas of March 31, 2019. Unless otherwise listed, the business address of each director andofficer is 411 East Wisconsin Avenue, Milwaukee, WI 53202. Number ofTerm of

   

   PortfoliosPositions

   Office and

   Principal

   in Fund

   OtherHeld

   Length of

   Occupations

   Complex

   **Directorships**With

   Time

   During Past

   Overseen

   HeldName and Age

   

   Fund

   Served

   5 Years

   by Director

   by DirectorINTERESTED DIRECTORDavid O. Nicholas, CFA

   

   President,

   (3), 2 years

   President, Chief

   4

   None– 57

   (1)(2)

   Director and

   

   Executive Officer,Lead

   

   Chief InvestmentPortfolio

   

   Officer and Director,Manager

   

   Nicholas Company,Inc., the Adviserto the Fund. He isalso the LeadPortfolio Managerof Nicholas II, Inc.and Nicholas LimitedEdition, Inc. and Co-Portfolio Manager ofNicholas EquityIncome Fund, Inc.DISINTERESTED DIRECTORSJohn A. Hauser – 60

   

   Director

   (3), 2 years

   Private Investor.

   5

   NoneSenior VicePresident – Trust andCommunity Relations,Nicolet Bank, October2016 to December 2016.Senior Vice President –Director of Wealth Services,April 2016 to October 2016.Prior to its acquisition byNicolet Bank in April 2016,Mr. Hauser served invarious senior managementroles for Baylake Bankfrom 1984 to 2008 andfrom 2009 to April 2016.
  – 20 –


---



Directors and Officers of the Fund(continued)(unaudited) Number ofTerm of

   

   PortfoliosPositions

   **Office and**

   Principal

   in Fund

   OtherHeld

   Length of

   Occupations

   Complex

   **Directorships**With

   Time

   During Past

   Overseen

   HeldName and Age

   

   Fund

   Served

   5 Years

   by Director

   by DirectorTimothy P. Reiland, CFA

   

   Director

   (3), 2 years

   Private Investor,

   5

   None– 62

   

   

   

   Consultant,Chairman, Musicnotes,Inc., October 2001 topresent. InvestmentAnalyst from 1987 toOctober 2001, TuckerAnthony Incorporated,a brokerage firm.Jay H. Robertson – 67

   

   Director

   (3), 16 years

   Private Investor,

   5

   NoneApril 2000 to present.Chairman of the Boardof Robertson-Ryan andAssociates, Inc., aninsurance brokerage firmfrom 1993 to March 2000.Term ofPositions

   Office andHeld

   Length ofWith

   TimeName and Age

   

   Fund

   Served

   Principal Occupations During Past 5 YearsOFFICERSDavid L. Johnson, CFA

   

   Executive

   Annual,

   Executive Vice President, Nicholas Company, Inc.,– 77

   (2)

   Vice

   39 years

   the Adviser to the Fund.PresidentLawrence J. Pavelec, CFA

   

   Senior Vice

   Annual,

   Executive Vice President, Secretary and Chief– 60

   

   President

   14 years

   Operating Officer, Nicholas Company, Inc., theand

   

   Adviser to the Fund, and employed by the AdviserSecretary

   

   since April 2003. He has been Portfolio Managerfor Nicholas High Income Fund, Inc. sinceApril 2008.Jennifer R. Kloehn, CPA

   

   Senior Vice

   Annual,

   Executive Vice President, Treasurer, Chief– 45

   

   President,

   3 years

   Financial Officer and Chief Compliance Officer,Treasurer

   

   Nicholas Company,Inc. the Adviser to the Fund.and Chief

   

   Compliance Officer and Assistant Vice PresidentCompliance

   

   of the Adviser from July 2004 to April 2016.Officer
  – 21 –


---



Directors and Officers of the Fund(continued)(unaudited) Term ofPositions

   Office andHeld

   Length ofWith

   TimeName and Age

   Fund

   Served

   Principal Occupations During Past 5 YearsMichael L. Shelton, CFA,

   Vice

   Annual,

   Senior Vice President, Nicholas Company, Inc.,CPA – 47

   President,

   3 years

   the Adviser to the Fund and Lead Portfolioand

   

   Manager of Nicholas Equity Income Fund, Inc.Co-Portfolio

   

   (since August 2016). He served as Co-PortfolioManager

   

   Manager of Nicholas Equity Income Fund, Inc.from April 2011 to August 2016.Candace L. Lesak, CFP

   Vice

   Annual,

   Employee, Nicholas Company, Inc., the Adviser to– 61

   President

   33 years

   the Fund.
  (1)

   David O. Nicholas is the only director of the Fund who is an “interested person” of the Fund, as that term is defined in the 1940 Act. Mr. Nicholas is a Director of the Adviser and owns 60% of the outstanding voting securities of the Adviser.(2)

