Nicholas Fund (NICSX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES
Investment Company Act file number 811-01728
Nicholas Fund, Inc.
(Exact Name of Registrant as specified in charter)
411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices)	(Zip Code)
Jennifer R. Kloehn, Senior Vice President and Treasurer
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)

Registrant's telephone number, including area code: 414-272-4650

Date of fiscal year end: 03/31/2018

Date of reporting period: 09/30/2017

Item 1. Report to Stockholders.

SEMIANNUAL REPORT

September 30, 2017

NICHOLAS FUND, INC.

WWW.NICHOLASFUNDS.COM

NICHOLAS FUND, INC.

November 2017

Dear Fellow Shareholders:

     We believe there is a synchronized global economic expansion happening, helping to drive U.S. economic GDP (gross domestic product) growth to greater than 3% over the last six months. This has helped push corporate earnings to record levels. The Federal Reserve Board has begun the process of unwinding their balance sheet and raising short-term interest rates. Inflation remains low, consumer confidence is high, and employment is strong. Also, the proposed federal tax reform/reduction legislation is expected to drive further economic growth. This backdrop has allowed stocks to rise to all-time highs in the U.S. and abroad with technology stocks leading the way. Concerns for investors would be the political environment, geopolitical maneuvering, rising interest rates, and valuations which are high by historical standards.

     For the six-month period ended September 30, 2017, Nicholas Fund had a 4.73% return compared to 7.71% for the Standard & Poor’s 500 Index and 10.84% for the Russell 1000 Growth Index. Performance of Nicholas Fund, Inc. (the “Fund”) during the six-month period was driven by strong returns in the materials, financial, health care and information technology sectors. Performance was hindered, on a relative basis, by the consumer discretionary, consumer staples, energy and industrial sectors. Returns for the Fund and selected indices are provided in the chart below for the periods ended September 30, 2017.

								Average Annual Total Return
		6 Month			1	Year		3	Year		5	Year		10	Year		40	Year
Nicholas Fund, Inc.		4.73	%		12.24	%		6.21	%		13.12	%		8.92	%		12.56	%
Standard & Poor’s 500 Index		7.71	%		18.61	%		10.81	%		14.22	%		7.44	%		11.64	%
Russell 1000 Growth Index		10.84	%		21.94	%		12.69	%		15.26	%		9.08	%		N/A
Consumer Price Index		1.08	%		2.23	%		1.23	%		1.30	%		1.68	%		3.54	%
Ending value of $10,000 invested
in Nicholas Fund, Inc.	$	10,473		$	11,224		$	11,980		$	18,525		$	23,497		$	1,136,416
Fund’s Expense Ratio (from 07/31/17 Prospectus): 0.72%

Performance data quoted represents past performance and is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by visiting www.nicholasfunds.com/returns.html.

The Fund’s returns are reduced by expenses, while the market indices are not. The ending values above illustrate the performance of a hypothetical $10,000 investment made in the Fund over the timeframes listed. Assumes reinvestment of dividends and capital gains. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. These figures do not imply any future performance.

     As of September 30, 2017, the Fund held 57 stocks with a cash position of approximately 5%. Sector weightings of the Fund were as follows: information technology 25.15%, health care 16.81%, consumer discretionary 15.99%, industrials 13.46%, financials 9.92%, materials 4.66%, consumer staples 4.60%, real estate 2.35% and energy 1.70%.

     We believe the longer-term results and the absolute returns of the Fund have been satisfactory. The Fund has outperformed the S&P 500 Index over the longer 10- and 40-year periods ended September 30, 2017. The Fund’s near-term relative performance has been less satisfactory. Most of this under performance in the shorter terms is a result of the Fund’s underweighting in the FANG (Facebook, Amazon, Netflix, and Google) stocks as well as other technology oriented

securities. These stocks have had tremendous growth and tremendous stock returns. About one year ago, the Fund did purchase Facebook, Amazon, and Google, along with Apple and some other technology stocks. So far, we have been happy with the performance of these securities and continue to monitor their progress and valuations. The other short-term issue the Fund experienced that negatively affected performance was the collapse in Valeant stock at the end of 2015 and into 2016. The Fund no longer has a position in that security.

     Looking forward, the market and many individual stocks are trading at historically high valuations leaving us somewhat cautious and believing future returns maybe somewhat muted from these levels. As mentioned, we believe there is a synchronized global economic expansion underway allowing companies to grow earnings at a nice clip supporting potential future returns. We continue to look for and hold what we believe are high quality companies that have competitive advantages and can grow earnings, selling at reasonable valuations.

Thank you for your continued interest in the Nicholas Fund.

Sincerely,

David O. Nicholas                                                     Michael L. Shelton
Lead Portfolio Manager                                              Co-Portfolio Manager

Mutual fund investing involves risk. Principal loss is possible. Investing in small and medium-sized companies involves greater risks than those associated with investing in large company stocks, such as business risk, stock price fluctuations and liquidity.

Earnings growth is not representative of the Fund’s future performance.

Opinions expressed are subject to change at any time, are not guaranteed and should not be considered investment advice.

Please refer to the Schedule of Investments in the report for complete Fund holdings information. Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security.

