UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

iCheck the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under Rule 14a-12

NICHOLAS FUND, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

         (1) Title of each class of securities to which transaction applies: N/A

         (2) Aggregate number of securities to which transaction applies: N/A

          (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
                (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A

          (4) Proposed maximum aggregate value of transaction: N/A

          (5) Total fee paid: $0

ii¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
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NICHOLAS FUND, INC.
700 North Water Street411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(800) 544-6547

February 16, 20171, 2022

Dear Shareholder:

     The Board of Directors (the “Board”) of Nicholas Fund, Inc. (the “Fund”) has called a special meeting of its shareholders to be held on April 3, 2017March 11, 2022, at 10:9:00 a.m., Central Time (the “Special Meeting”), at the Milwaukee Athletic Club, 758 North Broadway,411 East Wisconsin Center Lobby Conference Room, located at 411 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202. The Board has named four (4) nominees to be elected as directors of the Board. At the Special Meeting, shareholders of the Fund will be asked to elect the four (4) nominees to the Board (the “Proposal”) and to conduct such business properly raised before the meeting and any adjournment or postponement of the meeting.

     After careful consideration, the Board unanimously recommends that the Fund’s shareholders vote “FOR” the Proposal.

Enclosed are the following materials:

• • A Notice of Special Meeting of Shareholders, which summarizes the Proposal on which you are beingaskedbeing asked to vote; and

• • A proxy statement, which provides detailed information on the Proposal and why the Proposal is beingmade.being made.

     We encourage you to review the enclosed materials carefully. As a shareholder of the Fund, your vote is important, and we hope that you will respond today to ensure that your shares will be represented at the Special Meeting. You may vote in one of the following ways:

• • By calling the toll-free telephone number listed on the enclosed proxy card;

• • By internet at the website address listed on the enclosed proxy card;

• • By returning the enclosed proxy card in the postage-paid envelope; or

• • In person at the Special Meeting.

As always, we appreciate your support.

Sincerely,

Lawrence J. Pavelec
Senior Vice President and Secretary

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Please vote now. Your vote is important.

     To avoid the wasteful and unnecessary expense of further solicitation, we urge you to promptly indicate your vote on the enclosed proxy card, date and sign it, and return it in the envelope provided, or record your voting instructions by telephone or via the internet, no matter how large or small your holdings may be. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares at the Special Meeting.IF YOU SUBMIT A PROPERLY EXECUTEDPROXY BUT DO NOT INDICATE HOW YOU WISH YOUR SHARES TO BE VOTED, YOUR SHARESWILL BE VOTED “FOR” THE ELECTION OF THE FOUR (4) DIRECTORS.

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QUESTIONS & ANSWERS

     We recommend that you read the enclosed proxy statement (the “Proxy Statement”) in its entirety. For your convenience, we have provided a brief overview of the voting process and proposal to be voted on.

     Important additional information about the Proposal is set forth in the accompanying Proxy Statement. Please read it carefully.

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NICHOLAS FUND, INC.
700 North Water Street411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(800) 544-6547

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 3, 2017MARCH 11, 2022

To the Shareholders of Nicholas Fund, Inc.:

     This is to notify you that a special meeting (the “Special Meeting”) of shareholders of Nicholas Fund, Inc. (the “Fund”), a Maryland corporation, will be held on April 3, 2017,March 11, 2022, at 10:9:00 a.m., Central Time, at the Milwaukee Athletic Club,411 East Wisconsin Center Lobby Conference Room, located at 758 North Broadway,411 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, for the following purposes:

       1. To elect four (4) directors to the board of directors (the “Board”) of the Fund; and

     2.

     The Board has fixed the close of business on February 13, 2017January 21, 2022, as the record date for determination of shareholders of the Fund entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

     It is very important that your vote be received prior to the Special Meeting date.Voting instructions for shares held of record in the name of a nominee, such as a broker-dealer or director of an employee benefit plan, may be subject to earlier cut-off dates established by such intermediaries for receipt of such instructions.

     Your vote is important regardless of the size of your holdings in the Fund. Whether or not you expect to be present at the Special Meeting, please complete and sign the enclosed proxy card and return it promptly in the enclosed envelope. Certain shareholders may also vote by telephone or over the internet; please see pages 8 and 9 of the enclosed Proxy Statement for details. If you vote by proxy and then desire to change your vote or vote in person at the Special Meeting, you may revoke your proxy at any time prior to the votes being tallied at the Special Meeting. Please refer to the section of the enclosed Proxy Statement entitled “Voting Information and Requirements—Manner of Voting” for more information.

