40-17G 1 nicfidelitybond2017.htm nicfidelitybond2017.htm - Generated by SEC Publisher for SEC Filing

Securities and Exchange Commission
100 F Street, N.E.
Washington DC 20549

VIA EDGAR

Re: Nicholas Equity Income Fund, Inc. #811-08062
  Nicholas Fund, Inc. #811-01728
  Nicholas II, Inc. #811-03851
  Nicholas High Income Fund, Inc. #811-00216
  Nicholas Limited Edition, Inc. #811-04993

 

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, 2017 through November 16, 2018.

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 filing, premiums have been paid for the period November 16, 2017 through November 16, 2018.

Very truly yours,

/s/ Jennifer R. Kloehn

Jennifer R. Kloehn
Executive Vice President and Treasurer
Nicholas Company, Inc.


 

GUNN, STEERS & COMPANY, LLC
ATTN: Abbe Ellam  
30 EAST 39TH ST., 5TH FL
NEW YORK, NY 10016  
   
   
   
   
INSURED: NICHOLAS COMPANY INC
PRODUCT: DFIBond
POLICY NO: 82126662
TRANSACTION: RENL_RW
   

 

                   
  Chubb Group of Insurance Companies     DECLARATIONS
  202B Hall’s Mill Road     FINANCIAL INSTITUTION INVESTMENT
  Whitehouse Station, NJ 08889     COMPANY ASSET PROTECTION BOND
                   
NAME OF ASSURED (including its Subsidiaries):     Bond Number: 82126662
                   
NICHOLAS COMPANY INC            
                   
411 EAST WISCONSIN AVENUE SUITE 2100          
              FEDERAL INSURANCE COMPANY
MILWAUKEE, WI   53202       Incorporated under the laws of Indiana
              a stock insurance company herein called the COMPANY
              Capital Center, 251 North Illinois, Suite 1100
              Indianapolis, IN 46204-1927
                   
ITEM 1. BOND PERIOD: from 12:01 a.m. on November 16, 2017    
               to 12:01 a.m. on November 16, 2018    
                   
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 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   DEDUCTIBLE
  INSURING CLAUSE   LIMIT OF LIABILITY AMOUNT
                   
  1 . Employee   $ 5,825,000   $ 10,000
  2 . On Premises   $ 5,825,000   $ 10,000
  3 . In Transit   $ 5,825,000   $ 10,000
  4 . Forgery or Alteration $ 5,825,000   $ 10,000
  5 . Extended Forgery $ 5,825,000   $ 10,000
  6 . Counterfeit Money $ 5,825,000   $ 10,000

 


 

  7 . Threats to Person $ 5,825,000   $ 10,000
  8 . Computer System $ 5,825,000   $ 10,000
  9 . Voice Initiated Funds Transfer          
        Instruction   $ 5,825,000   $ 10,000
  10 . Uncollectible Items of Deposit $ 50,000   $ 5,000
  11 . Audit Expense   $ 50,000   $ 5,000
                   

 

ITEM 3. THE LIABILITY OF THE COMPANY IS ALSO SUBJECT TO THE TERMS OF THE FOLLOWING   ENDORSEMENTS EXECUTED SIMULTANEOUSLY HEREWITH:    

            1-12                

IN WITNESS WHEREOF, THE COMPANY has 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) - Federal            
Form 17 -02 -1421 (Ed. 5-98) Page 1 of 1          
             
 
             
          The COMPANY, in consideration of payment of the required premium, and in reliance
          on the APPLICATION and all other statements made and information furnished to the
COMPANY by the ASSURED, and subject to the DECLARATIONS made a part of this
          Bond and to all other terms and conditions of this Bond, agrees to pay the ASSURED
for:
               
             
             
Insuring Clauses              
             
             
Employee   1 . Loss resulting directly from Larceny or Embezzlement committed by any
Employee, alone or in collusion with others.

 
             
             
             
On Premises   2 . Loss of Property resulting directly from robbery, burglary, false pretenses,
        common law or statutory larceny, misplacement, mysterious unexplainable
        disappearance, damage, destruction or removal, from the possession, custody or
        control of the ASSURED, while such Property is lodged or deposited at premises

 


 

        located anywhere.
                 
                 
In Transit   3 . Loss of Property resulting directly from common law or statutory larceny,
        misplacement, mysterious unexplainable disappearance, damage or destruction,
        while the Property is 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,
                 or 
                 
        c.       in the custody of a Transportation Company and being transported in a
                conveyance other than an armored motor vehicle provided, however, that
                covered Property transported in such manner is limited to the following:
                 
            (1 ) written records,
                 
            (2 ) securities issued in registered form, which are not endorsed or are
restrictively endorsed, or
                 
            (3 ) negotiable instruments not payable to bearer, which are not endorsed
                or are restrictively endorsed.
                 
        Coverage under this INSURING CLAUSE begins immediately on the receipt of
        such Property by the natural person or Transportation Company and ends
        immediately on delivery to the premises of the addressee or to any representative
        of the addressee located anywhere.
                 
ICAP Bond (5-98)                
Form 17 -02 -1421 (Ed. 5-98) Page 1 of 19              
                 
 
                 
Insuring Clauses                
(continued)                
                 
                 
Forgery Or Alteration   4 . Loss resulting directly from:
        a. Forgery on, or fraudulent material alteration of, any bills of exchange,
          checks, drafts, acceptances, certificates of deposits, promissory notes, due
          bills, money orders, orders upon public treasuries, letters of credit, other
          written promises, orders or directions to pay sums certain in money, or
          receipts for the withdrawal of Property, or
                 
        b. transferring, paying or delivering any funds or other Property, or establishing
          any credit or giving any value in reliance on any written instructions, advices
          or applications directed to the ASSURED authorizing or acknowledging the
          transfer, payment, delivery or receipt of funds or other Property, which

 


 

          instructions, advices or applications fraudulently purport to bear the
          handwritten signature of any customer of the ASSURED, or shareholder or
          subscriber to shares of an Investment Company, or of any financial
          institution or Employee but which instructions, advices or applications either
          bear a Forgery or have been fraudulently materially altered without the
          knowledge and consent of such customer, shareholder, subscriber, financial
          institution or Employee;
               
        excluding, however, under this INSURING CLAUSE any loss covered under
        INSURING CLAUSE 5. of this Bond, whether or not coverage for INSURING
        CLAUSE 5. is provided for in the DECLARATIONS of this Bond.
               
        For the purpose of this INSURING CLAUSE, a mechanically reproduced facsimile
        signature is treated the same as a handwritten signature.
               
               
Extended Forgery   5 . Loss resulting directly from the ASSURED having, in good faith, and in the
        ordinary course of business, for its own account or the account of others in any
        capacity:    
               
        a. acquired, accepted or received, sold or delivered, or given value, extended
          credit or assumed liability, in reliance on any original Securities,
          documents or other written instruments which prove to:
               
          (1) bear a Forgery or a fraudulently material alteration,
               
          (2) have been lost or stolen, or
               
          (3) be Counterfeit, or
               
        b. guaranteed in writing or witnessed any signatures on any transfer,
          assignment, bill of sale, power of attorney, guarantee, endorsement or other
          obligation upon or in connection with any Securities, documents or other
          written instruments.
               
        Actual physical possession, and continued actual physical possession if taken as
        collateral, of such Securities, documents or other written instruments by an
        Employee, Custodian, or a Federal or State chartered deposit institution of the
        ASSURED 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 it
        no longer relies on such collateral.
               
ICAP Bond (5-98)              
Form 17 -02 -1421 (Ed. 5-98) Page 2 of 19            
               
 
               
Insuring Clauses                
               

 


 

                 
Extended 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 any
        Counterfeit money.
                 
                 
Threats To Person   7 . Loss resulting directly from surrender of Property away from an office of the
        ASSURED as a result of a threat communicated to the ASSURED to do bodily
        harm to an Employee as defined in SECTION 1.e. (1), (2) and (5), a Relative or
        invitee of such Employee, or a resident of the household of such Employee, who
        is, or allegedly is, being held captive provided, however, that prior to the surrender
        of such Property:
        a.       the Employee who receives the threat has made a reasonable effort to
                notify an officer of the ASSURED who is not involved in such threat, and
                 
        b.       the ASSURED has made a reasonable effort to notify the Federal Bureau of
                Investigation and local law enforcement authorities concerning such threat.
        It is agreed that for purposes of this INSURING CLAUSE, any Employee of the
        ASSURED, as set forth in the preceding paragraph, shall be deemed to be an
        ASSURED hereunder, but only with respect to the surrender of money, securities
        and other tangible personal property in which such Employee has a legal or
        equitable interest.
                 
                 
Computer System   8 . Loss resulting directly from fraudulent:
        a.       entries of data into, or
                 
b. changes of data elements or programs within,
        a Computer 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 or
                credited.
                 