Diversification does not assure a profit or protect against loss in a declining market.

The S&P 500 Index is a broad based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general. The Russell 1000® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Consumer Price Index (seasonally adjusted) represents changes in prices of all goods and services purchased for consumption by urban households. One cannot invest directly in an index.

While the Fund is no-load, there are management fees and operating expenses that do apply. Such fees and expenses are described in the Fund’s prospectus.

Gross Domestic Product (GDP): The broadest quantitative measure of a nation’s total economic activity. More specifically, GDP represents the monetary value of all goods and services produced within a nation’s geographic borders over a specified period of time.

Must be preceded or accompanied by a prospectus.

The Nicholas Funds are distributed by Quasar Distributors, LLC.

Financial Highlights (NICSX)

For a share outstanding throughout each period

		Six Months
		Ended
		09/30/2017						Years Ended March 31,
		(unaudited)			2017			2016			2015			2014			2013
NET ASSET VALUE,
BEGINNING OF PERIOD	$	65.52		$	61.78		$	71.57		$	65.28		$	55.01		$	47.85
INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment income		.14	(1)		.37	(1)		.44			.22			.14			.09
Net gain (loss) on securities
(realized and unrealized)		2.82			5.59			(6.35	)		11.93			13.23			9.70
Total from investment
operations		2.96			5.96			(5.91	)		12.15			13.37			9.79
LESS DISTRIBUTIONS
From net investment income		(.18	)		(.44	)		(.39	)		(.21	)		(.33	)		(.02	)
From net capital gain		(5.18	)		(1.78	)		(3.49	)		(5.65	)		(2.77	)		(2.61	)
Total distributions		(5.36	)		(2.22	)		(3.88	)		(5.86	)		(3.10	)		(2.63	)
NET ASSET VALUE,
END OF PERIOD	$	63.12		$	65.52		$	61.78		$	71.57		$	65.28		$	55.01
TOTAL RETURN		4.73	%(2)		9.87	%		(8.68	)%		19.51	%		24.78	%		21.52	%
SUPPLEMENTAL DATA:
Net assets, end of period (millions)	$	2,756.3		$	2,850.4		$	3,274.3		$	3,650.5		$	2,716.4		$	1,976.0
Ratio of expenses
to average net assets.		.72	%(3)		.72	%		.72	%		.72	%		.73	%		.74	%
Ratio of net investment income
to average net assets.		.44	%(3)		.58	%		.65	%		.34	%		.26	%		.18	%
Portfolio turnover rate		19.47	%(3)		40.90	%		28.84	%		21.94	%		24.66	%		25.23	%

(1)	Computed based on average shares outstanding.
(2)	Not annualized.
(3)	Annualized.

The accompanying notes to financial statements are an integral part of these highlights.

– 3–

Top Ten Equity Portfolio Holdings

September 30, 2017 (unaudited)

	Percentage
Name	of Net Assets
Charles Schwab Corporation (The)	3.49	%
Mastercard Incorporated – Class A	3.25	%
Thermo Fisher Scientific Inc.	3.16	%
Cisco Systems, Inc.	2.81	%
Microsoft Corporation	2.43	%
CBRE Group, Inc.	2.34	%
LKQ Corporation	2.28	%
Snap-on Incorporated	2.22	%
Aon plc	2.20	%
Cintas Corporation	2.17	%
Total of top ten	26.35	%

Sector Diversification (as a percentage of portfolio)
September 30, 2017 (unaudited)

– 4–

Fund Expenses

For the six month period ended September 30, 2017 (unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other operating expenses. The following table is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with those of other mutual funds.

The example is based on an investment of $1,000 made at the beginning of the period and held for the entire period.

The first line of the table below provides information about the actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund with other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as wire fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

		Beginning		Ending		Expenses Paid
		Account Value		Account Value		During Period*
		03/31/17		09/30/17		04/01/17 - 09/30/17
Actual	$	1,000.00	$	1,047.30	$	3.72
Hypothetical		1,000.00		1,021.37		3.67
(5% return before expenses)

*      Expenses are equal to the Fund’s six-month annualized expense ratio of 0.72%, multiplied by the average account value over the period, multiplied by 184 then divided by 365 to reflect the one-half year period.

