April 30, 1996
VIA EDGAR TRANSMISSION VIA FEDERAL EXPRESS
Securities and OFICS Filer Support
Exchange Commission SEC Operations Center
450 Fifth Street, N.W. 6432 General Green Way
Washington, D.C. 20540 Alexandria, VA 22312-2413
Re: Nicholas Money Market Fund, Inc. (the Fund")
SEC File No. 33-21561
Post-Effective Amendment No. 8
Registration Statement on Form N-1A
Gentlemen:
In connection with the amendment by the Fund of its
registration statement on Form N-1A under Section 8 of the
Investment Company Act of 1940, as amended, and pursuant to the
provisions of Rule 472 and Rule 485 under the Securities Act of
1933, as amended, and pursuant to Regulation S-T relating to
electronic filings, we enclose for filing Post-Effective
Amendment No. 8 to the Registration Statement, including exhibits
relating thereto, marked to show changes effected by the
Amendment. In addition, as prescribed by Rule 902(g) of
Regulation S-T, paper copies of Amendment No. 8 to the
Registration Statement, including exhibits thereto, also are
being filed by copy of this letter.
This Amendment shall be effective on the date of filing, in
accordance with Rule 485(b). As legal counsel to the Fund, we
have prepared the Amendment, and we hereby represent pursuant to
Rule 485(b)(4) that the Amendment does not contain disclosures
which would render it ineligible to become effective pursuant to
Rule 485(b).
Very truly yours,
MICHAEL BEST & FRIEDRICH
/s/ Kate M. Fleming
________________________
KMF/ljg Kate M. Fleming
Enclosure
<PAGE>
POWER OF ATTORNEY
FOR NICHOLAS MONEY MARKET FUND, INC.
KNOW ALL MEN BY THESE PRESENTS, that Melvin L. Schultz
constitutes and appoints Albert O. Nicholas and Thomas J. Saeger,
and each of them, his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to the Form N-1A Registration Statement of
Nicholas Money Market Fund, Inc., and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any state of the
United States, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue thereof.
Date: ____________________
/s/ Melvin L. Schultz
________________________
Melvin L. Schultz
<PAGE>
POWER OF ATTORNEY
FOR NICHOLAS MONEY MARKET FUND, INC.
KNOW ALL MEN BY THESE PRESENTS, that Jay H. Robertson
constitutes and appoints Albert O. Nicholas and Thomas J. Saeger,
and each of them, his true and lawful attorneys-in-fact and
agents, for him and in his name, place and stead in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to the Form N-1A Registration Statement of
Nicholas Money Market Fund, Inc., and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any state of the
United States, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done
by virtue thereof.
Date: ____________________
/s/ Jay H. Robertson
_________________________
Jay H. Robertson
<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1996
File No. 33-21561
FORM N-1A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 8
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 8
NICHOLAS MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)
700 North Water Street, Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices)
(414) 272-6133
(Registrant's Telephone Number, including Area Code)
ALBERT O. NICHOLAS, PRESIDENT
NICHOLAS MONEY MARKET FUND, INC.
700 NORTH WATER STREET
MILWAUKEE, WISCONSIN 53202
COPY TO:
KATE M. FLEMING
MICHAEL BEST & FRIEDRICH
100 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
(Name and Address of Agent for Service)
It is proposed that the filing will become effective:
x immediately upon filing pursuant to paragraph (b)
___ on __________ pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)
___ on ___________ pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on ___________ pursuant to paragraph (a)(2) of Rule 485
Pursuant to Rule 24f-2, the Registrant hereby registers an indefinite
amount of securities. On February 23, 1996, Registrant filed the
necessary Rule 24f-2 Notice and filing fee with the Commission for its
fiscal year ended December 31, 1995.
<PAGE>
NICHOLAS MONEY MARKET FUND, INC.
CROSS-REFERENCE SHEET
(As required by Rule 481(a))
Part A. Information Required in Prospectus Heading
_______ __________________________________ _______
Item 1. Cover Page............................. Cover Page
Item 2. Synopsis............................... Performance Data
Item 3. Condensed Financial Information........ Consolidated Disclosure
of Fund Fees and
Expenses; Financial
Highlights;
Item 4. General Description of Registrant...... Introduction; Investment
Objectives and Policies;
Investment Restrictions
Item 5. Management of the Fund................. Investment Adviser
Item 6. Capital Stock and Other Securities..... Transfer of Capital
Stock; Dividends and
Federal Tax Status;
Capital Structure; Annual
Meeting; Shareholder
Reports
Item 7. Purchase of Securities Being Offered.. Purchase of Capital
Stock; Redemption of
Capital Stock; Exchange
Between Funds; Transfer
of Capital Stock;
Determination of Net
Asset Value and Use of
Amortized Cost Method of
Valuation; Individual
Retirement Account;
Master Retirement Plan
Item 8. Redemption or Repurchase.............. Purchase of Capital
Stock; Redemption of
Capital Stock
Item 9. Pending Legal Proceedings............. N/A
Part B. Information Required in Statement of Additional Information
_______ ___________________________________________________________
Item 10. Cover Page............................ Cover Page
Item 11. Table of Contents..................... Table of Contents
Item 12. General Information and History....... Introduction
Item 13. Investment Objectives and Policies.... Investment Objectives and
Policies; Investment
Restrictions
Item 14. Management of the Registrant.......... Investment Adviser;
Management - Directors and
Executive Officers of the
Fund
Item 15. Control Persons and Principal Holders
of Securities......................... Principal Shareholders
Item 16. Investment Advisory and Other
Services.............................. Investment Adviser;
Custodian and Transfer
Agent; Independent
Accountants and Legal
Counsel
Item 17. Brokerage Allocation.................. Brokerage
<PAGE>
CROSS-REFERENCE SHEET
(Continued)
Item 18. Capital Stock and Other Securities.... Transfer of Capital
Stock; Income Dividends
and Federal
Tax Status; Capital
Structure; Uncertified
Shares; Shareholder
Reports; Annual Meeting
Item 19. Purchase, Redemption and Pricing of Purchase of Capital
Securities Being Offered Stock; Redemption of
Capital Stock; Exchange
Between Funds; Transfer
of Capital Stock;
Determination of Net
Asset Value and Use of
Amortized Cost Method of
Valuation; Dividend
Reinvestment Plan
Individual Retirement
Account; Master Retirement
Plan
Item 20. Tax Status............................ Income; Dividends,
and Federal Tax Status
Item 21. Underwriters.......................... N/A
Item 22. Calculations of Performance Data...... Performance Data
Item 23. Financial Statements.................. Financial Information
Part C. Other Information
_______ _________________
Item 24. Financial Statements and Exhibits..... Part C
Item 25. Persons Controlled By or Under
Common Control with Registrant........ Part C
Item 26. Number of Holders of Securities....... Part C
Item 27. Indemnification....................... Part C
Item 28. Business and Other Connections
of Investment Adviser................. Part C
Item 29. Principal Underwriters................ Part C
Item 30. Location of Accounts and Records...... Part C
Item 31. Management Services................... Part C
Item 32. Undertakings.......................... Part C
<PAGE>
Nicholas Money Market Fund, Inc.