ICAP Bond (5-98)                
Form 17 -02 -1421 (Ed. 5-98) Page 3 of 19              
                 
 
                 
Insuring Clauses                  
(continued)                  
                 

 


 

           
Voice Initiated Funds   9 . Loss resulting directly from Voice Initiated Funds Transfer Instruction directed
Transfer Instruction       to the ASSURED authorizing the transfer of dividends or redemption proceeds of
        Investment Company shares from a Customer's account, provided such Voice
        Initiated Funds Transfer Instruction was:
        a. received at the ASSURED'S offices by those Employees of the ASSURED
          specifically authorized to receive the Voice Initiated Funds Transfer
          Instruction,
           
        b. made by a person purporting to be a Customer, and
           
        c. made by said person for the purpose of causing the ASSURED or Customer
          to sustain a loss or making an improper personal financial gain for such
          person or any other person.
        In order for coverage to apply under this INSURING CLAUSE, all Voice Initiated
        Funds Transfer Instructions must be received and processed in accordance with
        the Designated Procedures outlined in the APPLICATION furnished to the
        COMPANY.
           
           
Uncollectible Items of   10 . Loss resulting directly from the ASSURED having credited an account of a
Deposit       customer, shareholder or subscriber on the faith of any Items of Deposit which
        prove to be uncollectible, provided that the crediting of such account causes:
           
        a. redemptions or withdrawals to be permitted,
           
        b. shares to be issued, or
           
        c. dividends to be paid,
from an account of an Investment Company.
           
        In order for coverage to apply under this INSURING CLAUSE, the ASSURED
        must hold Items of Deposit for the minimum number of days stated in the
        APPLICATION before permitting any redemptions or withdrawals, issuing any
        shares or paying any dividends with respect to such Items of Deposit.
           
        Items of Deposit shall not be deemed uncollectible until the ASSURED'S
        standard collection procedures have failed.
           
           
Audit Expense   11 . Expense incurred by the ASSURED for that part of the cost of audits or
        examinations required by any governmental regulatory authority or self-regulatory
        organization to be conducted by such authority, organization or their appointee by
        reason of the discovery of loss sustained by the ASSURED and covered by this
        Bond.  
           
ICAP Bond (5-98)          
Form 17 -02 -1421 (Ed. 5-98) Page 4 of 19        
           

 


 

           
General Agreements          
           
           
Additional Companies A.     If more than one corporation, or Investment Company, or any combination of
Included As Assured   them is included as the ASSURED herein: 
      (1 ) The total liability of the COMPANY under this Bond for loss or losses
            sustained by any one or more or all of them shall not exceed the limit for
            which the COMPANY would be liable under this Bond if all such loss were
            sustained by any one of them.
           
      (2 ) Only the first named ASSURED shall be deemed to be the sole agent of the
            others for all purposes under this Bond, including but not limited to the giving
            or receiving of any notice or proof required to be given and for the purpose of
            effecting or accepting any amendments to or termination of this Bond. The
            COMPANY shall furnish each Investment Company with a copy of the
            Bond and with any amendment thereto, together with a copy of each formal
            filing of claim by any other named ASSURED and notification of the terms of
            the settlement of each such claim prior to the execution of such settlement.
           
      (3 ) The COMPANY shall not be responsible for the proper application of any
            payment 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 knowledge
            or 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 this
            Bond, then the ASSURED next named on the APPLICATION shall thereafter
            be 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 the
Assured         APPLICATION for this Bond or otherwise is complete, true and correct. Such
          APPLICATION and other information constitute part of this Bond.
           
          The ASSURED must promptly notify the COMPANY of any change in any fact or
          circumstance which materially affects the risk assumed by the COMPANY under
          this Bond.
           
          Any intentional misrepresentation, omission, concealment or incorrect statement of
          a material fact, in the APPLICATION or otherwise, shall be grounds for recision of
          this Bond.
           
ICAP Bond (5-98)          
Form 17 -02 -1421 (Ed. 5-98) Page 5 of 19      
           
 
           

 


 

General Agreements          
(continued)            
             
             
Additional Offices Or C. If the ASSURED, other than an Investment Company, while this Bond is in force,
Employees - Consolidation,     merges or consolidates with, or purchases or acquires assets or liabilities of
Merger Or Purchase Or   another institution, the ASSURED shall not have the coverage afforded under this 
Acquisition Of Assets Or     Bond for loss which has:
Liabilities - Notice To   (1 ) occurred or will occur on premises, or
Company            
      (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 or acquisition of assets or liabilities prior to the proposed effective
            date of such action, and
      b.     obtains the written consent of the COMPANY to extend some or all of the
            coverage provided by this Bond to such additional exposure, and
      c.     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 an Investment
Notice To Company     Company), as set forth in Section 2(a) (9) of the Investment Company Act of
      1940, the ASSURED shall within sixty (60) days give written notice to the
        COMPANY setting forth:
      (1 ) the names of the transferors and transferees (or the names of the beneficial
            owners if the voting securities are registered in another name),
      (2 ) the total number of voting securities owned by the transferors and the
            transferees (or the beneficial owners), both immediately before and after the
            transfer, and
      (3 ) the total number of outstanding voting securities.
        Failure to give the required notice shall result in termination of coverage for any
        loss 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 reasonable
Attorneys’ Fees       attorneys' fees incurred and paid by the ASSURED in defense, whether or not
        successful, 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 would
        be entitled to recovery under this Bond. However, with respect to INSURING
      CLAUSE 1., this Section shall only apply in the event that:
      (1 ) an Employee admits to being guilty of Larceny or Embezzlement,
      (2 ) an Employee is adjudicated to be guilty of Larceny or Embezzlement, or
             
ICAP Bond (5-98)            
Form 17 -02 -1421 (Ed. 5-98) Page 6 of 19        
             
 
             

 


 

General Agreements      
         
         
Court Costs And   (3 ) in the absence of 1 or 2 above, an arbitration panel agrees, after a review of
Attorneys’ Fees       an agreed statement of facts between the COMPANY and the ASSURED,
(continued)       that an Employee would be found guilty of Larceny or Embezzlement if
such Employee were prosecuted.
         
    The ASSURED shall promptly give notice to the COMPANY of any such suit or
    legal proceeding and at the request of the COMPANY shall furnish copies of all
    pleadings and pertinent papers to the COMPANY. The COMPANY may, at its
    sole 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 through
    attorneys selected by the COMPANY. The ASSURED shall provide all reasonable
    information and assistance as required by the COMPANY for such defense.
         
    If the COMPANY declines to defend the ASSURED, no settlement without the
    prior written consent of the COMPANY nor judgment against the ASSURED shall
    determine the existence, extent or amount of coverage under this Bond.
         
    If the amount demanded in any such suit or legal proceeding is within the
    DEDUCTIBLE AMOUNT, if any, the COMPANY shall have no liability for court
    costs and attorney's fees incurred in defending all or part of such suit or legal
    proceeding.
         
    If the amount demanded in any such suit or legal proceeding is in excess of the
    LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable
    INSURING CLAUSE, the COMPANY'S liability for court costs and attorney's fees
    incurred in defending all or part of such suit or legal proceedings is limited to the
    proportion of such court costs and attorney's fees incurred that the LIMIT OF
    LIABILITY stated in ITEM 2. of the DECLARATIONS for the applicable INSURING
    CLAUSE bears to the total of the amount demanded in such suit or legal
    proceeding.
         
    If the amount demanded is any such suit or legal proceeding is in excess of the
    DEDUCTIBLE AMOUNT, if any, but within the LIMIT OF LIABILITY stated in ITEM
    2 . of the DECLARATIONS for the applicable INSURING CLAUSE, the
    COMPANY'S liability for court costs and attorney's fees incurred in defending all or
    part of such suit or legal proceedings shall be limited to the proportion of such
    court costs or attorney's fees that the amount demanded that would be payable
    under this Bond after application of the DEDUCTIBLE AMOUNT, bears to the total
    amount demanded.
         
    Amounts paid by the COMPANY for court costs and attorneys' fees shall be in
    addition to the LIMIT OF LIABILITY stated in ITEM 2. of the DECLARATIONS.
         