   David O. Nicholas is a nephew of David L. Johnson.(3)

   Until duly elected or re-elected at a subsequent annual meeting of the Fund. The Fund’s Statement of Additional Information includes additional information about theFund directors and is available, without charge, upon request, by calling 800-544-6547 or414-276-0535. – 22 –


---



Privacy Policy (unaudited) Nicholas Fund, Inc. respects each shareholder’s right to privacy. We are committed to safeguarding the information that you provide us to maintain and execute transactions on your behalf. We collect the following non-public personal information about you: *

   Information we receive from you on applications or other forms, whether we receive the form in writing or electronically. This includes, but is not limited to, your name, address, phone number, tax identification number, date of birth, beneficiary information and investment selection.*

   Information about your transactions with us and account history with us. This includes, but is not limited to, your account number, balances and cost basis information. This also includes transaction requests made through our transfer agent.*

   Other general information that we may obtain about you such as demographic information. WE DO NOT SELL ANY NON-PUBLIC PERSONAL INFORMATION ABOUT CURRENT OR FORMER SHAREHOLDERS. INFORMATION SHARED WITH OUR TRANSFER AGENT, A THIRD PARTY COMPANY, ALSO IS NOT SOLD. We may share, only as permitted by law, non-public personal information about you with third party companies. Listed below are some examples of third parties to whom we may disclose non-public personal information. While these examples do not cover every circumstance permitted by law, we hope they help you understand how your information may be shared. We may share non-public personal information about you: *

   With companies who work for us to service your accounts or to process transactions that you may request. This would include, but is not limited to, our transfer agent to process your transactions, mailing houses to send you required reports and correspondence regarding the Fund and its Adviser, the Nicholas Company, Inc., and our dividend disbursing agent to process fund dividend checks.*

   With a party representing you, with your consent, such as your broker or lawyer.*

   When required by law, such as in response to a subpoena or other legal process. The Fund and its Adviser maintain policies and procedures to safeguard your non-public personal information. Access is restricted to employees who the Adviser determines need the information in order to perform their job duties. To guard your non-public personal information we maintain physical, electronic, and procedural safeguards that comply with federal standards. In the event that you hold shares of the Fund with a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with non-affiliated third parties. – 23 –


---



Automatic Investment Plan — An Update(unaudited)The Nicholas Family of Funds’ Automatic Investment Plan provides a simple method to dollarcost average into the fund(s) of your choice.Dollar cost averaging involves making equal systematic investments over an extended timeperiod. A fixed dollar investment will purchase more shares when the market is low and fewershares when the market is high. The automatic investment plan is an excellent way for you tobecome a disciplined investor.The following table illustrates what dollar cost averaging can achieve. Please note that pastperformance is no guarantee of future results. Nicholas Company recommends dollar costaveraging as a practical investment method. It should be consistently applied for long periodsso that investments are made through several market cycles. Nicholas Fund$1,000 initial investment on

   

   07/14/69

   *

   

   03/31/09Number of years investing $100 each monthfollowing the date of initial investment

   

   49.7

   

   

   10Total cash invested

   $

   60,700

   

   $

   13,000Total dividend and capital gain distributions reinvested .

   $

   2,143,662

   

   $

   9,342Total full shares owned at 03/31/19

   

   40,994

   

   

   416Total market value at 03/31/19

   $

   2,669,140

   

   $

   27,148
  The results above assume purchase on the last day of the month. The Nicholas AutomaticInvestment Plan actually invests on the date specified by the investor. Total market valueincludes reinvestment of all distributions.*Date of Initial Public Offering. – 24 –


---



Nicholas Funds Services Offered(unaudited) •

   IRAs• Traditional

   • SIMPLE• Roth

   • SEP•

   Coverdell Education Accounts•

   Automatic Investment Plan•

   Direct Deposit of Dividend and Capital Gain Distributions•

   Systematic Withdrawal Plan•

   Monthly Automatic Exchange between Funds•

   Telephone Purchase and Redemption•

   Telephone Exchange•

   24-hour Automated Account Information (800-544-6547)•

   24-hour Internet Account Access (www.nicholasfunds.com)
  Please call a shareholder representative for further information on theabove services or with any other questions you may have regardingthe Nicholas Funds (800-544-6547). – 25 –