– 5–

Schedule of Investments
September 30, 2017 (unaudited)
Shares or
Principal
Amount			Value
COMMON STOCKS — 94.54%
	Consumer Discretionary – Durables & Apparel — 2.68%
155,000	Mohawk Industries, Inc.*	$	38,364,050
835,000	Newell Brands Inc.		35,629,450
			73,993,500
	Consumer Discretionary – Media — 1.94%
924,000	CBS Corporation – Class B		53,592,000
	Consumer Discretionary – Retailing — 8.71%
52,500	Amazon.com, Inc.*		50,470,875
270,000	Home Depot, Inc. (The)		44,161,200
1,742,782	LKQ Corporation*		62,722,724
247,476	O’Reilly Automotive, Inc.*		53,298,906
130,000	Ulta Beauty, Inc.*		29,387,800
			240,041,505
	Consumer Discretionary – Services — 2.63%
245,000	McDonald’s Corporation		38,386,600
635,000	Starbucks Corporation		34,105,850
			72,492,450
	Consumer Staples – Food & Staples Retailing — 1.75%
625,000	Walgreens Boots Alliance, Inc.		48,262,500
	Consumer Staples – Food, Beverage & Tobacco — 2.85%
700,000	Mondelez International, Inc. – Class A		28,462,000
450,000	Philip Morris International Inc.		49,954,500
			78,416,500
	Energy — 1.70%
1,800,000	Enterprise Products Partners L.P.		46,926,000
	Financials – Banks — 0.67%
310,000	East West Bancorp, Inc.		18,531,800
	Financials – Diversified — 5.59%
304,505	Affiliated Managers Group, Inc.		57,804,184
2,200,000	Charles Schwab Corporation (The)		96,228,000
			154,032,184
	Financials – Insurance — 3.65%
415,000	Aon plc		60,631,500
280,000	Chubb Limited		39,914,000
			100,545,500

The accompanying notes to financial statements are an integral part of this schedule.

– 6–

Schedule of Investments (continued)

September 30, 2017 (unaudited)

Shares or
Principal
Amount			Value
COMMON STOCKS — 94.54% (continued)
	Health Care – Equipment & Services — 5.81%
501,254	DaVita Inc.*	$	29,769,475
330,100	Laboratory Corporation of America Holdings*		49,835,197
590,000	Medtronic Public Limited Company		45,884,300
295,000	Zimmer Biomet Holdings, Inc.		34,541,550
			160,030,522
	Health Care – Pharmaceuticals,
	Biotechnology & Life Sciences — 10.99%
132,500	Allergan plc		27,155,875
85,000	Biogen Inc.*		26,615,200
250,000	Celgene Corporation*		36,455,000
450,000	Gilead Sciences, Inc.		36,459,000
430,887	Merck & Co., Inc.		27,589,695
1,000,000	Pfizer Inc.		35,700,000
57,500	Regeneron Pharmaceuticals, Inc.*		25,709,400
460,688	Thermo Fisher Scientific Inc.		87,162,170
			302,846,340
	Industrials – Capital Goods — 5.36%
890,000	Fastenal Company		40,566,200
650,000	Fortive Corporation		46,013,500
411,100	Snap-on Incorporated		61,258,011
			147,837,711
	Industrials – Commercial & Professional Services — 6.53%
415,000	Cintas Corporation		59,876,200
1,686,000	Copart, Inc.*		57,947,820
275,000	Equifax Inc.		29,147,250
795,000	Nielsen Holdings plc		32,952,750
			179,924,020
	Industrials – Transportation — 1.56%
114,576	AMERCO		42,954,542
	Information Technology – Hardware & Equipment — 4.65%
330,000	Apple Inc.		50,859,600
2,300,000	Cisco Systems, Inc.		77,349,000
			128,208,600
	Information Technology – Semiconductors &
	Semiconductor Equipment — 2.91%
1,300,000	Intel Corporation		49,504,000
300,000	Skyworks Solutions, Inc.		30,570,000
			80,074,000

The accompanying notes to financial statements are an integral part of this schedule.

– 7–

Schedule of Investments (continued)

September 30, 2017 (unaudited)

	Shares or
	Principal
	Amount			Value
	COMMON STOCKS — 94.54% (continued)
		Information Technology – Software & Services — 17.57%
	56,500	Alphabet Inc. – Class A*	$	54,189,715
	325,000	Facebook, Inc. – Class A*		55,532,750
	340,000	Gartner, Inc.*		42,299,400
	235,000	International Business Machines Corporation		34,093,800
	635,000	Mastercard Incorporated – Class A		89,662,000
	900,000	Microsoft Corporation		67,041,000
	305,000	salesforce.com, inc.*		28,493,100
	280,000	ServiceNow, Inc.*		32,908,400
	450,000	Visa Inc. – Class A		47,358,000
	310,000	Workday, Inc.*		32,670,900
				484,249,065
		Materials — 4.65%
	300,000	Albemarle Corporation		40,893,000
	331,600	AptarGroup, Inc.		28,620,396
	1,420,802	Ball Corporation		58,679,123
				128,192,519
		Real Estate — 2.34%
	1,705,000	CBRE Group, Inc.*		64,585,400
		TOTAL COMMON STOCKS (cost $1,692,500,604)		2,605,736,658
	SHORT-TERM INVESTMENTS — 5.35%
		U.S. Government Securities – 4.53%
$	25,000,000	U.S. Treasury Bill 10/05/2017, 1.010%		24,997,926
	80,000,000	U.S. Treasury Bill 10/12/2017, 0.926%		79,979,707
	20,000,000	U.S. Treasury Bill 10/19/2017, 0.879%		19,991,819
				124,969,452
		Money Market Fund – 0.82%
	22,494,361	Morgan Stanley Liquidity Funds Government Portfolio
		(Institutional Class), 7-day net yield 0.90%		22,494,361
		TOTAL SHORT-TERM INVESTMENTS
		(cost $147,463,813)		147,463,813
		TOTAL INVESTMENTS
		(cost $1,839,964,417) — 99.89%		2,753,200,471
		OTHER ASSETS,
		NET OF LIABILITIES — 0.11%		3,096,798
		TOTAL NET ASSETS
		(basis of percentages above) — 100%	$	2,756,297,269
	* Non-income producing security.