ICAP Bond (5-98)        
Form 17 -02 -1421 (Ed. 5-98) Page 7 of 19    
         

 


 

               
Conditions and                
Limitations                
               
               
Definitions 1 . As used in this Bond:
        a. Computer System means a computer and all input, output, processing,
          storage, off-line media libraries, and communication facilities which are
          connected to the computer and which are under the control and supervision
          of the operating system(s) or application(s) software used by the ASSURED.
               
        b. Counterfeit means an imitation of an actual valid original which is intended
          to deceive and be taken as the original.
               
        c. Custodian means the institution designated by an Investment Company to
          maintain possession and control of its assets.
               
        d. Customer means an individual, corporate, partnership, trust customer,
          shareholder or subscriber of an Investment Company which has a written
          agreement with the ASSURED for Voice Initiated Funds Transfer
          Instruction.
               
        e. Employee means:
               
            (1 ) an officer of the ASSURED,
               
            (2 ) a natural person while in the regular service of the ASSURED at any of
                the ASSURED'S premises and compensated directly by the ASSURED
                through its payroll system and subject to the United States Internal
                Revenue Service Form W-2 or equivalent income reporting plans of
                other countries, and whom the ASSURED has the right to control and
                direct both as to the result to be accomplished and details and means
                by which such result is accomplished in the performance of such
                service,
               
            (3 ) a guest student pursuing studies or performing duties in any of the
              ASSURED'S premises,
               
            (4 ) an attorney retained by the ASSURED and an employee of such
                attorney while either is performing legal services for the ASSURED,
               
            (5 ) a natural person provided by an employment contractor to perform
                employee duties for the ASSURED under the ASSURED'S supervision
                at any of the ASSURED'S premises,
               
            (6 ) an employee of an institution merged or consolidated with the
                ASSURED prior to the effective date of this Bond,
               

 


 

            (7 ) a director or trustee of the ASSURED, but only while performing acts
                within the scope of the customary and usual duties of any officer or
                other employee of the ASSURED or while acting as a member of any
                committee duly elected or appointed to examine or audit or have
                custody of or access to Property of the ASSURED, or
               
ICAP Bond (5-98)              
Form 17 -02 -1421 (Ed. 5-98) Page 8 of 19            
               
 
               
Conditions and              
Limitations              
               
               
Definitions     (8 ) each natural person, partnership or corporation authorized by written
(continued)         agreement with the ASSURED to perform services as electronic data
          processor of checks or other accounting records related to such checks but
          only while such person, partnership or corporation is actually performing
          such services and not:
               
          a.   creating, preparing, modifying or maintaining the ASSURED'S
              computer software or programs, or
               
          b.   acting as transfer agent or in any other agency capacity in issuing
              checks, 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 an
          administrator, for an Investment Company while performing acts coming
          within the scope of the customary and usual duties of an officer or employee
          of an Investment Company or acting as a member of any committee duly
          elected or appointed to examine, audit or have custody of or access to
          Property of an Investment Company.
               
          The term Employee shall not include any partner, officer or employee of a
          transfer agent, shareholder accounting recordkeeper or administrator:
               
          a.   which is not an "affiliated person" (as defined in Section 2(a) of the
              Investment Company Act of 1940) of an Investment Company or of
              the investment advisor or underwriter (distributor) of such Investment
              Company, or
               
          b.   which is a "bank" (as defined in Section 2(a) of the Investment
Company Act of 1940).
               
              This Bond does not afford coverage in favor of the employers of
              persons as set forth in e. (4), (5) and (8) above, and upon payment to
              the ASSURED by the COMPANY resulting directly from Larceny or

 


 

        Embezzlement committed by any of the partners, officers or
        employees of such employers, whether acting alone or in collusion with
        others, an assignment of such of the ASSURED'S rights and causes of
        action as it may have against such employers by reason of such acts
        so committed shall, to the extent of such payment, be given by the
        ASSURED to the COMPANY, and the ASSURED shall execute all
        papers necessary to secure to the COMPANY the rights provided for
        herein.
         
      Each employer of persons as set forth in e.(4), (5) and (8) above and the
      partners, officers and other employees of such employers shall collectively
      be 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 general
      character shall not be considered Employees.
         
ICAP Bond (5-98)        
Form 17 -02 -1421 (Ed. 5-98) Page 9 of 19      
         
 
         
Conditions and        
Limitations        
         
         
Definitions f. Forgery means 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 in
    part of one's own name, with or without authority, in any capacity for any
    purpose.  
  g. Investment Company means any investment company registered under the
    Investment Company Act of 1940 and listed under the NAME OF ASSURED
    on the DECLARATIONS.
         
  h. Items of Deposit means one or more checks or drafts drawn upon a
    financial institution in the United States of America.
         
  i. Larceny or Embezzlement means larceny or embezzlement as defined in
    Section 37 of the Investment Company Act of 1940.
         
  j. Property means money, revenue and other stamps; securities; including any
    note, 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 or
    subscription, transferable share, investment contract, voting trust certificate,
    certificate of deposit for a security, fractional undivided interest in oil, gas, or
    other mineral rights, any interest or instruments commonly known as a
    security under the Investment Company Act of 1940, any other certificate of

 


 

        interest or participation in, temporary or interim certificate for, receipt for,
        guarantee of, or warrant or right to subscribe to or purchase any of the
        foregoing; bills of exchange; acceptances; checks; withdrawal orders; money
        orders; travelers' letters of credit; bills of lading; abstracts of title; insurance
        policies, deeds, mortgages on real estate and/or upon chattels and interests
        therein; assignments of such policies, deeds or mortgages; other valuable
        papers, including books of accounts and other records used by the
        ASSURED in the conduct of its business (but excluding all electronic data
        processing records); and, all other instruments similar to or in the nature of
        the foregoing in which the ASSURED acquired an interest at the time of the
        ASSURED'S consolidation or merger with, or purchase of the principal
        assets of, a predecessor or which are held by the ASSURED for any
        purpose or in any capacity and whether so held gratuitously or not and
        whether or not the ASSURED is liable therefor.
    k.  Relative means the spouse of an Employee or partner of the ASSURED
        and any unmarried child supported wholly by, or living in the home of, such
        Employee or partner and being related to them by blood, marriage or legal
        guardianship.
         
    l.  Securities, documents or other written instruments means original
        (including original counterparts) negotiable or non-negotiable instruments, or
        assignments thereof, which in and of themselves represent an equitable
        interest, ownership, or debt and which are in the ordinary course of business
        transferable by delivery of such instruments with any necessary
        endorsements or assignments.
         
ICAP Bond (5-98)        
Form 17 -02 -1421 (Ed. 5-98) Page 10 of 19    
         
 
         
Conditions and        
Limitations        
         
         
Definitions     m. Subsidiary means any organization that, at the inception date of this Bond,
(continued)       is named in the APPLICATION or is created during the BOND PERIOD and
        of which more than fifty percent (50%) of the outstanding securities or voting
        rights representing the present right to vote for election of directors is owned
        or controlled by the ASSURED either directly or through one or more of its
        subsidiaries.
         
      n. Transportation Company means any organization which provides its own
        or its leased vehicles for transportation or which provides freight forwarding
        or air express services.
         
      o. Voice Initiated Election means any election concerning dividend options
        available to Investment Company shareholders or subscribers which is
        requested by voice over the telephone.

 


 

                   
          p.   Voice Initiated Redemption means any redemption of shares issued by an
              Investment Company which is requested by voice over the telephone.
                   
          q.   Voice Initiated Funds Transfer Instruction means any Voice Initiated
              Redemption or Voice Initiated Election.
                   
          For the purposes of these definitions, the singular includes the plural and the
          plural 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 after
Clauses             termination of this Bond as an entirety;
                   
          b.   loss due to riot or civil commotion outside the United States of America and
              Canada, or any loss due to military, naval or usurped power, war or
              insurrection. This Section 2.b., however, shall not apply to loss which occurs
              in transit in the circumstances recited in INSURING CLAUSE 3., provided
              that when such transit was initiated there was no knowledge on the part of
              any 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 dividends
              not realized by the ASSURED or by any customer of the ASSURED;
                   
          e.   damages of any type for which the ASSURED is legally liable, except
              compensatory damages, but not multiples thereof, arising from a loss
              covered under this Bond;
                   
          f.   costs, fees and expenses incurred by the ASSURED in establishing the
              existence of or amount of loss under this Bond, except to the extent covered
              under 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) Page 11 of 19            
                   
 
                   
Conditions and                  
Limitations                    
                   
                   
General Exclusions -       h. loss resulting from dishonest acts by any member of the Board of Directors
Applicable to All Insuring           or Board of Trustees of the ASSURED who is not an Employee, acting

 


 

Clauses                 alone or in collusion with others;
(continued)         i.       loss, or that part of any loss, resulting solely from any violation by the
ASSURED or by any Employee:
             (1 ) of any law regulating:    
                 a. the issuance, purchase or sale of securities,
                 b. securities transactions on security or commodity exchanges or
                  the over the counter market,
                 c. investment companies,
                 d. investment advisors, or
             (2 ) of any rule or regulation made pursuant to any such law; or  
          j.       loss of confidential information, material or data;
          k.       loss resulting from voice requests or instructions received over the
                  telephone, provided however, this Section 2.k. shall not apply to INSURING
                  CLAUSE 7. or 9.
                         