Form N-1A
PART A: PROSPECTUS
<PAGE>
NICHOLAS MONEY MARKET FUND, INC.
PROSPECTUS
700 NORTH WATER STREET, SUITE 1010
MILWAUKEE, WISCONSIN 53202
414-272-6133
Nicholas Money Market Fund, Inc. (the "Fund") is an open-end
management investment company whose primary investment objective
is to achieve as high a level of current income as is consistent
with preserving capital and providing liquidity.
NO-LOAD FUND - NO SALES CHARGE
INVESTMENT ADVISER
NICHOLAS COMPANY, INC.
MINIMUM INITIAL INVESTMENT - $2,000
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus sets forth concisely the information about
the Fund that a prospective investor should know before
investing. Additional information about the Fund has been filed
with the Securities and Exchange Commission in the form of a
Statement of Additional Information, dated April 26, 1996. Upon
request to the Fund at the address and telephone number set forth
above, the Fund will provide copies of the Statement of
Additional Information without charge to each person to whom a
Prospectus is delivered.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
April 30, 1996
INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFE
RENCE.
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION................................................. 1
CONSOLIDATED DISCLOSURE OF FUND FEES AND EXPENSES............ 1
FINANCIAL HIGHLIGHTS......................................... 2
PERFORMANCE DATA............................................. 3
INVESTMENT OBJECTIVES AND POLICIES........................... 3
INVESTMENT RESTRICTIONS...................................... 5
INVESTMENT ADVISER........................................... 6
PURCHASE OF CAPITAL STOCK.................................... 7
REDEMPTION OF CAPITAL STOCK.................................. 8
EXCHANGE BETWEEN FUNDS....................................... 10
TRANSFER OF CAPITAL STOCK.................................... 12
DETERMINATION OF NET ASSET VALUE
AND USE OF AMORTIZED COST METHOD OF VALUATION.............. 12
DIVIDENDS AND FEDERAL TAX STATUS............................. 12
INDIVIDUAL RETIREMENT ACCOUNT................................ 13
MASTER RETIREMENT PLAN....................................... 13
CAPITAL STRUCTURE............................................ 13
SHAREHOLDER REPORTS.......................................... 14
ANNUAL MEETING............................................... 14
CUSTODIAN AND TRANSFER AGENT................................. 14
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL.................... 14
APPENDIX A: Description of Commercial Paper and Bond Ratings A-1
No person has been authorized to give any information or to
make any representations other than those contained in this
Prospectus and the Statement of Additional Information dated
April 26, 1996 and, if given or made, such information or
representations may not be relied upon as having been authorized
by Nicholas Money Market Fund, Inc. This Prospectus does not
constitute an offer to sell securities in any state or
jurisdiction in which such offering may not lawfully be made.
The delivery of this Prospectus at any time shall not imply that
there has been no change in the affairs of Nicholas Money Market
Fund, Inc. since the date hereof.
<PAGE>
INTRODUCTION
Nicholas Money Market Fund, Inc. (the "Fund") was
incorporated under the laws of Maryland on April 15, 1988. The
Fund is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended.
As an open-end investment company, it obtains its assets by
continuously selling shares of its Common Stock, $.0001 par value
per share, to the public. Since higher yielding money market
instruments are often available only in large denominations, the
Fund provides a way for investors to take advantage of these
higher yields that may be beyond the reach of an individual
investor. As an open-end investment company, the Fund will
redeem any of its outstanding shares on demand by the owner at
their net asset value next determined following receipt of the
redemption request. The investment adviser to the Fund is
Nicholas Company, Inc. (the "Adviser").
CONSOLIDATED DISCLOSURE OF FUND FEES AND EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price).................... None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price).................... None
Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds, as applicable).. None
Redemption Fees (as a percentage of redemption
proceeds, if applicable)(1)............................ None
Exchange Fee(2).......................................... None
ANNUAL FUND OPERATING EXPENSES(3) (as a percentage of average net
assets)
Management Fees.......................................... 0.30%
12b-1 Fees............................................... None
Other Expenses........................................... 0.21%
Total Fund Operating Expenses............................ 0.51%
_______________
(1) There is a fee of up to $10.00 for federal fund wire
redemptions.