The accompanying notes to financial statements are an integral part of this schedule.

– 8–

Statement of Assets and Liabilities

September 30, 2017 (unaudited)

ASSETS
Investments in securities at value (cost $1,839,964,417)	$	2,753,200,471
Receivables —
Investment securities sold		2,824,606
Dividend and interest		1,748,331
Capital stock subscription		8,613
Total receivables		4,581,550
Other		243,983
Total assets		2,758,026,004
LIABILITIES
Payables —
Due to adviser —
Management fee		1,520,753
Accounting and administrative fee		51,983
Total due to adviser		1,572,736
Other payables and accrued expense		155,999
Total liabilities		1,728,735
Total net assets	$	2,756,297,269
NET ASSETS CONSIST OF
Paid in capital	$	1,682,590,652
Net unrealized appreciation on investments		913,236,054
Accumulated undistributed net realized gain on investments		154,320,112
Accumulated undistributed net investment income		6,150,451
Total net assets	$	2,756,297,269
NET ASSET VALUE PER SHARE ($.50 par value,
200,000,000 shares authorized),offering price
and redemption price (43,665,129 shares outstanding)	$	63.12

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

– 9–

Statement of Operations
For the six months ended September 30, 2017 (unaudited)
INCOME
Dividend	$	15,632,047
Interest		705,040
Total income		16,337,087
EXPENSES
Management fee		9,175,733
Transfer agent fees		353,526
Accounting and administrative fees		311,988
Postage and mailing		72,930
Custodian fees		70,686
Printing		52,291
Insurance		43,646
Registration fees		28,877
Directors’ fees		18,788
Audit and tax fees		15,575
Accounting system and pricing service fees		8,279
Legal fees		5,184
Other operating expenses		25,181
Total expenses		10,182,684
Net investment income		6,154,403
NET REALIZED GAIN ON INVESTMENTS		154,316,891
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION
ON INVESTMENTS		(31,521,508	)
Net realized and unrealized gain on investments		122,795,383
Net increase in net assets resulting from operations	$	128,949,786

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

– 10 –

Statements of Changes in Net Assets

For the six months ended September 30, 2017 (unaudited) and the year ended March 31, 2017

		Six Months Ended
		09/30/2017			Year Ended
		(unaudited)			03/31/2017
INCREASE (DECREASE) IN
NET ASSETS FROM OPERATIONS
Net investment income	$	6,154,403		$	17,874,321
Net realized gain on investments		154,316,891			277,358,008
Change in net unrealized
appreciation/depreciation on investments		(31,521,508	)		(16,348,703	)
Net increase in net
assets resulting from operations		128,949,786			278,883,626
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income		(7,481,728	)		(20,671,574	)
From net realized gain on investments		(219,591,154	)		(84,471,947	)
Total distributions		(227,072,882	)		(105,143,521	)
CAPITAL SHARE TRANSACTIONS
Proceeds from shares issued
(423,377 and 2,060,580 shares, respectively)		27,059,727			129,431,066
Reinvestment of distributions
(3,484,388 and 1,601,141 shares, respectively)		214,115,671			99,459,594
Cost of shares redeemed
(3,743,993 and 13,157,964 shares, respectively)		(237,176,448	)		(826,556,118	)
Change in net assets derived
from capital share transactions		3,998,950			(597,665,458	)
Total decrease in net assets		(94,124,146	)		(423,925,353	)
NET ASSETS
Beginning of period		2,850,421,415			3,274,346,768
End of period (including accumulated
undistributed net investment income of
$6,150,451 and $7,477,776, respectively)	$	2,756,297,269		$	2,850,421,415

The accompanying notes to financial statements are an integral part of these statements.

– 11 –

Notes to Financial Statements

September 30, 2017 (unaudited)

These financial statements have been prepared pursuant to reporting rules for interim
financial statements. Accordingly, these financial statements do not include all of the
information and footnotes required by generally accepted accounting principles (“GAAP”) for
annual financial statements. These financial statements should be read in conjunction with the
financial statements and financial highlights and notes in the Fund’s Annual Report on Form
N-CSR for the year ended March 31, 2017.

These financial statements have not been audited. Management believes that these financial
statements include all adjustments (which, unless otherwise noted, include only normal
recurring adjustments) necessary for a fair presentation of the financial results for each
period shown.