                         
Specific Exclusions -   3 . This Bond does not directly or indirectly cover:  
Applicable To All Insuring       a.       loss caused by an Employee, provided, however, this Section 3.a. shall not
Clauses Except Insuring               apply to loss covered under INSURING CLAUSE 2. or 3. which results
Clause 1.                 directly from misplacement, mysterious unexplainable disappearance, or
damage or destruction of Property;
          b.       loss through the surrender of property away from premises of the ASSURED
                  as a result of a threat:
             (1 ) to do bodily harm to any natural person, except loss of Property in
                  transit in the custody of any person acting as messenger of the
                  ASSURED, provided that when such transit was initiated there was no
                  knowledge by the ASSURED of any such threat, and provided further
                  that this Section 3.b. shall not apply to INSURING CLAUSE 7., or  
             (2 ) to do damage to the premises or Property of the ASSURED;  
          c.       loss resulting from payments made or withdrawals from any account
                  involving erroneous credits to such account;
          d.       loss involving Items of Deposit which are not finally paid for any reason
                  provided however, that this Section 3.d. shall not apply to INSURING
                  CLAUSE 10.;
          e.       loss of property while in the mail;
                         
ICAP Bond (5-98)                        
Form 17 -02 -1421 (Ed. 5-98) Page 12 of 19                    
                         
 
                         
Conditions and                      
Limitations                        
                         
                         
Specific Exclusions -       f. loss resulting from the failure for any reason of a financial or depository  
Applicable To All Insuring         institution, its receiver or other liquidator to pay or deliver funds or other  
Clauses Except Insuring         Property to the ASSURED provided further that this Section 3.f. shall not  
Clause 1.           apply to loss of Property resulting directly from robbery, burglary,  

 


 

(continued)           misplacement, mysterious unexplainable disappearance, damage,
            destruction or removal from the possession, custody or control of the  
            ASSURED.        
          g. loss of Property while in the custody of a Transportation Company,  
            provided however, that this Section 3.g. shall not apply to INSURING  
            CLAUSE 3.;        
          h. loss resulting from entries or changes made by a natural person with  
            authorized access to a Computer System who acts in good faith on  
            instructions, unless such instructions are given to that person by a software
            contractor or its partner, officer, or employee authorized by the ASSURED to
            design, develop, prepare, supply, service, write or implement programs for  
            the ASSURED's Computer System; or    
          i. loss resulting directly or indirectly from the input of data into a Computer  
            System terminal, either on the premises of the customer of the ASSURED
            or under the control of such a customer, by a customer or other person who
            had 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 any
Clauses 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 apply
            to INSURING CLAUSE 8.;      
                     
          b. loss resulting from forgery or any alteration;    
                     
          c. loss involving a counterfeit provided, however, this Section 4.c. shall not  
            apply 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 for
Reduction 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 be
            liable to pay under this Bond provided, however, that the liability of the COMPANY
under this Bond with respect to all loss resulting from:
                     
          a. any one act of burglary, robbery or hold-up, or attempt thereat, in which no
            Employee is concerned or implicated, or    
                     
          b. any one unintentional or negligent act on the part of any one person  
            resulting in damage to or destruction or misplacement of Property, or  
                     
          c. 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                
                     
 
                     

 


 

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 OF
Accumulation 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 amounts
        from year to year or from period to period.
         
        All acts, as specified in c. above, of any one person which
         
        i. directly or indirectly aid in any way wrongful acts of any other person or
          persons, or
         
        ii. permit the continuation of wrongful acts of any other person or persons
         
        whether such acts are committed with or without the knowledge of the wrongful
        acts of the person so aided, and whether such acts are committed with or without
        the intent to aid such other person, shall be deemed to be one loss with the
        wrongful acts of all persons so aided.
         
         
Discovery 6 . This Bond applies only to loss first discovered by an officer of the ASSURED
        during the BOND PERIOD. Discovery occurs at the earlier of an officer of the
        ASSURED being aware of:
         
        a. facts which may subsequently result in a loss of a type covered by this Bond,
          or
         
        b. an actual or potential claim in which it is alleged that the ASSURED is liable
          to 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 DEDUCTIBLE
        AMOUNT, 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 earliest
Proof - Legal Proceedings         practicable moment, not to exceed sixty (60) days after discovery of loss, in
Against Company         an amount that is in excess of 50% of the applicable DEDUCTIBLE
          AMOUNT, 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 bond
          numbers, if issued with them.

 


 

             
          d. Legal proceedings for the recovery of any loss under this Bond shall not be
            brought prior to the expiration of sixty (60) days after the proof of loss is filed
            with the COMPANY or after the expiration of twenty-four (24) months from
            the 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 anyone
            other than the ASSURED.
             
ICAP Bond (5-98)            
Form 17 -02 -1421 (Ed. 5-98) Page 14 of 19        
             
 
             
Conditions and          
Limitations            
             
             
Notice To Company -       f. Proof of loss involving Voice Initiated Funds Transfer Instruction shall
Proof - 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 Bond
          on account of loss unless the amount of such loss, after deducting the net amount
          of all reimbursement and/or recovery obtained or made by the ASSURED, other
          than from any Bond or policy of insurance issued by an insurance company and
          covering such loss, or by the COMPANY on account thereof prior to payment by
          the COMPANY of such loss, shall exceed the DEDUCTIBLE AMOUNT set forth in
          ITEM 3. of the DECLARATIONS, and then for such excess only, but in no event
          for more than the applicable LIMITS OF LIABILITY stated in ITEM 2. of the
          DECLARATIONS.
             
          There shall be no deductible applicable to any loss under INSURING CLAUSE 1.
          sustained by any Investment Company.
             
             
Valuation     9 . BOOKS OF ACCOUNT OR OTHER RECORDS
          The value of any loss of Property consisting of books of account or other records
          used by the ASSURED in the conduct of its business shall be the amount paid by
          the ASSURED for blank books, blank pages, or other materials which replace the
          lost books of account or other records, plus the cost of labor paid by the
          ASSURED for the actual transcription or copying of data to reproduce such books
          of account or other records.
             
          The value of any loss of Property other than books of account or other records
          used by the ASSURED in the conduct of its business, for which a claim is made

 


 

        shall be determined by the average market value of such Property on the
        business day immediately preceding discovery of such loss provided, however,
        that the value of any Property replaced by the ASSURED with the consent of the
        COMPANY and prior to the settlement of any claim for such Property shall be the
actual market value at the time of replacement.
           
        In the case of a loss of interim certificates, warrants, rights or other securities, the
        production of which is necessary to the exercise of subscription, conversion,
        redemption or deposit privileges, the value of them shall be the market value of
        such privileges immediately preceding their expiration if said loss is not discovered
        until after their expiration. If no market price is quoted for such Property or for
        such privileges, the value shall be fixed by agreement between the parties.
        OTHER PROPERTY
           
        The value of any loss of Property, other than as stated above, shall be the actual
        cash value or the cost of repairing or replacing such Property with Property of
        like quality and value, whichever is less.
           
ICAP Bond (5-98)          
Form 17 -02 -1421 (Ed. 5-98) Page 15 of 19      
           
 
           
Conditions and          
Limitations          
(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 the
        securities in money, or issue its indemnity to effect replacement securities.
           
        The indemnity required from the ASSURED under the terms of this Section
        against all loss, cost or expense arising from the replacement of securities by the
        COMPANY'S indemnity shall be:
           
        a. for securities having a value less than or equal to the applicable
          DEDUCTIBLE AMOUNT - one hundred (100%) percent;
           
        b. for securities having a value in excess of the DEDUCTIBLE AMOUNT but
          within the applicable LIMIT OF LIABILITY - the percentage that the
          DEDUCTIBLE 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 of
          the 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 with
        Section 9, Valuation, regardless of the value of such securities at the time the loss

 


 

under the COMPANY'S indemnity is sustained.
             
          The COMPANY is not required to issue its indemnity for any portion of a loss of
          securities which is not covered by this Bond; however, the COMPANY may do so
          as a courtesy to the ASSURED and at its sole discretion.
             
          The ASSURED shall pay the proportion of the Company's premium charge for the
          Company's indemnity as set forth in Section 10.a., b., and c. No portion of the
          LIMIT OF LIABILITY shall be used as payment of premium for any indemnity
          purchased by the ASSURED to obtain replacement securities.
             
             
Subrogation - Assignment – 11.       In the event of a payment under this Bond, the COMPANY shall be subrogated to
Recovery         all of the ASSURED'S rights of recovery against any person or entity to the extent
          of such payment. On request, the ASSURED shall deliver to the COMPANY an
          assignment of the ASSURED'S rights, title and interest and causes of action
          against any person or entity to the extent of such payment.
             
          Recoveries, whether effected by the COMPANY or by the ASSURED, shall be
          applied net of the expense of such recovery in the following order:
             
          a. first, to the satisfaction of the ASSURED'S loss which would otherwise have
            been paid but for the fact that it is in excess of the applicable LIMIT OF
            LIABILITY,
             
          b. second, to the COMPANY in satisfaction of amounts paid in settlement of
            the ASSURED'S claim,
             
          c. third, to the ASSURED in satisfaction of the applicable DEDUCTIBLE
            AMOUNT, and
             
ICAP Bond (5-98)            
Form 17 -02 -1421 (Ed. 5-98) Page 16 of 19        
             
 
             
Conditions and            
Limitations            
             
             
Subrogation - Assignment –       d. fourth, to the ASSURED in satisfaction of any loss suffered by the
Recovery           ASSURED which was not covered under this Bond.
(continued)         Recovery from reinsurance or indemnity of the COMPANY shall not be deemed a
          recovery under this section.
             