By Order of the Board of Directors,

February 16, 20171, 2022

viv

PROXY STATEMENT
NICHOLAS FUND, INC.
700 North Water Street411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(800) 544-6547

     This proxy statement (the “Proxy Statement”) is furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Nicholas Fund, Inc., an open-end investment company registered under the Investment Company of 1940, as amended (the “1940 Act”), organized as a Maryland corporation (the “Fund”), for use at a special meeting of shareholders of the Fund (the “Special Meeting”). The Special Meeting will be held on April 3, 2017,March 11, 2022, at 10:9:00 a.m., Central Time, at the Milwaukee Athletic Club,411 East Wisconsin Center Lobby Conference Room, located at 758 North Broadway,411 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202. Shareholders of record of the Fund as of the close of business on February 13, 2017January 21, 2022 (the “Record Date”) are entitled to vote at the Special Meeting. The Notice of Special Meeting of Shareholders, this Proxy Statement and the enclosed proxy card are being mailed to shareholders on or about February 21, 2017.1, 2022.

     The Fund provides periodic reports to its shareholders whichthat highlight relevant information, including investment results and a review of portfolio changes. Copies of the Fund’s annual and semiannual reports have previously been made available electronically or mailed to shareholders.You may receive an additional copy of the Fund’s most recent annual and semiannual report, without charge, by calling 800-544-6547 (toll-free) or by writing to the Fund at 700 North Water Street,411 E. Wisconsin Ave., Ste. 2100, Milwaukee, Wisconsin 53202.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON APRIL 3, 2017.MARCH 11, 2022. The Notice of Special Meeting of Shareholders and this Proxy Statement are available on the internet athttps://proxyonline.com/vote.proxyonline.com/nicholas/ docs/nicholas2017.pdf.2022specialmeeting.pdf.

PROPOSAL: Election of Directors

     The only item of business that the Board expects will come before the Special Meeting is the proposal to elect four (4) directors to the Board of the Fund (the “Proposal”).

The four (4) nominees to be elected to the Board are:

John A. Hauser
Timothy P. Reiland
Jay H. RobertsonDavid O. Nicholas
David O. NicholasP. Pelisek
Julie M. Van Cleave

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     John A. Hauser, TimothyDavid P. ReilandPelisek and Jay H. RobertsonJulie M. Van Cleave are non-interested director nominees, while David O. Nicholas is an interested director nominee, as defined by the 1940 Act. The one director1940Act.The three directors who currently servesserve on the board is Jay H. Robertson,are David P. Pelisek, John A. Hauser and he is aDavid O. Nicholas, and Mr. Pelisek and Mr. Hauser are non-interested director.directors. If you elect the four (4) directors nominated here, then 75% of the individuals serving on the Board will qualify as non-interested directors.

     If elected, each director will serve until the next meeting of shareholders called for the purpose of electing directors, if any, or until a successor is elected and qualified, or until their earlier death, resignation or removal. Unless you do not authorize it, your proxy will be voted in favor of the four (4) nominees. The affirmative vote of the holders of a plurality of the Fund’s shares represented at the meeting is required for the election of a director to the Board. Because the election of the four (4) nominees is not contested, it would be expected that each nominee will become a director as long as at least one (1) vote is cast for each nominee. Each nominee has agreed to be named in this proxy statement and to serve if elected. The current directors of the Fund have no reason to believe that any of the nominees will become unavailable for election as directors. However, if that should occur before the Special Meeting, your proxy will be voted for the individuals recommended by the directors.

     Pertinent information regarding each nominee’s principal occupation and business experience during at least the past five years, number of portfolios overseen and other directorships held is set forth below. The mailing address for each of the nominees is 700 North Water Street, Suite 1010,411 E. Wisconsin Ave., Ste. 2100, Milwaukee, Wisconsin 53202. Each of the nominees was recommended as a nominee by the Board and the Lead Portfolio Manager of the Fund.

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INFORMATION REGARDING DIRECTOR NOMINEES

Non-Interested Nominees

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2

(1) Until duly elected or re-elected at the next meeting of shareholders called for the purpose of electing directors, if any, or until their successors are elected and qualified.

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Experience, Qualifications and Skills of Board Members and Board Nominees

      The following table discusses some of the experiences, qualifications and skills of the Board Members, including the Board Nominees,Nominee, that support the conclusion that they should serve (or continue to serve) on the Board:

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     The Board Members, including a majority of the Independent Board Members, of the Fund have selected Deloitte & Touche LLP (“Deloitte”) as the independent registered public accounting firm for the 20172022 fiscal year.