(1) Summary of Significant Accounting Policies —
Nicholas Fund, Inc. (the “Fund”) is organized as a Maryland corporation and is registered
as an open-end, diversified management investment company under the Investment
Company Act of 1940, as amended. The primary objective of the Fund is long-term
growth. The following is a summary of the significant accounting policies of the Fund:

(a) Equity securities traded on a stock exchange will ordinarily be valued on the basis of
the last sale price on the date of valuation on the securities principal exchange, or if
in the absence of any sale on that day, the closing bid price. For securities
principally traded on the NASDAQ market, the Fund uses the NASDAQ Official
Closing Price. Investments in shares of open-end mutual funds, including money
market funds, are valued at their daily net asset value, which is calculated as of the
close of regular trading on the New York Stock Exchange. Debt securities, excluding
short-term investments, are valued at their current evaluated bid price as determined
by an independent pricing service, which generates evaluations on the basis of
dealer quotes for normal institutional-sized trading units, issuer analysis, bond
market activity and various other factors. Securities for which market quotations
may not be readily available are valued at their fair value as determined in good faith
by procedures adopted by the Board of Directors. Short-term investments
purchased at par are valued at cost, which approximates market value. Short-term
investments purchased at a premium or discount are stated at amortized cost, which
approximates market value. The Fund did not maintain any positions in derivative
instruments or engage in hedging activities during the year. Investment transactions
for financial statement purposes are recorded on trade date.

In accordance with Accounting Standards Codification (“ASC”) 820-10, “Fair Value
Measurements and Disclosures” (“ASC 820-10”), fair value is defined as the price
that the Fund would receive upon selling an investment in a timely transaction to an
independent buyer in the principal or most advantageous market of the investment.
ASC 820-10 established a three-tier hierarchy to maximize the use of observable
market data and minimize the use of unobservable inputs and to establish
classification of fair value measurements for disclosure purposes. Inputs refer
broadly to the assumptions that market participants would use in pricing the asset
or liability, including assumptions about risk, for example, the risk inherent in a
particular valuation technique used to measure fair value such as a pricing model
and/or the risk inherent in the inputs to the valuation technique. Inputs may be

– 12 –

Notes to Financial Statements (continued)

September 30, 2017 (unaudited)

observable or unobservable. Observable inputs are inputs that reflect the
assumptions market participants would use in pricing the asset or liability based on
market data obtained from sources independent of the reporting entity.
Unobservable inputs are inputs that reflect the reporting entity’s own assumptions
about the assumptions market participants would use in pricing the asset or liability
based on the best information available in the circumstances. The three-tier
hierarchy of inputs is summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical investments

Level 2 – other significant observable inputs (including quoted prices for similar
investments, interest rates, benchmark yields, bids, offers, transactions,
spreads and other relationships observed in the markets among market
securities, underlying equity of the issuer, proprietary pricing models,
credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in
determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities.

The following is a summary of the inputs used as of September 30, 2017 in valuing
the Fund’s investments carried at value:

		Investments
Valuation Inputs		in Securities
Level 1 –
Common Stocks(1)	$	2,605,736,658
Money Market Fund		22,494,361
Level 2 –
U.S. Government Securities		124,969,452
Level 3 –
None		—
Total	$	2,753,200,471
(1) See Schedule of Investments for further detail by industry.

There were no transfers between levels during the period ended September 30,
2017 and the Fund did not hold any Level 3 investments during the period.

(b) Net realized gain (loss) on portfolio securities was computed on the basis of
specific identification.

(c) Dividend income is recorded on the ex-dividend date, and interest income is
recognized on an accrual basis. Non-cash dividends, if any, are recorded at value
on date of distribution. Generally, discounts and premiums on long-term debt
security purchases, if any, are amortized over the expected lives of the respective
securities using the effective yield method.

– 13 –

Notes to Financial Statements (continued)

September 30, 2017 (unaudited)

(d) Provision has not been made for federal income taxes or excise taxes since the
Fund has elected to be taxed as a “regulated investment company” and intends to
distribute substantially all net investment income and net realized capital gains on
sales of investments to its shareholders and otherwise comply with the provisions
of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies.

(e) Dividends and distributions paid to shareholders are recorded on the ex-dividend
date. Distributions from net investment income are generally declared and paid at
least semiannually. Distributions of net realized capital gain, if any, are declared and
paid at least annually.

The amount of distributions from net investment income and net realized capital
gain are determined in accordance with federal income tax regulations, which may
differ from U.S. generally accepted accounting principles (“U.S. GAAP”) for
financial reporting purposes. Financial reporting records are adjusted for permanent
book-to-tax differences to reflect tax character.

The tax character of distributions paid during the six months ended September 30,
2017 and the year ended March 31, 2017 was as follows:

		09/30/2017		03/31/2017
Distributions paid from:
Ordinary income	$	7,481,728	$	20,671,574
Long-term capital gain		219,591,154		84,471,947
Total distributions paid	$	227,072,882	$	105,143,521

As of September 30, 2017, investment cost for federal tax purposes was
$1,837,691,544 and the tax basis components of net assets were as follows:

Unrealized appreciation	$	943,832,058
Unrealized depreciation		(28,323,131	)
Net unrealized appreciation	$	915,508,927

The difference between book-basis and tax-bass unrealized appreciation is
attributable primarily to the tax deferral of wash sales losses and holdings in
partnership interests.

The Fund had no material uncertain tax positions and has not recorded a liability for
unrecognized tax benefits as of September 30, 2017. Also, the Fund recognized no
interest and penalties related to uncertain tax benefits during the period ended
September 30, 2017. At September 30, 2017, the fiscal years 2014 through 2017
remain open to examination in the Fund’s major tax jurisdictions.