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Directors and OfficersDAVID O. NICHOLAS, President and DirectorJOHN A. HAUSER, DirectorTIMOTHY P. REILAND, DirectorJAY H. ROBERTSON, DirectorDAVID L. JOHNSON, Executive Vice PresidentJENNIFER R. KLOEHN, Senior Vice President,Treasurer and Chief Compliance OfficerLAWRENCE J. PAVELEC, Senior Vice President and SecretaryMICHAEL L. SHELTON, Vice PresidentCANDACE L. LESAK, Vice PresidentInvestment AdviserNICHOLAS COMPANY, INC.Milwaukee, Wisconsinwww.nicholasfunds.com414-276-0535 or 800-544-6547Transfer AgentU.S. BANCORP FUND SERVICES, LLCMilwaukee, Wisconsin414-276-0535 or 800-544-6547DistributorQUASAR DISTRIBUTORS, LLCMilwaukee, WisconsinCustodianU.S. BANK N.A.Milwaukee, WisconsinIndependent Registered Public Accounting FirmDELOITTE & TOUCHE LLPMilwaukee, WisconsinCounselMICHAEL BEST & FRIEDRICH LLPMilwaukee, Wisconsin This report is submitted for the information of shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.


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Item 2. Code of Ethics. CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS I. Covered Officers/Purpose of the Code The Nicholas Family of Funds code of ethics (this Code) for the investment companies within the complex (collectively, Funds and each, Company) applies to the Companys Principal Executive Officer and Principal Financial Officer (the Covered Officers each of whom are set forth in Exhibit A) for the purpose of promoting: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (SEC) and in other public communications made by the Company;
compliance with applicable laws and governmental rules and regulations;
the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II.Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview.A conflict of interest occurs when a Covered Officers private interest interferes with the interests of, or his or her service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his position with the Company. Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (Investment Company Act) and the Investment Advisers Act of 1940 (Investment Advisers Act). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as affiliated persons of the Company. The Companys and the investment advisers compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not


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intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Boards of Directors (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. * * * Each Covered Officer must: not use his or her personal influence or personal relationships improperly to influencedecisions or financial reporting by the Company whereby the Covered Officerbenefit personally to the detriment of the Company;not cause the Company to take action, or fail to take action, for the individual personal benefitthe Covered Officer rather than the benefit of the Company;not use material non-public knowledge of portfolio transactions made or contemplated for theto trade personally or cause others to trade personally in contemplation of the marketof such transactions;report, at least annually:officer and director positions in corporations, public or private, for profit or not for profit, or in which the Covered Officer or any of his or her immediate family members holds 5% or more of its outstanding stock;


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Positions as a trustee, executor or other fiduciary;
Ownership interest in any broker-dealer or bank;
Transactions between the Covered Officer and any of the Nicholas Family of Funds, the Nicholas Company or any company in which any director of any of the Nicholas Family of Funds is an officer or director.
Situations in which any immediate family member of the Covered Employee is an officer, director or employee of any company in which any officer or director of the Nicholas Company or any of the Nicholas Family of Funds is a director or executive officer. There are some conflict of interest situations that should always be discussed with the appropriate officer if material. If the matter involves Jennifer R. Kloehn, she should discuss the matter with David O. Nicholas. If the matter involves any other person, that person should discuss the matter with Jennifer R. Kloehn. In each case, the officer with whom such matter is discussed is encouraged to review the matter with counsel to the Company. Examples of these include: service as a director on the board of any public company;
the receipt of any non-nominal gifts;
the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;
any ownership interest in, or any consulting or employment relationship with, any of the Companys service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof;
a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officers employment, such as compensation or equity ownership. III.
	Disclosure and ComplianceEach Covered Officer should familiarize himself or herself with the disclosure requirements generally applicable to the Company;each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Companys directors and auditors, and to governmental regulators and self-regulatory organizations;


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each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds files with, or submits to, the SEC and in other public communications made by the Funds; andit is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. Reporting and Accountability Each Covered Officer must: promptly after adoption of the Code or thereafter as applicable upon becoming a Covered Officer, affirm in writing to the Board that he or she has received, read, and understands the Code;annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; andnotify the appropriate person promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code. Each Covered Officer should notify Jennifer R.Kloehn unless the person violating the Code is Jennifer R. Kloehn, in which case such person should notify David O. Nicholas. In each case, each Covered Officer is encouraged to also contact counsel to the Fund. Jennifer R. Kloehn is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation; provided that if the situation involves Jennifer R. Kloehn directly, then Mr. David O. Nicholas is responsible for applying the Code to her and he has authority to interpret the Code with respect to such application. Both Jennifer R. Kloehn and David O. Nicholas are encouraged to discuss the matter with counsel to the Fund. However, any approvals or waivers sought by the Principal Executive Officer will be considered by the independent directors. The Company will follow these procedures in investigating and enforcing this Code: Jennifer R. Kloehn or David O. Nicholas, with the advice of counsel will take all appropriate action to investigate any potential violations reported to her or him;if, after such investigation, the officer making such investigation believes that no violation has occurred, they are not required to take any further action;


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any matter that the officer making the investigation believes is a violation will be reported to the independent directors;
if the independent directors concur that a violation has occurred, they will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer;
the independent directors will be responsible for granting waivers, as appropriate; and
any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules. V. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds and their investment advisers codes of ethics under Rule 17j-1 under the Investment Company Act and the advisers more detailed policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code. VI. Amendments Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors. VII. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its counsel, the appropriate Company and the Nicholas Company. VIII. Internal Use The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.