(2) There is a $5.00 fee for telephone exchanges only.
(3) Annual Fund Operating Expenses are based on expenses incurred
for the fiscal year ended December 31, 1995.
<PAGE>
EXAMPLE
1 Year 3 Years 5 Years 10 Years
A shareholder would pay
the following expenses on
a $1,000 investment, assuming:
(1) 5% annual return and
(2) redemption at the end of
each time period................ $5 $16 $28 $63
This Example should not be considered a representation of past
or future expenses. Actual expenses may be
greater or lesser than those shown.
The purpose of the table is to assist the prospective
investor in understanding the various costs and expenses that an
investor in the Fund will bear directly and indirectly. For a
description of "Management Fees" and "Other Expenses," see
"Investment Adviser."
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
The following Financial Highlights of the Fund for the seven
years ended December 31, 1995, and for the period from July 1,
1988 (date of initial public offering) through December 31, 1988,
have been examined by Arthur Andersen LLP, independent public
accountants, whose report thereon is included in the Fund's
Annual Report for the fiscal year ended December 31, 1995
Financial Highlights should be read in conjunction with the
financial statements and related notes included in the Fund's
Annual Report which is incorporated herein by reference.
<TABLE>
YEAR ENDED DECEMBER 31,
-------------------------
1995 1994 1993 1992 1991 1990 1989 1988*
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF YEAR......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM NVESTMENT
OPERATIONS:
Net investment income... .055 .038 .027 .033 .056 .078 .086 .038
______ ______ ______ ______ ______ ______ ______ ______
LESS DISTRIBUTIONS:
Dividends (from net
investment income)...... (.055) (.038) (.027) (.033) (.056) (.078) (.086) (.038)
______ ______ ______ ______ ______ ______ ______ ______
NET ASSET VALUE,
END OF YEAR............... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
______ ______ ______ ______ ______ ______ ______ ______
______ ______ ______ ______ ______ ______ ______ ______
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year
(millions)................ $111.8 $118.1 $122.5 $138.7 $147.0 $143.9 $90.0 $29.0
Ratio of expenses to
average net assets........ .51% .53% .54% .54% .52% .53% .72% .73%**
Ratio of net investment
income to average net
assets.................... 5.50% 3.83% 2.67% 3.30% 5.61% 7.84% 8.60% 7.57%**
</TABLE>
____________________
* For the period from July 1, 1988 (date of initial public offering)
through December 31, 1988.
** Annualized.
<PAGE>
PERFORMANCE DATA
From time to time the Fund may advertise its current yield,
usually for a seven or 30-day period. The yield will be
calculated using a standard method prescribed by rules of the
Securities and Exchange Commission. Under that method, the
Fund's net investment income per share is divided by the price
per share (expected to remain constant at $1.00) and the result
is divided by seven or 30, depending on the base period
advertised, and multiplied by 365. The Fund also may quote the
effective yield in its advertisements and sales materials.
Effective yield is determined by taking the "base period return,"
computed by dividing the net investment income per share by the
price per share during the period (expected to remain constant at
$1.00), and calculating the effect of compounding. The Fund's
current yield and effective yield will be based on historical
earnings and are not intended to indicate future performance.
These yields may be compared to those of other money market funds
and to other relevant indices or rankings prepared by independent
services. Further information concerning yield calculations is
contained in the Statement of Additional Information.
In sales materials, reports and other communications to
shareholders, the Fund may compare its performance to certain
indices. The Fund also may include evaluations of the Fund
published by nationally recognized financial publications and
ranking services, such as Forbes, Money, Financial World, Lipper
Analytical Services Mutual Fund Performance Analysis and
Morningstar Mutual Funds.
INVESTMENT OBJECTIVES AND POLICIES
The Fund has adopted primary investment objectives, which
are fundamental policies. The Fund also has adopted secondary
investment objectives and certain other policies which are not
fundamental and may be changed by the Board of Directors without
shareholder approval. However, any such change will be made only
upon advance notice to shareholders. Such changes may result in
the Fund having secondary investment and other policy objectives
different from the objectives which a shareholder considered
appropriate at the time of investment in the Fund.
The Fund's primary investment objective is to achieve as
high a level of current income as is consistent with preserving
capital and providing liquidity. There are market risks inherent
in any investment and there can be no assurance the objective of
the Fund will be realized. The Fund also will attempt to
maintain a stable net asset value of $1.00 per share, but there
can be no assurance that the net asset value per share will not
vary. The Fund invests only in short-term instruments (maturing
in 397 days or less) and primarily invests in:
1. Government Securities, as defined in the Investment Company
Act of 1940, as amended. Some Government Securities, such
as obligations of the U.S. Treasury, are backed by the full
faith and credit of the United States. Some are supported
by the discretionary authority of the U.S. Government to
purchase the issuer's obligations (e.g., FNMA obligations),
some by the right of the issuer to borrow from the U.S.
Government (e.g., obligations of Federal Home Loan Banks),
while still others are supported only by the credit of the
issuer itself (e.g., obligations of the Student Loan
Marketing Association).