(f) The Fund is considered an investment company under U.S. GAAP and follows the
accounting and reporting guidance applicable to investment companies in the
Financial Accounting Standards Board (“FASB”) ASC 946, Financial Services –
Investment Companies. U.S. GAAP guidance requires management to make
estimates and assumptions that effect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from estimates.

– 14 –

Notes to Financial Statements (continued)

September 30, 2017 (unaudited)

(g) In the normal course of business the Fund enters into contracts that contain general
indemnification clauses. The Fund’s maximum exposure under these arrangements
is unknown, as this would involve future claims against the Fund that have not yet
occurred. Based on experience, the Fund expects the risk of loss to be remote.

(h) In connection with the preparation of the Fund’s financial statements, management
evaluated subsequent events after the date of the Statement of Assets and
Liabilities of September 30, 2017. There have been no material subsequent events
since September 30, 2017 that would require adjustment to or additional disclosure
in these financial statements.

(2) Related Parties —
(a) Investment Adviser and Management Agreement —

The Fund has an agreement with Nicholas Company, Inc. (with whom certain
officers and directors of the Fund are affiliated) (the “Adviser”) to serve as
investment adviser and manager. Under the terms of the agreement, a monthly fee
is paid to the Adviser based on an annualized fee of 0.75% of the average net asset
value up to and including $50 million and 0.65% of the average net asset value in
excess of $50 million.

The Adviser may be paid for accounting and administrative services rendered by its
personnel, subject to the following guidelines: (i) up to five basis points, on an
annual basis, of the average net asset value of the Fund up to and including
$2 billion and up to three basis points, on an annual basis, of the average net asset
value of the Fund greater than $2 billion, based on the average net asset value of
the Fund as determined by valuations made at the close of each business day of
each month, and (ii) where the preceding calculation results in an annual payment
of less than $50,000, the Adviser, in its discretion, may charge the Fund up to
$50,000 for such services.

(b) Legal Counsel —

A director of the Adviser is affiliated with a law firm that provides services to the
Fund. The Fund incurred expenses of $2,934 for the six- month period ended
September 30, 2017 for legal services rendered by this law firm.

(3) Investment Transactions —
For the period ended September 30, 2017, the cost of purchases and the proceeds from
sales of investment securities, other than short-term obligations, aggregated
$258,147,061 and $413,243,202, respectively.

– 15 –

Historical Record

(unaudited)

				Net
				Investment					Dollar		Growth of
		Net		Income			Capital Gain		Weighted		an Initial
		Asset Value		Distributions			Distributions		Price/Earnings		$10,000
		Per Share		Per Share			Per Share		Ratio(2)		Investment(3)
July 14, 1969(1)	$	6.59	$	—		$	—		—	$	10,000
March 31, 1985		29.24		0.6420			1.5760		13.2 times		69,858
March 31, 1986		35.26		0.5750			0.6100		15.8		87,699
March 31, 1987		39.94		0.8820			0.1870		16.3		102,387
March 31, 1988		32.15		1.8400			4.0340		14.1		98,557
March 31, 1989		35.27		1.0250			0.4510		13.2		113,155
March 31, 1990		37.72		0.9240			1.0540		14.9		127,360
March 31, 1991		42.99		0.7900			0.2250		16.9		149,180
March 31, 1992		49.68		0.6790			0.8240		19.4		178,011
March 31, 1993		52.91		0.6790			2.0420		18.5		200,098
March 31, 1994		51.10		0.8175			1.0470		16.7		200,182
March 31, 1995		52.22		0.7070			3.3170		17.2		221,970
March 31, 1996		63.81		0.5650			4.0945		21.0		293,836
March 31, 1997		67.11		0.4179			5.3166		21.7		336,973
March 31, 1998		93.98		0.3616			5.8002		30.0		508,762
March 31, 1999		85.20		0.5880			8.2716		31.7		509,446
March 31, 2000		84.56		0.3114			5.9433		37.3		543,813
March 31, 2001		54.11		0.1900			19.2500		26.6		452,780
March 31, 2002		53.74		0.2360			—		23.8		451,627
March 31, 2003		40.37		0.1585			—		16.4		340,547
March 31, 2004		56.14		0.0905			—		19.4		474,406
March 31, 2005		60.05		0.0678			0.4100		19.4		511,476
March 31, 2006		61.49		0.2512			5.3194		18.4		574,151
March 31, 2007		57.85		0.8173			4.3310		16.6		588,783
March 31, 2008		45.03		0.2283			9.9501		17.4		550,664
March 31, 2009		27.71		0.1714			4.6096		12.1		376,093
March 31, 2010		44.00		0.0939			—		19.1		598,760
March 31, 2011		48.18		0.0297			3.7458		17.9		716,234
March 31, 2012		47.85		0.1844			3.3515		18.7		769,243
March 31, 2013		55.01		0.0144			2.6127		20.1		934,800
March 31, 2014		65.28		0.3265			2.7697		21.0		1,166,414
March 31, 2015		71.57		0.2066			5.6554		21.5		1,393,972
March 31, 2016		61.78		0.3937			3.4892		16.8		1,272,980
March 31, 2017		65.52		0.4386			1.7763		22.2		1,398,599
September 30, 2017		63.12		0.1764	(a)		5.1774	(a)	23.7		1,464,757

(1)	Date of Initial Public Offering.
(2)	Based on latest 12 months accomplished earnings.
(3)	Assuming reinvestment of all distributions.
(a)	Paid on June 7, 2017 to shareholders of record on June 6, 2017.