             
Cooperation Of Assured 12 . At the COMPANY'S request and at reasonable times and places designated by
          the COMPANY, the ASSURED shall:
             

 


 

        a. submit to examination by the COMPANY and subscribe to the same under
          oath,
           
        b. produce for the COMPANY'S examination all pertinent records, and
           
        c. cooperate with the COMPANY in all matters pertaining to the loss.
           
        The ASSURED shall execute all papers and render assistance to secure to the
        COMPANY the rights and causes of action provided for under this Bond. The
        ASSURED 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 notice
        shall have been given by the acting party to the affected party and to the
        Securities 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 notice
        shall have been given by the acting party to the affected party, and by the
        COMPANY to all ASSURED Investment Companies and to the Securities and
        Exchange Commission, Washington, D.C., not less than sixty (60) days prior to
        the effective date of such termination.
           
        This Bond will terminate as to any one ASSURED, other than an Investment
        Company:
           
        a. immediately on the taking over of such ASSURED by a receiver or other
          liquidator or by State or Federal officials, or
           
        b. immediately on the filing of a petition under any State or Federal statute
          relative to bankruptcy or reorganization of the ASSURED, or assignment for
          the benefit of creditors of the ASSURED, or
           
        c. immediately upon such ASSURED ceasing to exist, whether through merger
          into another entity, disposition of all of its assets or otherwise.
           
        The COMPANY shall refund the unearned premium computed at short rates in
        accordance with the standard short rate cancellation tables if terminated by the
        ASSURED or pro rata if terminated for any other reason.
           
ICAP Bond (5-98)          
Form 17 -02 -1421 (Ed. 5-98) Page 17 of 19      
           
 
           
Conditions and          
Limitations          
           
           

 


 

Termination         If any partner, director, trustee, or officer or supervisory employee of an
(continued)         ASSURED not acting in collusion with an Employee learns of any dishonest act
          committed by such Employee at any time, whether in the employment of the
          ASSURED or otherwise, whether or not such act is of the type covered under this
          Bond, and whether against the ASSURED or any other person or entity, the
          ASSURED:
           
          a. shall immediately remove such Employee from a position that would enable
            such Employee to cause the ASSURED to suffer a loss covered by this
            Bond; and
           
          b. within forty-eight (48) hours of learning that an Employee has committed
            any dishonest act, shall notify the COMPANY, of such action and provide full
particulars of such dishonest act.
           
          The COMPANY may terminate coverage as respects any Employee sixty (60)
          days after written notice is received by each ASSURED Investment Company
          and the Securities and Exchange Commission, Washington, D.C. of its desire to
          terminate this Bond as to such Employee.
           
           
Other Insurance   14 . Coverage under this Bond shall apply only as excess over any valid and collectible
          insurance, indemnity or suretyship obtained by or on behalf of:
           
          a. the ASSURED,
           
          b. a Transportation Company, or
           
          c. another entity on whose premises the loss occurred or which employed the
            person causing the loss or engaged the messenger conveying the Property
            involved.
           
           
Conformity   15 . If any limitation within this Bond is prohibited by any law controlling this Bond's
          construction, such limitation shall be deemed to be amended so as to equal the
          minimum period of limitation provided by such law.
           
           
Change or Modification 16 . This Bond or any instrument amending or affecting this Bond may not be changed
          or modified orally. No change in or modification of this Bond shall be effective
          except when made by written endorsement to this Bond signed by an authorized
          representative of the COMPANY.
           
          If this Bond is for a sole ASSURED, no change or modification which would
          adversely affect the rights of the ASSURED shall be effective prior to sixty (60)
          days after written notice has been furnished to the Securities and Exchange
          Commission, Washington, D.C., by the acting party.
           
ICAP Bond (5-98)          

 


 

Form 17 -02 -1421 (Ed. 5-98) Page 18 of 19  
       
 
       
Conditions And    
Limitations      
       
       
Change 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 insured Investment Companies
    and to the Securities and Exchange Commission, Washington, D.C., by the
    COMPANY.  
       
ICAP Bond (5-98)      
Form 17 -02 -1421 (Ed. 5-98) Page 19 of 19  
       
 
       
    FEDERAL INSURANCE COMPANY
    Endorsement No: 1
    Bond Number: 82126662
NAME 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, 2017.  
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.  
       
 
Date: December 1, 2017    

 


ICAP Bond  
Form 17-02-0949 (Rev. 1-97) Page 1
   

 


 

               
                FEDERAL INSURANCE COMPANY
               
            Endorsement No. 2    
               
            Bond Number: 82126662  
               
NAME 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 DEDUCTIBLE
INSURING CLAUSE LIMIT OF LIABILITY AMOUNT
1 . Employee $   5,825,000 $ 10,000
2 . On Premises $   5,825,000 $ 10,000
3 . In Transit $   5,825,000 $ 10,000
4 . Forgery or Alteration $   5,825,000 $ 10,000
5 . Extended Forgery $   5,825,000 $ 10,000
6 . Counterfeit Money $   5,825,000 $ 10,000
7 . Threats to Person $   5,825,000 $ 10,000
8 . Computer System $   5,825,000 $ 10,000
9 . Voice Initiated Funds Transfer Instruction $   5,825,000 $ 10,000
10 . Uncollectible Items of Deposit $   50,000 $ 5,000
11 . Audit Expense $   50,000 $ 5,000
12 . Extended Computer Systems $   5,825,000 $ 10,000
13 . Telefacsimile Instruction Fraud $   5,825,000 $ 10,000
14 . Automated Phone Transaction $   5,825,000 $ 10,000
15 . Unauthorized Signature $   50,000 $ 5,000
16 . Claims Expense $   50,000 $ 5,000
17 . 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, 2017.      
               
    ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.      
               
 
Date: December 1, 2017          

 


 

ICAP Bond            
Form 17-02-1582 (Ed. 5-98) Page 1    
                   
 
                   
Authorized Representative            
                   
ICAP Bond            
Form 17-02-1582 (Ed. 5-98) Page 2    
                   
 
                   
              FEDERAL INSURANCE COMPANY  
                   
              Endorsement No.: 3    
                   
              Bond Number:   82126662
                   
                   
                   
NAME 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 Systems    
      A. Electronic Data, Electronic Media, Electronic Instruction    
        Loss resulting directly from:    
          (1 ) the fraudulent modification of Electronic Data, Electronic Media or Electronic  
              Instruction being stored within or being run within any system covered under this  
              INSURING CLAUSE,    
          (2 ) robbery, burglary, larceny or theft of Electronic Data, Electronic Media or  
              Electronic Instructions,    
                   
          (3 ) the acts of a hacker causing damage or destruction of Electronic Data, Electronic  
              Media or Electronic Instruction owned by the ASSURED or for which the  
              ASSURED is legally liable, while stored within a Computer System covered under  
              this INSURING CLAUSE, or    
          (4 ) the damage or destruction of Electronic Data, Electronic Media or Electronic  
              Instruction owned by the ASSURED or for which the ASSURED is legally liable  
              while stored within a Computer System covered under INSURING CLAUSE 12,  

 


 

          provided such damage or destruction was caused by a computer program or
          similar instruction which was written or altered to intentionally incorporate a hidden
          instruction designed to damage or destroy Electronic Data, Electronic Media, or
          Electronic Instruction in the Computer System in which the computer program
          or instruction so written or so altered is used.  
           
ICAP2 Bond        
Form 17-02-2976 (Ed. 1-02) Page 1  
           

 

B.     

Electronic Communication

      

Loss resulting directly from the ASSURED having transferred, paid or delivered any

      

funds or property, established any credit, debited any account or given any value on the

      

faith of any electronic communications directed to the ASSURED, which were

      

transmitted or appear to have been transmitted through:

      

      

(1) an Electronic Communication System,

      

(2) an automated clearing house or custodian, or

      

(3) a Telex, TWX, or similar means of communication,

      

      

directly into the ASSURED'S Computer System or Communication Terminal, and

      

fraudulently purport to have been sent by a customer, automated clearing house,

      

custodian, or financial institution, but which communications were either not sent by said

      

customer, automated clearing house, custodian, or financial institution, or were

      

fraudulently modified during physical transit of Electronic Media to the ASSURED or

      

during electronic transmission to the ASSURED'S Computer System or

      

Communication Terminal.

C.     

Electronic Transmission

      

Loss 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 electronic

      

communications, purporting to have been directed by the ASSURED to such customer,

      

automated clearing house, custodian, or financial institution initiating, authorizing, or

      

acknowledging, the transfer, payment, delivery or receipt of funds or property, which

      

communications were transmitted through:

      

      

(1) an Electronic Communication System,

      

(2) an automated clearing house or custodian, or

      

(3) a Telex, TWX, or similar means of communication,

      

      

directly into a Computer System or Communication Terminal of said customer,

      

automated clearing house, custodian, or financial institution, and fraudulently purport to

      

have been directed by the ASSURED, but which communications were either not sent by

      

the ASSURED, or were fraudulently modified during physical transit of Electronic Media

      

from the ASSURED or during electronic transmission from the ASSURED'S Computer

      

System or Communication Terminal, and for which loss the ASSURED is held to be

      

legally liable.