2. Obligations (including certificates of deposit and bankers
acceptances) of: (a) banks or savings and loan associations
subject to regulation by the U.S. Government (including
foreign branches of such banks), generally limited to
institutions with a net worth of at least $100,000,000 or
other banks and savings and loans if the principal amount of
such certificates of deposit are insured by the Federal
Deposit Insurance Corporation, or (b) U.S. branches of
foreign banks, limited to institutions having total assets
of not less than $1 billion or its equivalent.
Certificates of deposit are certificates issued against
funds deposited in a bank (including eligible foreign
branches of U.S. banks), are for a definite period of time,
earn a specified rate of return, and normally are
negotiable.
Bankers' acceptances are short-term credit instruments used
to finance the import, export, transfer or storage of goods.
They are termed "accepted" when a bank guarantees their
payment at maturity.
<PAGE>
3. Commercial Paper maturing within 397 days from the date of
purchase rated A-2 or better by Standard & Poor's
Corporation ("S&P") or P-2 or better by Moody's Investors
Service, Inc.("Moody's"), or the equivalent by any of the
nationally recognized statistical rating organizations, as
defined in Section 270.2a-7 of the Code of Federal
Regulations ("NRSROs"), or if not rated, is issued or
guaranteed as to payment of principal and interest by
companies which at the date of investment have an
outstanding debt issue rated AA or better by S&P or Aa or
better by Moody's or the equivalent by any NRSRO or
determined by the Board of Directors to be of comparable
quality.
The Fund may invest in commercial paper and other short-term
corporate obligations which are issued in private placements
pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "Act"), including securities eligible for
resale under Rule 144A. Such securities are not registered
for purchase and sale by the public under the Act, and there
may be a risk of little or no market for resale associated
with such securities if the Fund does not hold them to
maturity. The determination of the liquidity of these
securities is a question of fact for the Board of Directors
to determine, based upon the trading markets for the
specific security, the availability of reliable price
information and other relevant information. In addition, to
the extent that qualified institutional buyers do not
purchase restricted securities pursuant to Rule 144A, the
Fund's investing in such securities may have the effect of
increasing the level of illiquidity in the Fund's portfolio.
Commercial paper refers to promissory notes issued by
corporations in order to finance their short-term credit
needs.
4. Variable master demand notes rated A-2 or better by S&P or
P-2 or better by Moody's or the equivalent by any NRSRO; if
not rated, either (a) issued by companies which at the date
of investment have an outstanding debt issue rated AA or
better by S&P or Aa or better by Moody's, or (b) believed by
the Board of Directors to be of comparable quality.
Variable master demand notes are unsecured instruments which
provide for periodic adjustments in the interest rate. The
Fund may demand payment of principal and accrued interest at
any time.
5. Other debt instruments issued by corporations maturing
within 397 days from the date of purchase and at such date
are rated at least AA by S&P or Aa by Moody's.
6. Repurchase agreements involving the securities listed above.
A repurchase agreement occurs when, at the time the Fund
purchases an interest-bearing obligation, the seller (a bank
or a broker-dealer) agrees to repurchase it on a specified
date in the future at an agreed-upon price. The repurchase
price reflects an agreed-upon interest rate during the time
the Fund's money is invested in the security. The Fund's
risk is the ability of the seller to pay the agreed-upon
price on the delivery date. In the opinion of the Adviser,
the risk is minimal because the security purchased
constitutes security for the repurchase obligation, and
repurchase agreements can be considered as loans
collateralized by the security purchased. The Fund will
determine the market value of the collateral on a daily
basis and will require the seller to provide additional
collateral if the market value of the securities falls below
the repurchase price at any time during the term of the
repurchase agreement. However, the Fund may incur costs in
disposing of the collateral, which would reduce the amount
realized thereon. If the seller seeks relief under the
bankruptcy laws, the Fund could experience both delays in
liquidating the underlying securities and losses, including:
(a) possible decline in the value of the underlying security
during the period while the Fund seeks to enforce its rights
thereto; (b) possible subnormal levels of income and lack of
access to income during this period; and (c) expenses of
enforcing its rights. The Fund has an operating policy that
it will not enter into repurchase agreements which will not
mature within seven days if any such investment, together
with all other assets held by the Fund which are illiquid,
amounts to more than 10% of its total net assets.
<PAGE>
Investments in obligations of a foreign branch of a U.S.
bank and in U.S. branches of a foreign bank may subject the Fund
to additional investment risks. These risks may include
international and political developments, foreign government
restrictions, foreign withholding taxes or possible seizure or
nationalization of foreign deposits. In addition, foreign
branches of domestic banks and foreign banks are not necessarily
subject to the same regulatory requirements that apply to
domestic banks, such as reserve requirements, loan limitations,
examinations, accounting and record keeping.
The Fund may invest in the securities of real estate
investment trusts and other real estate-based securities,
including securities of companies whose assets consist
substantially of real property and interests therein, listed on a
national securities exchange or authorized for quotation on the
National Association of Securities Dealers Automated Quotations
System, but such investments are subject to certain investment
limitations.
INVESTMENT RESTRICTIONS
The Fund has adopted the following restrictions, which are
matters of fundamental policy and cannot be changed without the
approval of the holders of a majority of its outstanding shares,
or, if less, 67% of the shares represented at a meeting of
shareholders at which 50% or more of the holders are represented
in person or by proxy:
1. The Fund will not purchase securities on margin, participate
in a joint trading account, sell securities short, or act as
an underwriter or distributor of securities other than its
own capital stock. The Fund will not lend money, except
for:
(a) the purchase of a portion of an issue of publicly
distributed debt securities;
(b) investment in repurchase agreements in an amount
not to exceed 20% of the total net assets of the Fund;
provided, however, that repurchase agreements maturing
in more than seven days will not constitute more than
10% of the value of the total net assets; and
(c) the purchase of a portion of bonds, debentures or
other debt securities of types commonly distributed in
private placements to financial institutions, such
illiquid amount not to exceed 10% of the value of total
net assets of the Fund, provided that all illiquid
securities will not exceed 10% of the value of the
Fund's total net assets.