     No representatives of Deloitte are expected to be present at the Special Meeting, but will be available if needed to respond to appropriate questions.

     The Board does not havehas a standing audit committee because(the “Audit Committee”). The Audit Committee consists of all the Independent Directors, namely John A. Hauser and David P. Pelisek. Mr. Pelisek serves as chairman of the Audit Committee.

     The Audit Committee is responsible for selecting the independent directors performregistered public accounting firm for the functions such as thoseFund and oversees the preparation of an audit committee. The Board alsothe Fund’s financial statements. In this capacity, theAudit Committee meets periodicallyat least annually with the Fund’s outside auditorsindependent registered public accounting firm to discuss financial reportingany issues surrounding the preparation and audit issues,of the Fund’s financial statements. The Audit Committee also discusses with the independent registered public accounting firm the strengths and weaknesses of the systems and operating procedures employed in connection with the preparation of the Fund’s financial statements, pricing procedures and the like, as well as the performance and cooperation of staff members responsible for these functions.

     The Audit Committee is primarily responsible for overseeing with Fund management the Fund’s major financial risk exposures, including the risk relatingof fraud or error, and the steps management has taken to financial controls.monitor and control these exposures, including the Fund’s risk assessment and risk management policies and to aid its oversight and evaluation, the Audit Committee obtains regular periodic reports and other information from the Fund’s management and Chief Compliance Officer regarding the Fund’s operations. While the Board provides risk oversight, the management of the Fund’s risks is carried out on a day-to-day basis by the Adviser, and other Fund service providers. Although the risk management policies and procedures of the Adviser and other Fund service providers are reasonably designed to be effective, there can be no guarantee that they will be effective. The Audit Committee was established in 2020 and a written charter was adopted on May 4, 2020. The Audit Committee held two meetings during the fiscal year ended March 31, 2021.

     The following table sets forth the fees billed by Deloitte for the two most recent fiscal years for all audit, non-audit, tax and all other services provided directly to the Fund. The fee information in the following table is presented under the following captions:

     Audit Fees:fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements, including out-of-pocket expenses.

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     Audit-Related Fees:fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulatorsregulators.

     Tax Fees:fees associated with tax compliance and/or tax preparation, tax advice and tax planning, as applicable. Tax compliance and preparation include services such as the filing or amendment of federal, state or local income tax returns, and services relating to regulated investment company qualification reviews, taxable income and tax distribution calculations. All of the fees included under “Tax Fees” relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relate to tax advice, tax planning or tax consulting.

     All Other Fees:fees for products and services provided to the Fund other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

     The independent directors of the Fund comply with applicable laws and regulations with regard to the pre-approval of services. The engagement of Deloitte and the Fund’s independent registered public accounting firm and the provision of audit, audit-related, tax and non-audit compliance services to the Fund on an annual basis require specific pre-approval by the independent directors of the Fund.

     For the Fund’s two most recently completed fiscal years, there were no services rendered by Deloitte to the Fund for which the general pre-approval requirement was waived.

     All of the fees included under “Tax Fees” relate solely to services provided for tax compliance and/or tax preparation, and none of such fees relate to tax advice, tax planning or tax consulting.

There were no fees for non-audit services provided to the Fund, Nicholas Company, Inc. (the “Adviser”) and any affiliated service providers for which pre-approval by the Fund’s independent directors was required for the most recent fiscal year and for the prior fiscal year.

     The Fund’s independent directors have considered the provision of non-audit services that were rendered by Deloitte to the Fund, its AdviseritsAdviser and any affiliate service providers that were not pre-approved (and did not require pre-approval) in connection with determining such auditor’s independence. All services provided by Deloitte to the Fund, its AdviseritsAdviser and each of its affiliated service providers that required pre-approval were pre-approved during the Fund’s most recently completed fiscal year.

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ADDITIONAL INFORMATION

Nominating and Governance Committee

     The Fund does not havehas a standing nominating committee. The independent directors function as the Fund’s nominatingand governance committee (the “Nominating and Governance Committee”). Among other things,The Nominating and Governance Committee consists of all the Independent Directors, namely John A. Hauser and David P. Pelisek. Mr. Hauser serves as chairman of the Nominating Committee screens and selects candidates for nomination to the Board of Directors. Each of the nominees to be elected at the Special Meeting was recommended as a nominee by the Board and the Lead Portfolio Manager. The Fund does not have a charter for nominations, and the Fund does not pay any fees to a third party to identify or evaluate, or assist in identifying or evaluating, potential nominees. In addition, the Nominating Committee seeks a diverse set of nominees, but the Nominating Committee has not adopted a formal policy with regard to the consideration of diversity.Governance Committee.