      


 

ICAP2 Bond  

Form 17-02-2976 (Ed. 1-02) Page 2
 

 

             
2 . By adding to Section 1., Definitions, the following:
             
      r. Communication Terminal means a teletype, teleprinter or video display terminal, or similar
        device capable of sending or receiving information electronically. Communication Terminal
        does not mean a telephone.
      s. Electronic Communication System means electronic communication operations by Fedwire,
        Clearing House Interbank Payment System (CHIPS), Society of Worldwide International
        Financial Telecommunication (SWIFT), similar automated interbank communication systems,
        and Internet access facilities.
      t. Electronic Data means facts or information converted to a form usable in Computer
Systems and which is stored on Electronic Media for use by computer programs.
      u. Electronic Instruction means computer programs converted to a form usable in a Computer
        System to act upon Electronic Data.
             
      v. Electronic Media means the magnetic tape, magnetic disk, optical disk, or any other bulk
        media on which data is recorded.
3 . By adding the following Section after Section 4., Specific Exclusions-Applicable to All INSURING
      CLAUSES except 1., 4., and 5.:
             
      Section 4.A. Specific Exclusions-Applicable to INSURING CLAUSE 12
             
      This Bond does not directly or indirectly cover:
             
      a. loss resulting directly or indirectly from Forged, altered or fraudulent negotiable instruments,
        securities, documents or written instruments used as source documentation in the preparation
        of Electronic Data;
      b. loss of negotiable instruments, securities, documents or written instruments except as
        converted to Electronic Data and then only in that converted form;
      c. loss resulting from mechanical failure, faulty construction, error in design, latent defect, wear or
        tear, gradual deterioration, electrical disturbance, Electronic Media failure or breakdown or
        any malfunction or error in programming or error or omission in processing;
      d. loss resulting directly or indirectly from the input of Electronic Data at an authorized electronic
        terminal of an Electronic Funds Transfer System or a Customer Communication System
        by a person who had authorized access from a customer to that customer's authentication
        mechanism; or
      e. liability assumed by the ASSURED by agreement under any contract, unless such liability would
        have attached to the ASSURED even in the absence of such agreement; or
             
      f. 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 Bond  
Form 17-02-2976 (Ed. 1-02) Page 3

4 . By adding to Section 9., Valuation, the following:

    Electronic Data, Electronic Media, Or Electronic Instruction
   
    In case of loss of, or damage to, Electronic Data, Electronic Media or Electronic Instruction used
    by the ASSURED in its business, the COMPANY shall be liable under this Bond only if such items are
    actually reproduced form other Electronic Data, Electronic Media or Electronic Instruction of the
    same kind or quality and then for not more than the cost of the blank media and/or the cost of labor for
    the actual transcription or copying of data which shall have been furnished by the ASSURED in order to
    reproduce such Electronic Data, Electronic Media or Electronic Instruction subject to the
    applicable SINGLE LOSS LIMIT OF LIABILITY.
   
    However, if such Electronic Data can not be reproduced and said Electronic Data represents
    Securities or financial instruments having a value, then the loss will be valued as indicated in the
    SECURITIES and OTHER PROPERTY paragraphs of this Section.
   
   
   
   
This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2017.
   
   
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
   
 
Date: December 1, 2017

 

ICAP2 Bond        
Form 17-02-2976 (Ed. 1-02) Page 4    
           
 
           
            FEDERAL INSURANCE COMPANY  
           
            Endorsement No.: 4  
           
            Bond Number: 82126662
           

 


 

                   
                   
NAME 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 Instruction    
                   
              Loss resulting directly from the ASSURED having transferred, paid or delivered any funds
              or other Property or established any credit, debited any account or given any value on the
              faith of any fraudulent instructions sent by a Customer, financial institution or another
              office of the ASSURED by Telefacsimile directly to the ASSURED authorizing or
              acknowledging the transfer, payment or delivery of funds or Property or the
              establishment of a credit or the debiting of an account or the giving of value by the
            ASSURED where such Telefacsimile instructions:  
                   
            a. bear a valid test key exchanged between the ASSURED and a Customer or
              another financial institution with authority to use such test key for Telefacsimile
              instructions in the ordinary course of business, but which test key has been
              wrongfully obtained by a person who was not authorized to initiate, make, validate
              or authenticate a test key arrangement, and  
                   
            b. fraudulently purport to have been sent by such Customer or financial institution
              when such Telefacsimile instructions were transmitted without the knowledge or
              consent of such Customer or financial institution by a person other than such
              Customer or financial institution and which bear a Forgery of a signature,
              provided that the Telefacsimile instruction was verified by a direct call back to an
              employee of the financial institution, or a person thought by the ASSURED to be
              the Customer, or an employee of another financial institution.  
                   
  2 . By deleting from Section 1., Definitions, the definition of Customer in its entirety, and substituting
      the following:          
                   
        d.   Customer means an individual, corporate, partnership, trust customer, shareholder or
            subscriber of an Investment Company which has a written agreement with the ASSURED
            for Voice Initiated Funds Transfer Instruction or Telefacsimile Instruction.
                   
ICAP Bond            
Form 17-02-2367 (Rev. 10-03) Page 1    
                   
 
                   
  3 . By adding to Section 1., Definitions, the following:    
                   
      w. Telefacsimile means a system of transmitting written documents by electronic signals

 


 

        over telephone lines to equipment maintained by the ASSURED for the purpose of
        reproducing a copy of said document. Telefacsimile does not mean electronic
        communication sent by Telex or similar means of communication, or through an
electronic communication system or through an automated clearing house.
           
4 .   By adding to Section 3., Specific Exclusions Applicable to All Insuring Clauses Except Insuring
Clause 1. the following:
           
      j. loss resulting directly or indirectly from Telefacsimile instructions provided, however, this
        exclusion shall not apply to this INSURING CLAUSE.
           
           
           
           
        This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2017.
           
           
        ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
           
 
Date: December 1, 2017  

 

ICAP Bond      
Form 17-02-2367 (Rev. 10-03) Page 2    
             
 
             
          FEDERAL INSURANCE COMPANY  
             
          Endorsement No.: 5  
             
          Bond Number: 82126662
             
             
             
NAME 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 Transaction    
      Loss resulting directly from the ASSURED having transferred funds on the faith of any

 


 

              Automated Phone System (APS) Transaction, where the request for such APS
              Transaction is unauthorized or fraudulent and is made with the intent to deceive. In order for
              coverage to apply under this INSURING CLAUSE the ASSURED shall maintain and follow all
              APS Designated Procedures. A single failure of the ASSURED to maintain and follow a
              particular APS Designated Procedure in a particular APS Transaction will not preclude
coverage under this INSURING CLAUSE.
         
2 . By adding to Section 1., Definitions, the following:  
         x.     APS Designated Procedures means all of the following procedures:
               
          (1 ) No APS Transaction shall be executed unless the shareholder or unitholder to whose
              account such an APS Transaction relates has previously elected to APS Transactions.
              (Election in Application)  
          (2 ) All APS Transactions shall be logged or otherwise recorded and the records shall be
              retained for at least six (6) months. (Logging)  
              Information contained in the records shall be capable of being retrieved and produced
              within a reasonable time after retrieval of specific information is requested, at a success
              rate of no less than 85 percent.  
          (3 ) The caller in any request for an APS Transaction, before executing that APS
              Transaction must enter a personal identification number (PIN), social security number
              and account number. (Identity Test)  
              If the caller fails to enter a correct PIN within three (3) attempts, the caller must not be
              allowed additional attempts during the same telephone call to enter the PIN. The caller
              may either be instructed to redial a customer service representative or may be
              immediately connected to such a representative. (Limited attempts to Enter PIN)
               
ICAP Bond          
Form 17-02-2345 (Ed. 10-00) Page 1  
               
 
               
        (4 ) A written confirmation of any APS Transaction or change of address shall be mailed to
              the shareholder or unitholder to whose account such transaction relates, at the record
              address, by the end of the insured's next regular processing cycle, but in no event later
              than five (5) business days following such APS Transaction. (Written Confirmation)
               
        (5 ) Access to the equipment which permits the entity receiving the APS Transaction
              request to process and effect the transaction shall be limited in the following manner:
              (Access to APS Equipment)
               
      y.       APS Election means any election concerning various account features available to the
          shareholder or unitholder which is made through the Automated Phone System by means of
              information transmitted by an individual caller through use of a Automated Phone System.
              These features include account statements, auto exchange, auto asset builder, automatic
              withdrawal, dividend/capital gain options, dividend sweep, telephone balance consent and
              change of address.
      z.       APS Exchange means any exchange of shares or units in a registered account of one fund
              into shares or units in an account with the same tax identification number and same
              ownership-type code of another fund in the same complex pursuant to exchange privileges of
              the two funds, which exchange is requested through the Automated Phone System by

 


 

            means of information transmitted by an individual caller through use of an Automated Phone
System.
                 
      aa.     APS Purchase means any purchase of shares or units issued by an Investment Company
            which is requested through an Automated Phone System.
                 
      bb.     APS Redemption means any redemption of shares or units issued by an Investment
            Company which it requested through the telephone by means of information transmitted by an
            individual caller through use of a Automated Phone System.
                 
      cc.     APS Transaction means any APS Purchase, APS Redemption, APS Election or APS
            Exchange.
                 
      dd.     Automated Phone System means an automated system which receives and converts to
            executable instructions transmissions through the Automated Phone System through use of
            a touch-tone keypad or other tone system; and always excluding transmissions from a
            computer system or part thereof.
3 .       By adding the following Section after Section 4., Specific Exclusions-Applicable To All Insuring
      Clauses Except 1., 4., 5.:      
      Section 4.A Specific Exclusion-Applicable to Insuring Clause 14      
      This 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 payable
            to 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, or
      b.     the redemption of shares or units, where the proceeds of such redemption are paid by check
            mailed to any address, unless such address has either been designated the shareholder or
            unitholder by voice through an Automated Phone System or in writing, at least thirty (30) days
            prior to such redemption, or
                 
ICAP Bond            
Form 17-02-2345 (Ed. 10-00) Page 2      
                 
 
                 
c. the redemption of shares or units, where shareholder or unitholderoftheASSURED
designated bank account of record.
         