2. The Fund may make bank borrowings but only for temporary or
emergency purposes and then only in amounts not in excess of
5% of the lower of cost or market value of the Fund's total
net assets.
3. The Fund will not pledge any of its assets.
4. Investments will not be made for the purpose of exercising
control or management of any company. The Fund will not
purchase securities of any issuer if, as a result of such
purchase, the Fund would hold more than 10% of the voting
securities of such issuer.
5. The Fund may not purchase the securities of any one issuer,
except securities issued or guaranteed by the United States,
or its instrumentalities or agencies, if immediately after
and as a result of such purchase the value of the holdings
of the Fund in the securities of such issuer exceeds 5% of
the value of the Fund's total assets.
6. Not more than 25% of the value of the Fund's total net
assets will be concentrated in companies of any one industry
or group of related industries. This restriction does not
apply to Government Securities or to obligations (including
certificates of deposit and bankers acceptances) of banks or
savings and loan associations subject to regulation by the
U.S. Government.
<PAGE>
7. The Fund will not acquire or retain any security issued by
a company if an officer or director of such company is an
officer or director of the Fund, or is an officer, director,
shareholder or other interested person of the Adviser.
8. The Fund may not purchase or sell real estate or interests
in real estate, commodities or commodity futures. The Fund
may invest in the securities of real estate investment
trusts and other real estate-based securities (including
securities of companies whose assets consist substantially
of real property and interests therein) listed on a national
securities exchange or authorized for quotation on the
National Association of Securities Dealers Automated
Quotations System, but not more than 10% in value of the
Fund's total assets will be invested in real estate
investment trusts nor will more than 25% in value of the
Fund's total assets be invested in the real estate industry
in the aggregate.
All percentage limitations apply on the date of investment by the
Fund.
In addition to the foregoing restrictions, the Fund has
adopted other restrictions to comply with the securities laws of
various states. These restrictions may be changed by the Board
of Directors of the Fund without shareholder approval.
INVESTMENT ADVISER
Under an investment advisory agreement dated April 25, 1988,
Nicholas Company, Inc. (the "Adviser"), 700 North Water Street,
Suite 1010, Milwaukee, Wisconsin, 53202, furnishes the Fund with
continuous investment service and is responsible for overall
management of the Fund's business affairs subject to supervision
of the Fund's Board of Directors. Nicholas Company, Inc. is the
investment adviser to five other mutual funds, which, like the
Fund, are sold without sales charge, and to approximately 35
institutions and individuals with substantial investment
portfolios. The other funds for which Nicholas Company, Inc.
acts as investment adviser are: Nicholas Fund, Inc., Nicholas
Income Fund, Inc., Nicholas II, Inc., Nicholas Limited Edition,
Inc. and Nicholas Equity Income Fund, Inc.
The annual fee paid to the Adviser is paid monthly and is
based on the average net asset value of the Fund, as determined
by valuations made at the close of each business day of the
month. The annual fee is three-tenths of one percent (0.3 of 1%)
of the average net asset value of the Fund. The Adviser has
agreed to reduce such management fee by any operating expenses
(other than the management fee) incurred by the Fund in excess of
1/2 of 1% of average daily net assets. The Adviser may, at its
discretion, reduce the management fee. Such optional
reimbursement by the Adviser of operating expenses previously
incurred by the Fund will serve to temporarily enhance yield.
Any required reimbursement will be made on a monthly basis as a
reduction of the management fee payable to the Adviser for that
month. Any optional reimbursement will be made at a time
determined by the Adviser.
Under the Investment Advisory Agreement, the Adviser, at its
own expense and without reimbursement from the Fund, furnishes
the Fund with office space, office facilities, executive officers
and executive expenses (such as health insurance premiums for
executive officers). The Adviser also bears all sales and
promotional expenses of the Fund, other than expenses incurred in
complying with laws regulating the issue or sale of securities.
The Fund pays all of its operating expenses. Included as
"operating expenses" are fees of directors who are not interested
persons of the Adviser or officers or employees of the Fund,
salaries of administrative and clerical personnel, association
membership dues, auditing and accounting services, legal fees and
expenses, printing, fees and expenses of any custodian or trustee
having custody of Fund assets, postage, charges and expenses of
dividend disbursing agents, registrars and stock transfer agents,
including the cost of keeping all necessary shareholder records
and accounts and handling any problems related thereto, and any
other costs related to the aforementioned items.
The Adviser has undertaken to reimburse the Fund to the
extent that the aggregate annual operating expenses, including
the investment advisory fee, but excluding interest, taxes,
brokerage commissions, litigation and extraordinary expenses,
exceed the lowest, i.e., most restrictive, percentage of the
Fund's average net assets established by the laws of the states
in which the Fund's shares are registered for sale as determined
by valuations made as of the close of each business day of the
year. The Adviser shall reimburse the Fund at the end of any
fiscal year in which the aggregate annual operating expenses
exceed such restrictive percentage.
<PAGE>
Albert O. Nicholas is President, Treasurer and a Director of
the Fund and President and Director of the Adviser. Mr. Nicholas
owns 91% of the outstanding voting securities of the Adviser.