– 16 –

Approval of Investment Advisory Contract

(unaudited)

In April 2017, the Board of Directors of the Fund renewed the one-year term of the Investment Advisory Agreement by and between the Fund and the Adviser through April 2018. In connection with the renewal of the Investment Advisory Agreement, no changes to the amount or manner of calculation of the management fee or the terms of the agreement were proposed by the Adviser or adopted by the Board. For the fiscal year ended March 31, 2017, the management fee was 0.65% and the Fund’s total expense ratio (including the management fee) was 0.72%. In renewing the Investment Advisory Agreement, the Board carefully considered the following factors on an absolute basis and relative to the Fund’s peer group (i) the Fund’s expense ratio, which was low compared to the overall peer group; (ii) the Fund’s performance on a short-term and long-term basis; (iii) the Fund’s management fee; (iv) the range and quality of the services offered by the Adviser. The peer group fund data included mid- and large-cap blend and growth focused funds with similar asset sizes and a prospectus objective of growth. In terms of the peer group data used for performance comparisons, the Fund was ranked 31st, 21st, 14th and 6th out of 36 funds for the one-, three-, five- and ten-year periods ending March 31, 2017. The Fund had the tenth lowest expense ratio among its peer group. The Board also reviewed the Fund’s risk/return profile as measured by standard deviation and the Fund’s Morningstar rankings.

The Board considered the range of services to be provided by the Adviser to the Fund under the Advisory Agreement. The Board discussed the nature, extent, and quality of the services to be provided by the Adviser and concluded that the services provided were consistent with the terms of the advisory agreement and the needs of the Fund, and that the services provided were of a high quality. The Board considered the investment performance of the Fund and the Adviser. Among other things, the Board noted its consideration of the Fund’s performance relative to peer funds. The Board reviewed the actual relative short-term and long-term performance of the Fund. The Board agreed that the Fund demonstrated strong performance relative to benchmarks and its peers. The Board also discussed the extent to which economies of scale would be realized, and whether such economies were reflected in the Fund’s fee levels and concluded that the Adviser had been instrumental in holding down Fund costs, citing consistently low fees relative to comparable funds.

The Board considered the cost of services provided by the Adviser. The Board also considered the profits realized by the Adviser in connection with the management and distribution of the Fund, as expressed by the Adviser’s management in general terms. The Board expressed the opinion that given the Board’s focus on performance and maintaining a low fee structure that the Adviser’s profits were not relevant.

The Board determined that the Adviser had fully and adequately carried out the terms and conditions of its contract with the Fund. The Board expressed satisfaction with the Fund’s performance, management’s control of expenses and the rate of the management fee for the Fund and the overall level of services provided to the Fund by the Adviser.

– 17 –

Information on Proxy Voting

(unaudited)

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 800-544-6547 or 414-276-0535. It also appears in the Fund’s Statement of Additional Information, which can be found on the SEC’s website, www.sec.gov. A record of how the Fund voted its proxies for the most recent twelve-month period ended June 30, also is available on the Fund’s website, www.nicholasfunds.com, and the SEC’s website, www.sec.gov.

Quarterly Portfolio Schedule

(unaudited)

The Fund files its complete schedule of investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q’s are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

– 18 –

Privacy Policy

(unaudited)

     Nicholas Fund, Inc. respects each shareholder’s right to privacy. We are committed to safeguarding the information that you provide us to maintain and execute transactions on your behalf.

We collect the following non-public personal information about you:

*	Information we receive from you on applications or other forms, whether we receive the form in writing or electronically. This includes, but is not limited to, your name, address, phone number, tax identification number, date of birth, beneficiary information and investment selection.
*	Information about your transactions with us and account history with us. This includes, but is not limited to, your account number, balances and cost basis information. This also includes transaction requests made through our transfer agent.
*	Other general information that we may obtain about you such as demographic information.

WE DO NOT SELL ANY NON-PUBLIC PERSONAL INFORMATION ABOUT CURRENT OR FORMER SHAREHOLDERS.

INFORMATION SHARED WITH OUR TRANSFER AGENT, A THIRD PARTY COMPANY, ALSO IS NOT SOLD.

     We may share, only as permitted by law, non-public personal information about you with third party companies. Listed below are some examples of third parties to whom we may disclose non-public personal information. While these examples do not cover every circumstance permitted by law, we hope they help you understand how your information may be shared.

We may share non-public personal information about you:

*	With companies who work for us to service your accounts or to process transactions that you may request. This would include, but is not limited to, our transfer agent to process your transactions, mailing houses to send you required reports and correspondence regarding the Fund and its Adviser, the Nicholas Company, Inc., and our dividend disbursing agent to process fund dividend checks.
*	With a party representing you, with your consent, such as your broker or lawyer.
*	When required by law, such as in response to a subpoena or other legal process.

