AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2013 | ||||
SECURITIES ACT FILE NO. 002-85030 | ||||
INVESTMENT COMPANY ACT FILE NO. 811-03851 | ||||
UNITED STATES | ||||
SECURITIES AND EXCHANGE COMMISSION | ||||
WASHINGTON, D.C. 20549 | ||||
FORM N-1A | ||||
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933: | [X] | |||
Pre-Effective Amendment No. | [ ] | |||
Post-Effective Amendment No. 51 | [X] | |||
and/or | ||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940: | [X] | |||
Amendment No. 51 | [X] | |||
(Check Appropriate Box or Boxes) | ||||
NICHOLAS II, INC. | ||||
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(Exact Name of Registrant as Specified in Charter) | ||||
700 North Water Street | ||||
Milwaukee, WI | 53202 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant's Telephone Number, Including Area Code (414) 272-4650 | ||||
Jeffrey T. May, Senior Vice President | ||||
Nicholas II, Inc. | ||||
700 North Water Street, Suite 1010 | ||||
Milwaukee, WI 53202 | ||||
(Name and Address of Agent for Service) | ||||
WITH A COPY TO: | ||||
K. Thor Lundgren, Esq. | ||||
Jason T. Thompson, Esq. | ||||
Michael Best & Friedrich LLP | ||||
100 East Wisconsin Avenue, Suite 3300 | ||||
Milwaukee, WI 53202 | ||||
It is proposed that this filing will become effective (check appropriate box): | ||||
[ x ] | Immediately upon filing pursuant to paragraph (b) of Rule 485. | |||
[ | ] | On (date) pursuant to paragraph (b) of Rule 485. | ||
[ | ] | 60 days after filing pursuant to paragraph (a)(1) of Rule 485. | ||
[ | ] | On (date) pursuant to paragraph (a)(1) of Rule 485. | ||
[ | ] | 75 days after filing pursuant to paragraph (a)(2) of Rule 485. | ||
[ | ] | On (date) pursuant to paragraph (a)(2) of Rule 485. | ||
If appropriate, check the following box: | ||||
[ | ] | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, each as amended, the Registrant certifies that it meets all of the requirements for effectiveness of the registration statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Registration Statement to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee and State of Wisconsin, on the 15th day of February, 2013.
Nicholas II, Inc. | |
By: | /s/ Jeffrey T. May |
Jeffrey T. May, Senior Vice President, Secretary, | |
Treasurer and Principal | |
Financial and Accounting Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 15th day of February, 2013.
/s/ | David O. Nicholas* | President (Chief Executive |
David O. Nicholas | Officer), and Director | |
/s/ | Robert H. Bock* | Director |
Robert H. Bock | ||
/s/ | Jay H. Robertson* | Director |
Jay H. Robertson | ||
/s/ | Timothy P. Reiland* | Director |
Timothy P. Reiland | ||
* By: /s/ Jeffrey T. May | ||
Jeffrey T. May, | ||
Attorney-in-Fact pursuant to | ||
Power of Attorney previously filed. |
EXHIBIT INDEX
Exhibit | Exhibit No. |
XBRL Instance Document | EX-101.INS |
XBRL Taxonomy Extension Schema Document | EX-101.SCH |
XBRL Taxonomy Extension Calculation Linkbase | EX-101.CAL |
XBRL Taxonomy Extension Definition Linkbase | EX-101.DEF |
XBRL Taxonomy Extension Labels Linkbase | EX-101.LAB |
XBRL Taxonomy Extension Presentation Linkbase | EX-101.PRE |
Class N | NICHOLAS II INC | ||||||||||||||||||||||||||||
Investment Objective | ||||||||||||||||||||||||||||
The Fund strives to increase the value of your investment over the long-term (“long-term growth”). | ||||||||||||||||||||||||||||
Fees and Expenses of the Fund | ||||||||||||||||||||||||||||
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. | ||||||||||||||||||||||||||||
Shareholder Fees (fees paid directly from your investment) |
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Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
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Example: | ||||||||||||||||||||||||||||
This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be: |
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Portfolio Turnover | ||||||||||||||||||||||||||||
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 22.70% of the average value of the portfolio. | ||||||||||||||||||||||||||||
Principal Investment Strategies | ||||||||||||||||||||||||||||
To pursue the Fund’s investment objective of long-term growth, it primarily invests in common stocks of domestic corporations with medium-sized market capitalizations believed to have growth potential. The Fund believes a company’s annual sales volume and the market capitalization (the number of shares outstanding multiplied by the per share price) are the factors most illustrative of a company’s size. In distinguishing company size in terms of sales volume, the Fund considers a company’s sales volume relative to peer companies in the company’s industry. In terms of market capitalization, the Fund generally considers companies with market capitalizations up to $2 billion as “small,” between $2 billion and $10 billion as “medium,” and greater than $10 billion as “large.” To a lesser extent, the Fund may invest in companies with small and large market capitalizations. The Fund looks for established companies with the potential for superior growth in sales and earnings in a diversified group of industries. The Fund’s investment philosophy is basically a long-term growth philosophy, based upon the assumption that if a company achieves superior growth in sales and earnings, eventually the company’s stock will achieve superior performance. It is anticipated that a major portion of the Fund’s portfolio will be invested in common stocks of the types of companies, and in the manner, as described above. | ||||||||||||||||||||||||||||
Principal Risks of Investing | ||||||||||||||||||||||||||||
As with any mutual fund, the Fund cannot guarantee that it will achieve its goals or that its performance will be positive over any period of time. The Fund’s investments change in value. Consequently, the value of your Fund shares may change. If the value of the Fund shares or the values of the Fund’s investments go down, you may lose money. The principal risks of investing in the Fund are:
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Performance | ||||||||||||||||||||||||||||
Class N shares of the Fund were first offered for sale on February 28, 2005; therefore, the performance information shown for periods prior to February 28, 2005 represents the performance for the original share class of the Fund, the Class I shares. Nicholas II ? Class I shares were first offered for sale on October 17, 1983. The bar chart shown below provides some indication of the risks of investing in the Fund. The chart shows the variability of the total return of the Fund?s shares for the last ten calendar years(1). Updated performance information for the Fund is available on our website at www.nicholasfunds.com. |
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Nicholas II, Inc. – Class N linked to Class I | ||||||||||||||||||||||||||||
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For the ten calendar year periods shown in the above bar chart, the highest quarterly return was 15.32% (for the quarter ended June 30, 2003) and the lowest quarterly return was -21.54% (for the quarter ended December 31, 2008). | ||||||||||||||||||||||||||||
This next table shows how the average annual total returns for the Fund’s Class N shares linked to Class I shares for the one, five and ten year periods ending on December 31, 2012 (the Fund’s most recently completed calendar year), compared to the returns of broad measures of market performance and the performance average of similar mutual funds. The table also shows the average annual total returns for the Fund after taxes on distributions and after taxes on distributions and the redemption of all of your Fund shares. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Updated performance information for the Fund is available on our website at www.nicholasfunds.com. | ||||||||||||||||||||||||||||
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Of course, the Fund’s past performance (before and after taxes) is no guarantee of its future returns. |