PURCHASE OF CAPITAL STOCK
Applications for the purchase of shares are made to Nicholas
Money Market Fund, Inc., c/o Firstar Trust Company, P.0. Box
2944, Milwaukee, Wisconsin 53201-2944. The Board of Directors
has established $2,000 as the minimum initial purchase and $100
as the minimum for any subsequent purchase, except in the case of
dividend reinvestment or purchase through the Automatic
Investment Plan. Management reserves the right to waive the
minimums for custodial accounts. Purchase of shares will be made
in full and fractional shares computed to two decimal places.
Due to the fixed expenses incurred by the Fund in maintaining
individual accounts, the Fund reserves the right to redeem
accounts that fall below the $2,000 minimum required investment
due to shareholder redemption. In order to exercise this right,
the Fund will give advance written notice of at least 30 days to
the accounts below such minimum.
The price per share, which is expected by management to
remain constant at $1.00 per share, will be the net asset value
next computed after the time the order is received in proper form
and accepted by the Fund. The net asset value for a particular
day is applicable to all orders for the purchase of shares
received at or before the close of trading on the New York Stock
Exchange ("Exchange") on that day (usually 4:00 p.m. New York
time). Applications for purchase of shares received after the
close of trading on the Exchange will be based on the net asset
value as determined as of the close of trading on the next day
the Exchange is open. Generally, shares of the Fund will not be
purchased on days when the Federal Reserve Banks are closed.
The Fund's transfer agent, Firstar Trust Company, will
credit the shareholder's account with the number of shares
purchased. Written confirmations are issued for all purchases of
Fund shares. Certificates representing Fund shares purchased
will not be issued.
PURCHASE BY MAIL:
To open an account by mail, simply complete an application
and together with a check made payable to Nicholas Money Market
Fund, Inc., mail to Firstar Trust Company, P.O. Box 2944,
Milwaukee, Wisconsin 53201-2944.
All applications to purchase capital stock are subject to
acceptance or rejection by authorized officers of the Fund and
are not binding until accepted. Applications will not be
accepted unless they are accompanied by payment in U.S. funds.
Payment should be made by check drawn on a U.S. bank, savings and
loan or credit union. The custodian will charge a $15 fee
against a shareholder's account for any payment check returned to
the custodian for insufficient funds, and the investor involved
will be responsible for any loss incurred by the Fund. It is the
policy of the Fund not to accept applications under circumstances
or in amounts considered disadvantageous for shareholders.
Any accounts (including custodial accounts) opened without a
proper social security number or taxpayer identification number
may be liquidated and distributed to the owner(s) of record on
the first business day following the 60th day of investment, net
of the back-up withholding tax amount.
<PAGE>
The Fund does not consider the U. S. Postal Service or other
independent delivery services to be its agents. Therefore,
deposit in the mail or with such services, or receipt at Firstar
Trust Company's Post Office Box, of purchase applications does
not constitute receipt by Firstar Trust Company or the Fund.
Correspondence intended for overnight courier should not be sent
to the Post Office Box address. OVERNIGHT COURIER DELIVERY
SHOULD BE SENT TO FIRSTAR TRUST COMPANY, THIRD FLOOR, 615 EAST
MICHIGAN STREET, MILWAUKEE, WISCONSIN 53202.
PURCHASE BY FEDERAL WIRE TRANSFER:
To purchase additional shares of the Fund by federal wire
transfer, please send to:
FIRSTAR BANK MILWAUKEE, N.A.
ABA #0750-00022
TRUST FUNDS, ACCOUNT #112-952-137
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
CREDIT TO NICHOLAS MONEY MARKET FUND, INC.
[YOUR ACCOUNT NUMBER AND THE TITLE OF THE ACCOUNT]
If a wire purchase is to be an initial purchase, please call
Firstar Trust Company (414-276-0535) with the appropriate account
information prior to sending the wire to insure proper credit.
Funds received after the close of the Exchange will be valued at
the net asset value next determined by the Fund.
Shares of Common Stock of the Fund may be purchased or sold
through certain broker-dealers, financial institutions or other
service providers ("Processing Intermediaries"). When shares of
Common Stock of the Fund are purchased this way, the Processing
Intermediary, rather than its customer, may be the shareholder of
record. Processing Intermediaries may use procedures and impose
restrictions in addition to or different from those applicable to
shareholders who invest in the Fund directly. A Processing
Intermediary may be required to register as a broker or dealer
under certain state laws. An investor intending to invest in the
Fund through a Processing Intermediary should read the program
materials provided by the Processing Intermediary in conjunction
with this Prospectus. Processing Intermediaries may charge fees
or other charges for the services they provide to their
customers. Investors who do not wish to receive the services of
a Processing Intermediary, or pay the fees that may be charged
for such services, may want to consider investing directly with
the Fund. Direct purchase or sale of shares of Common Stock of
the Fund may be made without a sales or redemption charge.
PURCHASE BY AUTOMATIC INVESTMENT PLAN:
If you wish to invest $50 or more with the Fund at regular
intervals, consider using our Automatic Investment Plan. To use
this service, you authorize Firstar Trust Company to draw a check
on your bank checking account. No service fee is charged to
shareholders for participation in the Automatic Investment Plan.
Forms to initiate this service can be obtained by calling the
Nicholas Company, Inc.
REDEMPTION OF CAPITAL STOCK
A shareholder may require the Fund at any time during normal
business hours to redeem his/her shares in whole or in part.