     The Fund and its Adviser maintain policies and procedures to safeguard your non-public personal information. Access is restricted to employees who the Adviser determines need the information in order to perform their job duties. To guard your non-public personal information we maintain physical, electronic, and procedural safeguards that comply with federal standards.

     In the event that you hold shares of the Fund with a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with non-affiliated third parties.

– 19 –

Automatic Investment Plan — An Update

(unaudited)

The Nicholas Family of Funds’ Automatic Investment Plan provides a simple method to dollar cost average into the fund(s) of your choice.

Dollar cost averaging involves making equal systematic investments over an extended time period. A fixed dollar investment will purchase more shares when the market is low and fewer shares when the market is high. The automatic investment plan is an excellent way for you to become a disciplined investor.

The following table illustrates what dollar cost averaging can achieve. Please note that past performance is no guarantee of future results. Nicholas Company recommends dollar cost averaging as a practical investment method. It should be consistently applied for long periods so that investments are made through several market cycles.

		Nicholas Fund
$1,000 initial investment on		07/14/69	*		09/30/07
Number of years investing $100 each month
following the date of initial investment		48.2			10
Total cash invested	$	58,900		$	13,000
Total dividend and capital gain distributions reinvested .	$	1,818,148		$	7,896
Total full shares owned at 09/30/17		35,545			395
Total market value at 09/30/17	$	2,243,621		$	24,973

The results above assume purchase on the last day of the month. The Nicholas Automatic Investment Plan actually invests on the 20th of each month (or on the alternate date specified by the investor). Total market value includes reinvestment of all distributions.

*Date of Initial Public Offering.

– 20 –

Nicholas Funds Services Offered

(unaudited)

•	IRAs
	• Traditional	• SIMPLE
	• Roth	• SEP
•	Coverdell Education Accounts
•	Automatic Investment Plan
•	Direct Deposit of Dividend and Capital Gain Distributions
•	Systematic Withdrawal Plan
•	Monthly Automatic Exchange between Funds
•	Telephone Purchase and Redemption
•	Telephone Exchange
•	24-hour Automated Account Information (800-544-6547)
•	24-hour Internet Account Access (www.nicholasfunds.com)

Please call a shareholder representative for further information on the above services or with any other questions you may have regarding the Nicholas Funds (800-544-6547).

Directors and Officers

DAVID O. NICHOLAS, President and Director

JOHN A. HAUSER, Director

TIMOTHY P. REILAND, Director

JAY H. ROBERTSON, Director

DAVID L. JOHNSON, Executive Vice President

LYNN S. NICHOLAS, Senior Vice President

JENNIFER R. KLOEHN, Senior Vice President,
Treasurer and Chief Compliance Officer

LAWRENCE J. PAVELEC, Senior Vice President and Secretary

MICHAEL L. SHELTON, Vice President

CANDACE L. LESAK, Vice President

Investment Adviser
NICHOLAS COMPANY, INC.
Milwaukee, Wisconsin
www.nicholasfunds.com
414-276-0535 or 800-544-6547

Transfer Agent
U.S. BANCORP FUND SERVICES, LLC
Milwaukee, Wisconsin
414-276-0535 or 800-544-6547

Distributor
QUASAR DISTRIBUTORS, LLC
Milwaukee, Wisconsin

Custodian
U.S. BANK N.A.
Milwaukee, Wisconsin

Independent Registered Public Accounting Firm
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin

Counsel
MICHAEL BEST & FRIEDRICH LLP
Milwaukee, Wisconsin

This report is submitted for the information of shareholders of the Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.

Item 2. Code of Ethics.
Applicable only to annual reports.

Item 3. Audit Committee Financial Expert.
Applicable only to annual reports.

Item 4. Principal Accountant Fees and Services.
Applicable only to annual reports.

Item 5. Audit Committee of Listed Registrants.
Not applicable to this filing.

Item 6. Schedule of Investments.

The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Applicable only to annual reports filed by closed-end funds.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Applicable only to annual reports filed by closed-end funds.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

Applicable only to closed-end funds.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable to this filing.

Item 11. Controls and Procedures.

The Fund's principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-CSR was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. There were no significant changes or corrective actions with regard to significant deficiencies or material weaknesses in the Fund's internal controls or in other factors that could significantly affect the Fund's internal controls subsequent to the date of their evaluation.

Item 12. Exhibits.

(a)(1) Code of Ethics -- Any code of ethics, or amendments thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.

Not applicable to this filing.

(a)(2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbannes-Oxley Act of 2002, attached hereto as part of EX-99.CERT.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more person.

Applicable only to closed-end funds.

(b) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbannes-Oxley Act of 2002, attached hereto as part of EX-99.906CERT.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Nicholas Fund, Inc.

By: /s/ David O. Nicholas
Name: David O. Nicholas
Title: Principal Executive Officer

Date: November 29, 2017

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ David O. Nicholas
Name: David O. Nicholas
Title: Principal Executive Officer
Date: November 29, 2017

By: /s/ Jennifer R. Kloehn
Name: Jennifer R. Kloehn
Title: Principal Financial Officer
Date: November 29, 2017