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The undersigned, the duly elected secretary of the funds (the "Funds"), does hereby certify that the foregoing Code of Ethics (the "Code") is in the form adopted by the Board of Directors of each such Fund at which such person is the secretary, at a meeting duly called and convened on October 28, 2016, at which meeting all of the members of the Board of Directors, including all of the directors who are not "interested persons" of each such Fund, as such term is defined under the Investment Company Act of 1940, voted in favor of adoption of such Code presented at that meeting, and that the Code, in such form, as amended, has been adopted or will be ratified by all of the directors of each such Fund, including all of the directors of each such Fund who are not "interested persons" of the Fund. Dated: November 22, 2016 Affirmed: November 28, 2018 /s/ Lawrence J. PavelecLawrence J. Pavelec, SecretaryNicholas Fund, Inc.Nicholas II, Inc.Nicholas High Income Fund, Inc.Nicholas Equity Income Fund, Inc.Nicholas Limited Edition, Inc.Nicholas Money Market Fund, Inc.
  Exhibit APersons Covered by this Code of EthicsThe Nicholas Company

   David O. Nicholas

   Jennifer R. KloehnNicholas Fund, Inc.

   David O. Nicholas

   Jennifer R. KloehnNicholas II, Inc.

   David O. Nicholas

   Jennifer R. KloehnNicholas Limited Edition, Inc.

   David O. Nicholas

   Jennifer R. KloehnNicholas High Income Fund, Inc.

   David O. Nicholas

   Jennifer R. KloehnNicholas Equity Income Fund, Inc.

   David O. Nicholas

   Jennifer R. Kloehn


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Item 3. Audit Committee Financial Expert. The Fund's Board of Directors has determined that Mr. Timothy P. Reiland, an independent director, qualifies as an audit committee financial expert as that term is defined for purposes of this item. Item 4. Principal Accountant Fees and Services. (a)Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Fund's principal accountant (the "Auditor") for the audit of the Fund's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $25,900 in 2019 and $25,100 in 2018. (b)Audit-Related Fees. There were no fees billed in each of the last two fiscal years for assurance and related services rendered by the Auditor to the Fund that are reasonably related to the performance of the audit of the Fund's financial statements and are not reported under paragraph (a) of this Item 4. (c)Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $6,225 in 2019 and $6,050 in 2018. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. (d)All Other Fees. The aggregate fees billed for professional services rendered by the Auditor to the Fund's investment adviser were approximately $18,200 in 2018 and $17,700 in 2017. These services were for the audit of the investment adviser for the adviser's fiscal year ended 10/31/2018 and 10/31/2017, respectively. (e) (1)Audit Committee Pre-Approval Policies and Procedures. The Fund's Board of Director's has not adopted any pre-approval policies and procedures as described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. The Fund's Board of Directors meets with the Auditors and management to review and authorize the Auditor's engagements for audit and non-audit services to the Fund and its Adviser prior to each engagement. (e) (2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b)
	N/A(c)
	N/A(d)
	N/A (f)
	No disclosures are required by this Item 4(f).(g)
	There were no non-audit fees billed in each of the last two fiscal years by the Auditor for services rendered to the Fund or the Fund's investment adviser that provides ongoing services. (h)
	No disclosures are required by this Item 4(h).


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Item 5. Audit Committee of Listed Registrants.Not applicable to this filing. Item 6. Schedule of Investments. The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Applicable only to annual reports filed by closed-end funds. Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. Applicable only to closed-end funds. Item 10. Submission of Matters to a Vote of Security Holders. Not applicable to this filing. Item 11. Controls and Procedures. (a) The Funds principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. (b) There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation. Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies. Applicable only to closed-end funds. Item 13. Exhibits. (a)(1) Code of Ethics -- Any code of ethics, or amendments thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Not applicable to this filing. (a)(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, attached hereto as part of EX-99.CERT.


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(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more person. Applicable only to closed-end funds. (a)(4) Change in the registrants independent public accountant. Not applicable to this filing. (b) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, attached hereto as part of EX-99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant)Nicholas Fund, Inc. By:/s/ David O. NicholasName: David O. NicholasTitle: Principal Executive OfficerDate:May 30, 2019 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By:/s/ David O. NicholasName: David O. NicholasTitle: Principal Executive OfficerDate:May 30, 2019By:/s/ Jennifer R. KloehnName: Jennifer R. KloehnTitle: Principal Financial OfficerDate:May 30, 2019