Redemption requests must be signed by each shareholder, in the
exact manner as the Fund account is registered, and must state
the amount of redemption and identify the shareholder account
number. All redemptions will be processed at the net asset value
next determined after receipt of the request. The Fund will
return redemption requests that contain restrictions as to the
time or date redemptions are to be effected. If any portion of
the shares to be redeemed represents an investment made by
personal or certified check, the Fund reserves the right to hold
a payment up to 15 days or until satisfied that investments made
by check have been collected, at which time the redemption
request will be processed and payment made. A shareholder who
anticipates the need for immediate access to their investment
should purchase shares by wiring Federal funds.
<PAGE>
REDEMPTION BY MAIL
Redemption is accomplished by delivering an original signed
written request for redemption addressed to Nicholas Money Market
Fund, Inc., c/o Firstar Trust Company, P.O. Box 2944, Milwaukee,
Wisconsin 53201-2944. Facsimile transmission of redemption
requests is not acceptable. If the account registration is
individual, joint tenants, sole proprietorship, custodial
(Uniform Transfer to Minors Act), or general partners, the
written request must be signed exactly as the account is
registered. If the account is owned jointly, both owners must
sign.
The Fund may require additional supporting documents for
redemptions made by corporations, executors, administrators,
trustees and guardians. Specifically, if the account is
registered in the name of a corporation or association, the
written request must be accompanied by a corporate resolution
signed by the authorized person(s). A redemption request for
accounts registered in the name of a legal trust must have a copy
of the title and signature page of the trust agreement on file or
be accompanied by the trust agreement and signed by the
trustee(s).
If there is doubt as to what documents or instructions are
necessary in order to redeem shares, please write or call Firstar
Trust Company (414-276-0535) prior to submitting the redemption
request. A redemption request will not become effective until
all documents have been received in proper form by Firstar Trust
Company.
Redemption cannot be accomplished by telegraphing or faxing
the Fund or Firstar Trust Company. The redemption price is the
net asset value next computed after the time of receipt by
Firstar Trust Company of the written request in the proper form
set forth above.
Shareholders who have an individual retirement account
("IRA"), a master retirement plan or another retirement plan must
indicate on their redemption requests whether or not to withhold
Federal income tax. They must elect not to have Federal income
tax withheld; otherwise, the redemption will be subject to
withholding. Please consult your current Disclosure Statement
for any applicable fees.
All redemptions will be processed immediately upon receipt.
Share redemption orders are effected at the net asset value next
determined after receipt of the order in proper form by the Fund.
The Fund will return redemption requests that contain
restrictions as to the time or date redemptions are to be
effected. The Fund ordinarily will make payment for redeemed
shares within seven days after receipt of a request in proper
form, except as provided by the rules of the Securities and
Exchange Commission. Redemption proceeds to be wired normally
will be wired on the next business day after a net asset value is
determined. Firstar Trust Company charges a wire redemption fee
of up to $10.00. The Fund reserves the right to hold payment up
to 15 days or until satisfied that investments made by check have
been collected. During the period prior to the time the shares
are redeemed, dividends on such shares will accrue and be
payable, and an investor will be entitled to exercise all other
rights of beneficial ownership.
The Fund does not consider the U.S. Postal Service or other
independent delivery services to be its agents. Therefore,
deposit in the mail or with such services or receipt at Firstar
Trust Company's Post Office Box of redemption requests does not
constitute receipt by Firstar Trust Company or the Fund. Do not
mail letters by overnight courier to the Post Office Box address.
CORRESPONDENCE MAILED BY OVERNIGHT COURIER SHOULD BE SENT TO
FIRSTAR TRUST COMPANY, THIRD FLOOR, 615 EAST MICHIGAN STREET,
MILWAUKEE, WISCONSIN 53202.
SIGNATURE GUARANTEES
A signature guarantee of each owner is required to redeem
shares in the following situations, for all size transactions:
(i) if you change the ownership on your account; (ii) when you
want the redemption proceeds sent to a different address than is
registered on the account; (iii) if the proceeds are to be made
payable to someone other than the account owner(s); (iv) any
redemption transmitted by federal wire transfer to your bank; or
(v) if a change of address request has been received by the Fund
or Firstar Trust Company within 15 days of a redemption request.
In addition, signature guarantees will be required for all
redemptions of $100,000 or more from any shareholder account in
the Nicholas Family of Funds. A redemption will not be processed
until the signature guarantee, if required, is received in proper
form.
<PAGE>
REDEMPTION BY TELEPHONE
Telephone redemption is automatically extended to all
accounts in the Fund unless this privilege is declined in
writing. This option does not apply to IRA accounts and master
retirement plans for which Firstar Trust Company acts as
custodian. Telephone redemptions can only be made by calling
Firstar Trust Company at 800-544-6547 or (414) 276-0535. In an
effort to prevent unauthorized or fraudulent redemption requests
by telephone, the Fund and its transfer agent employ reasonable
procedures to confirm that such instructions are genuine. In
addition to the account registration, you will be required to
provide either the account number or social security number.
Telephone calls will be recorded. Telephone redemption requests
must be received prior to the closing of the New York Stock
Exchange (usually 4:00 p.m., New York time) to receive that day's
net asset value. There will be no exceptions due to market
activity. The maximum telephone redemption is $25,000 per
account/per business day. The maximum telephone redemption for
related accounts is $100,000 per business day. The minimum
telephone redemption is $1,000 except when redeeming an account
in full.
The Fund reserves the right to refuse a telephone redemption
if it is believed advisable to do so. Procedures for redeeming
Fund shares by telephone may be modified or terminated at any
time by the Fund or Firstar Trust Company. Neither the Fund nor
Firstar Trust Company will be liable for following instructions
communicated by telephone that it reasonably believes to be
genuine.