     The Nominating and Governance Committee will consider nomineesnominates candidates for director recommended by stockholders. As of the date hereof, the Fund has not received a recommended nominee from any stockholder. Stockholders wishing to send communicationsappointment to the Board of Directors regardingto fill vacancies and to nominate candidates for election and re-election to the Board as and when required. The Nominating and Governance Committee generally accepts recommendations for nominations by shareholders of the Fund made within one year prior to the appointment or election of a potential nominee may communicate with membersDirector. The Nominating and Governance Committee is also responsible for general governance matters of the Board, of Directors by submittingsuch as identifying and recommending best practices, policies, and procedures for the Board. Nominations should be sent to Nicholas Company, Inc., Attention: Chief Compliance Officer, 411 East Wisconsin Avenue, Suite 2100, Milwaukee, WI 53202. The Nominating and Governance Committee was established in 2020 and a written communication directed tocharter was adopted on May 4, 2020. The Nominating and Governance Committee held one meeting during the Board of Directors in care of the Fund’s secretary at 700 North Water Street, Milwaukee, Wisconsin 53202.fiscal year ended March 31, 2021.

     When considering a nominee, whether such nominee was recommended by stockholders or otherwise, the Nominating and Governance Committee looks for certain qualities, including, without limitation, business experience, high ethical standards and an understanding of financial instruments and markets.

Fund Annual Report

     The Fund has previously made electronically available or sent its Annual Report to its shareholders for the period ended March 31, 2016.2021. You can obtain a copy of this Report, or the most recent Semiannual Report, without charge by writing to the Fund at 700 North Water Street,411 E. Wisconsin Ave., Ste. 2100, Milwaukee, Wisconsin 53202 or by calling 800-544-6547 (toll-free).

Outstanding Shares and Significant Shareholders

     Only shareholders of record at the close of business on the Record Date are entitled to vote at the Special Meeting. The number of shares of the Fund outstanding as of the close of business on Record Date of January 21, 2022, was 44,583,867.044.44,787,115.367.

     As of February 13, 2017,January 21, 2022, the Fund believes that the Directors and officers of the Adviser, individually and as a group, owned beneficially approximately two percent0.39% of the outstanding shares of the Fund.

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     As of February 13, 2017,January 21, 2022, the following persons owned beneficially 5% or more of the outstanding shares of the Fund:

     No other persons are known to the Fund to own beneficially or of record 5% or more of the shares of the Fund as of February 13, 2017.January 21, 2022.

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     Required Vote.Approval of the Proposal (i.e., election of the directors) will require the affirmative vote of the holders of a plurality of all the votes cast at the Special Meeting (assuming a quorum is present). Because the election of the four (4) nominees is not contested, it would be expected that each nominee will become a director as long as at least one (1) vote is cast for each nominee. The Board has fixed the Record Date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting.

     Proxies.If a proxy authorization (a “proxy”) is properly given in time for a vote at the Special Meeting (either by returning the paper proxy card or by submitting a proxy by telephone or over the internet), the shares of the Fund represented thereby will be voted at the Special Meeting in accordance with the shareholder’s instructions. The proxy grants discretion to the persons named therein, as proxies, to take such further action as they may determine appropriate in connection with any other matter, which may properly come before the Special Meeting, or any adjournments or postponements thereof. All properly executed proxies received prior to the Special Meeting will be voted in accordance with the instructions marked thereon or otherwise as provided therein. Unless instructions to the contrary are marked, properly executed proxies will be voted in favor of the Proposal. See “Manner of Voting” below.

     Quorum; Abstentions; Broker Non-Votes; Adjournments.One-half of the outstanding shares of the Fund entitled to vote on the Proposal as of the Record Date must be present in person or by proxy to have a quorum to conduct business at the Special Meeting.

     For purposes of determining the presence of a quorum for transacting business at the Special Meeting and determining whether sufficient votes have been received for approval of the Proposal (i.e., the election of directors), abstentions and “broker non-votes”, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum at the Special Meeting. “Broker non-votes” are shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power or (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the shares will be voted.