                 
                 
This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2017.      
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.      
                 
 
Date: December 1, 2017      

 


 

ICAP Bond            
Form 17-02-2345 (Ed. 10-00) Page 3  
                     
 
                     
                    FEDERAL INSURANCE COMPANY
                    Endorsement No.: 6
                  Bond Number:   82126662
                     
                     
NAME 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 Signature  
            Loss resulting directly from the ASSURED having accepted, paid or cashed any check or
            Withdrawal Order made or drawn on or against the account of the ASSURED’S customer
            which bears the signature or endorsement of one other than a person whose name and signature
            is on file with the ASSURED as a signatory on such account.  
            It shall be a condition precedent to the ASSURED'S right of recovery under this INSURING
            CLAUSE that the ASSURED shall have on file signatures of all the persons who are signatories
            on such account.  
  2 . By adding to Section 1., Definitions, the following:  
        ee.     Instruction means a written order to the issuer of an Uncertificated Security requesting that the
            transfer, pledge or release from pledge of the specified Uncertificated Security be registered.
        ff.     Uncertificated Security means a share, participation or other interest in property of or an
            enterprise 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 books
                  maintained 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 Bond            
Form 17-02-5602 (Ed. 10-03) Page 1  
                     
 
         gg.   Withdrawal Order means a non-negotiable instrument, other than an Instruction, signed by a  
customer of the ASSURED authorizing the ASSURED to debit the customer’s account in the
amount of funds stated therein.
                     

 


 

 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2017.
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
 
Date: December 1, 2017

 

ICAP Bond        
Form 17-02-5602 (Ed. 10-03) Page 2  
               
 
               
            FEDERAL INSURANCE COMPANY
            Endorsement No.: 7
            Bond Number: 82126662
               
               
NAME 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 Expense  
        Reasonable expense incurred by the ASSURED, solely for independent firms or individuals to
        determine 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 loss
      covered under this INSURING CLAUSE.  
               
               
               
This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2017.  
               
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.  
               
 
Date: December 1, 2017      

 


 

ICAP Bond              
 
Form 17-02-6282 (Ed. 11-04)  
 
                     
                   FEDERAL INSURANCE COMPANY
                   Endorsement No.: 8
                   Bond Number: 82126662
                     
                     
NAME 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 Check  
             Loss resulting directly from the ASSURED being legally liable to pay compensatory damages
             for:          
               a.     complying or failing to comply with notice from any customer of the ASSURED or any
                   authorized representative of such customer, to stop payment on any check or draft made or
                   drawn upon or against the ASSURED by such customer or by any authorized
                   representative of such customer, or  
               b.     refusing to pay any check or draft made or drawn upon or against the ASSURED by any
                   customer 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 17  
      This Bond does not directly or indirectly cover:  
        a.           liability assumed by the ASSURED by agreement under any contract, unless such liability would
                   have 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
                   of any person, or  
               (3 ) discrimination.”  
                  This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2017.
                  ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
                     
 
Date: December 1, 2017      

 


 

ICAP Bond      
 
Form 17-02-2365 (Ed. 10-00)      
 
         
        ENDORSEMENT/RIDER
Effective date of      
this endorsement/rider: November 16, 2017 FEDERAL INSURANCE COMPANY  
    Endorsement/Rider No.   9
    To be attached to and    
    form a part of Bond No.   82126662
Issued to: NICHOLAS COMPANY INC      
         
         

 

AMENDED AUTOMATIC INCREASE IN LIMITS ENDORSEMENT
In consideration of the premium charged, it is agreed that GENERAL AGREEMENTS, Section C. Additional
Offices Or Employees-Consolidation, Merger Or Purchase Or Acquisition Of Assets Or Liabilities-Notice To

Company, is amended by adding the following subsection: Automatic Increase in Limits for Investment Companies

   

 

If 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 new Investment Company, other than by consolidation or merger with, or purchase or

  acquisition of assets or liabilities of, another institution; or  
(ii) an increase in asset size of current Investment Companies covered under this Bond,

 

then the minimum required increase in limits shall take place automatically without payment of additional

premium for the remainder of the BOND PERIOD.

Any such newly created Investment Company shall be included as an ASSURED effective on the date of

such creation.

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.

Q08-1696 (08/2008)


 

Page 1        
 
           
        FEDERAL INSURANCE COMPANY 
        Endorsement No. :10
        Bond Number: 82126662
           
           
NAME 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 Offices
or Employees-Consolidation, Merger or Purchase or Acquisition of Assets or Liabilities-Notice To
Company, and substituting the following:  
C. Additional Offices or Employees-Consolidation, Merger or Purchase or Acquisition Of Assets or
  Liabilities-Notice to Company  
  If the ASSURED, other than an Investment Company, while this Bond is in force, merges or
  consolidates with, or purchases or acquires assets or liabilities of another institution, the ASSURED
  shall 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 or
        acquisition of assets or liabilities prior to the proposed effective date of such action, and
    b.     obtains the written consent of the COMPANY to extend some or all of the coverage provided
        by this Bond to such additional exposure, and  
    c.     on obtaining such consent, pays to the COMPANY an additional premium.  
        Notwithstanding anything stated above to the contrary, the COMPANY hereby agrees to provide
        coverage which shall be effective on the date of acquisition under this Bond for those acquired
        institutions in which the ASSURED owns greater than fifty percent (50%) of the voting stock or voting
        rights either directly or through one or more of its subsidiaries for the remainder of the BOND
        PERIOD, with no additional premium, provided the acquired institution meets all of the following
conditions:
    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 to the
        date of acquisition, and  
    iii.     the ASSURED is not aware of any disciplinary action or proceeding by State or Federal
        officials involving the acquired institution as of the date of acquisition.  
           
ICAP Bond      
Form 17-02-6247 (Ed. 3-04) Page 1  
           
 
           
  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
  a Single Loss fully 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 a Single Loss
must 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, 2017.
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
 
Date: December 1, 2017

 

ICAP Bond        
Form 17-02-6247 (Ed. 3-04) Page 2  
               
 
               
            FEDERAL INSURANCE COMPANY
            Endorsement No: 11
            Bond Number: 82126662
NAME 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 Company  
      Bonds In Effect For More Than Sixty (60) Days  
            If this Bond has been in effect for more than sixty (60) days, or, if this Bond is a renewal, the
            COMPANY may terminate by providing written notice of cancellation at least sixty (60) days before the
      effective date of 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 a
            claim thereunder;  
        3 . Discovery of willful or reckless acts or omissions or violation of any provision of this Bond on the
            part 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 been

 


 

          issued or renewed, except to the extent that the COMPANY should reasonably have foreseen the
          change, or contemplated the risk when the contract was written;  
      6 . Determination by the Commissioner that the continuation of the Bond would jeopardize a
          COMPANY'S solvency or would place the COMPANY in violation of the insurance laws of any
          state;  
      7 . Determination by the Commissioner that continuation of the present premium volume of the
        COMPANY 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 to
          meet the ASSUREDS needs;  
      10 . Substantial breaches of contractual duties, conditions or warranties; or  
      11 . Unfavorable underwriting facts, specific to the ASSURED, existing that were not present at the
          inception of the Bond.  
           
ICAP Bond        
Form 17-02-1360 (Rev. 10-99) Page 1  
           

 

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 Bond  
Form 17-02-1360 (Rev. 10-99) Page 2
         
 
         
      Return Premium Calculations
         
      Any unearned premiums which have been paid by the ASSURED shall be refunded to the ASSURED
      on a pro rata basis if terminated by the COMPANY or the ASSURED. The unearned premiums shall
      be refunded to the ASSURED within forty-five (45) days of receipt of the request for cancellation or the
      effective date of cancellation, whichever is later.
         
