DISTRIBUTION AGREEMENT

 

 

THIS DISTRIBUTION AGREEMENT(“Agreement”) is by and between Quasar Distributors, LLC (the “Distributor”), NicholasFund, Inc., Nicholas II, Inc., Nicholas Limited Edition, Inc., Nicholas EquityIncome Fund, Inc., and Nicholas High Income Fund, Inc. (each a “Fund” andcollectively, the “Funds”) and Nicholas Company, Inc. (“Adviser”). 

 

WHEREAS, all of the equityinterests of the Distributor are being sold to Foreside Financial Group, LLC ina transaction (the “Transaction”) that is expected to close on or about March31, 2020 (the “Closing Date”). 

 

Effective as of the ClosingDate, the Funds, the Adviser and the Distributor hereby enter into thisAgreement on terms identical to those of the Distribution Agreement between theparties effective as of May 1, 2005, as amended (the “Existing Agreement”),which are incorporated herein by reference, except as noted below. Capitalizedterms used herein without definition have the meanings given to them in theExisting Agreement. 

 

Unless soonerterminated as provided herein, this Agreement shall continue for an initial oneyear term and thereafter shall be renewed for successive one-year terms,provided such continuance is specifically approved at least annually by (i) theFunds' board of directors or (ii) by a vote of a majority (as defined in theInvestment Company Act of 1940 Act, as amended ("1940 Act") and Rule18f-2 thereunder) of the outstanding voting securities of the Funds, providedthat in either event the continuance is also approved by a majority of the directorswho are not parties to this Agreement and who are not interested persons (asdefined in the 1940 Act) of any party to this Agreement, by vote cast in personat a meeting called for the purpose of voting on such approval. This Agreementis terminable without penalty, on at least sixty (60) days' written notice, bythe Funds' board of directors, by vote of a majority (as defined in the 1940Act and Rule 18f-2 thereunder) of the outstanding voting securities of theFunds, or by Distributor. This Agreement may be terminated with respect to oneor more Funds, or with respect to the entire Fund Company. This Agreement willalso terminate automatically in the event of its assignment (as defined in the1940 Act and the rules thereunder). 

 

IN WITNESSWHEREOF, the parties hereto have caused this Agreement to be effective as ofthe Closing Date of the Transaction. 

 

 

QUASARDISTRIBUTORS, LLC                                             Nicholas Fund,Inc.,

                                                                                                NicholasII, Inc., 

                                                                                                NicholasLimited Edition, Inc., 

                                                                                                NicholasEquity Income Fund, Inc., 

                                                                                                andNicholas High Income Fund, Inc.

 

By: /s/ Richard J. Berthy                                                           By:/s/ Jennifer R. Kloehn

      Richard J. Berthy, President                                                       JenniferR. Kloehn, Senior Vice President & Treasurer

 

                                                                                                NicholasCompany, Inc.

 

 

                                                                                                By:/s/ Lawrence J. Pavelec

                                                                                                      LawrenceJ. Pavelec, Executive Vice President & Secretary