     Broker-dealer firms holding shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the Proposal before the Special Meeting. Such broker-dealer firms may, for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The Proposal is a “routine” matter and beneficial owners of shares in the Fund who do not provide proxy instructions or

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vote shares with respect to which it has not received specific voting instructions from its customers. In those cases, the service agent may, but is not required to, vote such shares in the same proportion as those shares for which the service agent has received voting instructions.

     If you beneficially own shares that are held in “street name” through a broker-dealer or that are held of record by a service agent, and if you do not give specific voting instructions for your shares, they may not be voted at all or, as described above, they may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to give your broker-dealer or service agent specific instructions as to how you want your shares to be voted.

     If a shareholder vote is called and a quorum is not present at the Special Meeting, a majority of the shareholders present at such meeting may adjourn the Special Meeting for up to 120 days without further notice other than announcement at the Special Meeting. At any adjourned Special Meeting at which a quorum is present, any action may be taken that could have been taken at the Special Meeting originally called.

     Other Business; Shareholder Proposals.Under Maryland law, the only matters that may be acted on at the Special Meeting are those stated in the Notice of Special Meeting of Shareholders. Accordingly, other than procedural matters relating to the Proposal to elect the directors to the Board, no other business may properly come before the Special Meeting. If any such procedural matter requiring a vote of shareholders should arise, the persons named as proxies will vote such procedural matter in accordance with their discretion, unless the shareholder entitled to vote the shares has previously sent written instructions to the contrary.

Manner of Voting

     Fund shareholders may vote by appearing in person at the Special Meeting, or may authorize proxies by returning the enclosed proxy card or via telephone or the internet using the instructions provided on the enclosed proxy card. Any shareholder who has given a proxy, whether in written form, by telephone or over the internet, may revoke it at any time prior to its exercise by submitting a subsequent written, telephonic or electronic proxy, by giving written notice of revocation to the Secretary of the Adviser, or by voting in person at the Special Meeting.

     By Mail.To authorize your proxies by mail, you should date and sign the proxy card included with this Proxy Statement, indicate your vote on the proposal, and return the form in the envelope provided.

     By Telephone.There are two convenient methods toTo authorize your proxyproxies by telephone. Iftelephone, and if available for your account, a toll-free telephone number will be printed on your proxy card. Prior to calling, you should read this Proxy Statement and have your proxy card at hand. (Please note, however, that telephone authorization may not be available to shareholders

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whose shares are held by a broker or other intermediary on the shareholder’s behalf.) First, youYou may use the automated touch-tone voting method by calling the toll-free number provided on the proxy card. At the prompt, follow the menu.

     Second, a separate toll-free number is provided on the proxy card for shareholders who wish to speak to a telephone representative directly and give verbal instructions. The telephone representative will assist the shareholder with the voting process. The representative will not be able to assist a shareholder with information that is not contained in this Proxy Statement, and the representative will not make recommendations on how to vote on the Proposal.

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                                                                            SIGN, DATE AND VOTE ON THE REVERSE SIDE

YOUR VOTE IS IMPORTANT NO
MATTER HOW MANY SHARES
YOU OWN. PLEASE CAST YOUR
PROXY VOTE TODAY!

 

NICHOLAS FUND, INC.

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 11, 2022

The undersigned, revoking prior proxies, hereby appoints Lawrence J. Pavelec and Jason T. Thompson, and each of them, as attorneys-in-fact and proxies of the undersigned, granted in connection with the voting of the shares subject hereto with full power of substitution, to vote shares held in the name of the undersigned on the record date at the Special Meeting of Shareholders of Nicholas Fund, Inc. (the “Fund”) to be held at 411 East Wisconsin Center, 411 E. Wisconsin Avenue, Lobby Conference Room, Milwaukee, Wisconsin 53202, at 9:00 a.m. Central Time, or at any adjournment thereof, upon the Proposal described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned.

Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call toll-free 1-866-416-0565. Representatives are available to assist you Monday through Friday 9 a.m. to 10 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on March 11, 2022. The proxy statement for this meeting is available at: https://vote.proxyonline.com/nicholas/docs/2022specialmeeting.pdf

[PROXY ID NUMBER HERE]                                                                    [BAR CODE HERE]                                                                                [CUSIP HERE]

This proxy is solicited on behalf of the Fund’s Board of Directors, and the Proposals have been unanimously approved by the Board of Directors and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposals if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting.

THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSALS.

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: ●

1. Election of Directors

THANK YOU FOR VOTING

[PROXY ID NUMBER HERE]                                                                 [BAR CODE HERE]                                                                                [CUSIP HERE]