      Conditional Renewal  
         
      If 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 or
      delivers 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
      COMPANY notifies the ASSURED within sixty (60) days prior to the renewal date, the new terms or
      premiums do not take effect until sixty (60) days after the notice is mailed or delivered, in which case,
      the ASSURED may elect to cancel the renewal Bond within the sixty (60) day period. If the COMPANY
      does not notify the ASSURED of the new terms or premiums, the COMPANY shall continue the Bond
      at the expiring terms and premiums until notice is given or until the effective date of replacement
      coverage is obtained by the ASSURED, whichever occurs first.”
         
2 . It is further understood and agreed that for the purposes of Section 13., Termination, any occurrence
      listed in this Section shall be considered to be a request by the ASSURED to immediately terminate this
      Bond.  

 


 

 
 
 
 
This Endorsement applies to loss discovered after 12:01 a.m. on November 16, 2017.
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS BOND REMAIN UNCHANGED.
 
 
Date: December 1, 2017

 

ICAP Bond    
Form 17-02-1360 (Rev. 10-99) Page 3  
     
 
     
    ENDORSEMENT/RIDER
     
Effective date of    
this endorsement/rider: November 16, 2017 FEDERAL INSURANCE COMPANY
    Endorsement/Rider No. 12
    To be attached to and
    form a part of Policy No. 82126662
     
     
Issued 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 Policy shall remain unchanged.


 

14-02-9228 (2/2010)

Page 1

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)

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)

     POLICYHOLDER DISCLOSURE NOTICE OF

TERRORISM INSURANCE COVERAGE

(for policies with no terrorism exclusion or sublimit) Insuring Company: FEDERAL INSURANCE

COMPANY

You are hereby notified that, under the Terrorism Risk Insurance Act (the “Act”), 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 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. Beginning in 2016, the Federal share will be reduced by 1% per year until it reaches 80%, where it will remain.

However, if aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion.

10-02-1281 (Ed. 03/2015)

If aggregate insured losses attributable to terrorist acts certified under the Act exceed $100 billion in a calendar year 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. 03/2015)


 

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 31, 2017:

     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 $5,825,000, 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 six joint insureds to the joint Bond, the relative sizes of the five 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 Jennifer R. Kloehn 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; and

     FURTHER RESOLVED, that Messrs. Hauser, 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 October 27, 2017:

     BE IT THEREFORE RESOLVED, that the Board 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:

    2017 / 2018
 
Nicholas Fund, Inc. $ 5,545.07
Nicholas II, Inc. $ 2,918.45
Nicholas High Income Fund, Inc $ 1,532.19
Nicholas Limited Edition, Inc $ 2,188.84
Nicholas Equity Income Fund, Inc. $ 2,626.61
Nicholas Company, Inc $ 2,188.84
Total Premium $ 17,000.00

 

     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; and

     FURTHER RESOLVED, that Messrs. Hauser, 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.


 

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 31, 2017:

     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 $5,825,000, 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 six joint insureds to the joint Bond, the relative sizes of the five 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 Jennifer R. Kloehn 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; and

     FURTHER RESOLVED, that Messrs. Hauser, Reiland and Robertson, being the director of the Fund who is not an interested person of the Adviser, does hereby ratify and affirm the foregoing resolutions pertaining to the Fidelity Bond.

Resolutions adopted on October 27, 2017:

     BE IT THEREFORE RESOLVED, that the Board 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:

    2017 / 2018
 
Nicholas Fund, Inc. $ 5,545.07
Nicholas II, Inc. $ 2,918.45
Nicholas High Income Fund, Inc $ 1,532.19
Nicholas Limited Edition, Inc $ 2,188.84
Nicholas Equity Income Fund, Inc. $ 2,626.61
Nicholas Company, Inc $ 2,188.84
Total Premium $ 17,000.00

 

     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; and

     FURTHER RESOLVED, that Messrs. Hauser, Reiland and Robertson, being the director of the Fund who is not an interested person of the Nicholas Company, Inc., does hereby ratify and affirm the foregoing resolutions pertaining to the Bond.

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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 31, 2017:

     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 $5,825,000, 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 six joint insureds to the joint Bond, the relative sizes of the five 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 Jennifer R. Kloehn 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; and

     FURTHER RESOLVED, that Messrs. Hauser, 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 October 27, 2017:

     BE IT THEREFORE RESOLVED, that the Board 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:

    2017 / 2018
 
Nicholas Fund, Inc. $ 5,545.07
Nicholas II, Inc. $ 2,918.45
Nicholas High Income Fund, Inc $ 1,532.19
Nicholas Limited Edition, Inc $ 2,188.84
Nicholas Equity Income Fund, Inc. $ 2,626.61
Nicholas Company, Inc $ 2,188.84
Total Premium $ 17,000.00

 

     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; and

     FURTHER RESOLVED, that Messrs. Hauser, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Nicholas Company, Inc., do hereby ratify and affirm the foregoing resolutions pertaining to the Bond.

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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 31, 2017:

     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 $5,825,000, 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 six joint insureds to the joint Bond, the relative sizes of the five 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 Jennifer R. Kloehn 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; and

     FURTHER RESOLVED, that Messrs. Hauser, 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 October 27, 2017:

     BE IT THEREFORE RESOLVED, that the Board 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:

    2017 / 2018
 
Nicholas Fund, Inc. $ 5,545.07
Nicholas II, Inc. $ 2,918.45
Nicholas High Income Fund, Inc $ 1,532.19
Nicholas Limited Edition, Inc $ 2,188.84
Nicholas Equity Income Fund, Inc. $ 2,626.61
Nicholas Company, Inc $ 2,188.84
Total Premium $ 17,000.00

 

     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; and

     FURTHER RESOLVED, that Messrs. Hauser, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Nicholas Company, Inc., do hereby ratify and affirm the foregoing resolutions pertaining to the Bond.

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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 31, 2017:

     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 $5,825,000, 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 six joint insureds to the joint Bond, the relative sizes of the five 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 Jennifer R. Kloehn 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; and

     FURTHER RESOLVED, that Messrs. Hauser, 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 October 27, 2017:

     BE IT THEREFORE RESOLVED, that the Board 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:

    2017 / 2018
 
Nicholas Fund, Inc. $ 5,545.07
Nicholas II, Inc. $ 2,918.45
Nicholas High Income Fund, Inc $ 1,532.19
Nicholas Limited Edition, Inc $ 2,188.84
Nicholas Equity Income Fund, Inc. $ 2,626.61
Nicholas Company, Inc $ 2,188.84
Total Premium $ 17,000.00

 

     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; and

     FURTHER RESOLVED, that Messrs. Hauser, Reiland and Robertson, being all of the directors of the Fund who are not interested persons of the Nicholas Company, Inc., do hereby ratify and affirm the foregoing resolutions pertaining to the Bond.

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JOINT FIDELITY BOND AGREEMENT

     THIS AGREEMENT is made as of the 16th day of November, 2017, 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"), and Nicholas Limited Edition, Inc., a Maryland corporation (the "Limited Edition"), 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 and the Limited Edition 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 and the Limited Edition; and

     WHEREAS, the Equity Income Fund, the Fund, Nicholas II, the High Income Fund and the Limited Edition 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 $5,825,000 (the "Fidelity Bond"), covering the period from November 16, 2017 to November 16, 2018.

     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.

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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 $ 1,900,000
Nicholas II   1,000,000
Limited Edition   750,000
High Income Fund   525,000
Equity Income Fund   900,000
The Company   750,000
 
Total $ 5,825,000

 

     7. The Joint Insureds agree that the total premium for the Fidelity Bond, in the amount of $17,000.00, shall be allocated among the Joint Insureds, with each paying the following amount:

The Fund $ 5,545.07
Nicholas II   2,918.45
Limited Edition   2,188.84
High Income Fund   1,532.19
Equity Income Fund   2,626.61
The Company   2,188.84
 
Total $ 17,000.00

 

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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/ David O. Nicholas By: /s/ David O. Nicholas
David O. Nicholas, President David O. Nicholas, President
 
 
Attest: /s/ Jennifer R. Kloehn Attest: /s/ Jennifer R. Kloehn
Jennifer R. Kloehn, Senior Vice President Jennifer R. Kloehn, Senior Vice President
and Treasurer            and Treasurer
 
 
NICHOLAS II, INC. NICHOLAS EQUITY INCOME FUND, INC.
 
By: /s/ David O. Nicholas By: /s/ David O. Nicholas
David. O Nicholas, President David O. Nicholas, President
 
 
Attest: /s/ Jennifer R. Kloehn Attest: /s /Jennifer R. Kloehn
Jennifer R. Kloehn, Senior Vice President Jennifer R. Kloehn, Senior Vice President
and Treasurer            and Treasurer
 
 
NICHOLAS HIGH INCOME FUND, INC. NICHOLAS COMPANY, INC.
 
By: /s/ David O. Nicholas By: /s/ David O. Nicholas
David O. Nicholas, President David O. Nicholas, President
 
 
Attest: /s/ Jennifer R. Kloehn Attest: /s/ Jennifer R. Kloehn
Jennifer R. Kloehn, Senior Vice President Jennifer R. Kloehn, Senior Vice President
and Treasurer            and Treasurer

 

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