The shareholder may instruct Firstar Trust Company to mail
the proceeds to the address of record or to directly mail the
proceeds to a pre-authorized bank account. The proceeds also may
be wired to a pre-authorized account at a commercial bank in the
United States. Firstar Trust Company charges a wire redemption
fee of up to $10.00. Please contact the Fund for the appropriate
form if you are interested in setting your account up with wiring
instructions.
EXCHANGE BETWEEN FUNDS
If a shareholder chooses to exercise the exchange privilege,
the shares will be exchanged at their next determined net asset
value. Shareholders interested in exercising the exchange
privilege must obtain an authorization form and the appropriate
prospectus from Nicholas Company, Inc. When an exchange into the
Fund would involve investment of the exchanged amount on a day
when the New York Stock Exchange is open for trading but the
Federal Reserve Banks are closed, shares of the Fund will be
redeemed on the day upon which the exchange request is received;
however, issuance of Fund shares may be delayed an additional day
in order to avoid the dilutive effect on return (i.e. reduction
in net investment income per share) which would result from
issuance of such shares on a day when the exchanged amount cannot
be invested. Shares of the Fund will not be redeemed on any day
when the Federal Reserve Banks are closed. An exchange
<PAGE>
constitutes a sale for Federal tax purposes and a capital gain or
loss generally will be recognized upon the exchange, depending
upon whether the net asset value at the time is more or less than
the shareholder's cost. An exchange between the funds involving
master self-employed (Keogh) plan and IRA accounts generally will
not constitute a taxable transaction for Federal tax purposes.
This exchange privilege is available only in states where
shares of the fund being acquired may legally be sold, and the
privilege may be terminated or modified only upon 60 days'
advance notice to shareholders; however, procedures for
exchanging Fund shares by telephone may be modified or terminated
at any time by the Fund or Firstar Trust Company. Shareholders
are reminded that Nicholas Limited Edition, Inc. is restricted in
size to ten million shares and the exchange privilege into that
fund may be terminated or modified at a time when that maximum is
reached.
Shares of the Fund which have been outstanding at least 15
days may be exchanged for shares of other investment companies
for which Nicholas Company, Inc. serves as the investment adviser
and which permit such exchanges. Nicholas Company, Inc. is also
the investment adviser to Nicholas Fund, Inc., Nicholas II, Inc.,
Nicholas Limited Edition, Inc., Nicholas Income Fund, Inc., and
Nicholas Equity Income Fund, Inc. Nicholas Fund, Inc. has an
investment objective of capital appreciation. Nicholas II, Inc.
and Nicholas Limited Edition, Inc. have long-term growth as their
investment objective. Nicholas Income Fund, Inc.'s investment
objective is to seek high current income. Nicholas Equity Income
Fund, Inc. has an investment objective of reasonable income, with
moderate long-term growth as a secondary consideration. Exchange
of shares can be accomplished in the following ways:
EXCHANGE BY MAIL
An exchange of shares of the Fund for shares of other
available Nicholas mutual funds will be made without cost to the
investor through written request. Shareholders interested in
exercising the exchange by mail privilege may obtain the
appropriate prospectus from Nicholas Company, Inc. Signatures
required are the same as previously explained under "Redemption
of Capital Stock."
EXCHANGE BY TELEPHONE
Shareholders may exchange by telephone among all funds for
which the Nicholas Company, Inc. serves as investment adviser.
Only exchanges of $1,000 or more may be executed using the
telephone exchange privilege. Firstar Trust Company charges a
$5.00 fee for each telephone exchange. In an effort to avoid the
risks often associated with large market timers, the maximum
telephone exchange per account per day is set at $100,000 with a
maximum of $1,000,000 per day per related accounts. Exchanges
between the Fund and Nicholas Equity Income Fund, Inc. are
limited to $25,000 per day and $100,000 per day for related
accounts. Four telephone exchanges during any twelve month
period, per account will be allowed.
Fund shares in IRA and master retirement plan accounts may
be exchanged by telephone into Nicholas Fund, Inc. or Nicholas
II, Inc. Procedures for exchanging Fund shares by telephone may
be modified or terminated at any time by the Fund or Firstar
Trust Company. Neither the Fund nor Firstar Trust Company will
be responsible for the authenticity of exchange instructions
received by telephone.
Telephone exchanges can ONLY be made by calling Firstar
Trust Company at (414) 276-0535. In addition to account
registration, you will be required to provide pertinent
information regarding your account. Calls will be recorded.
<PAGE>
TRANSFER OF CAPITAL STOCK
Shares of the Fund may be transferred in instances such as
the death of a shareholder, change of account registration,
change of account ownership and in cases where shares of the Fund
are transferred as a gift. Documents and instructions to
transfer capital stock can be obtained by writing or calling
Firstar Trust Company at (414) 276-0535 or Nicholas Company, Inc.
at (414) 272-6133 prior to submitting any transfer requests.
DETERMINATION OF NET ASSET VALUE AND USE OF AMORTIZED COST METHOD
OF VALUATION
The net asset value of a share of the Fund is determined by
dividing the total value of the net assets of the Fund by the
total number of shares outstanding at that time. The net asset
value of the shares is expected by management to remain constant
at $1.00 per share. Net assets of the Fund are determined by
deducting the liabilities of the Fund from total assets. The net
asset value is determined as of the close of trading on the New
York Stock Exchange on each day the Exchange is open for
unrestricted trading and when the Federal Reserve Banks are open
for business.
Portfolio securities are valued on an amortized cost basis,
whereby a security is initially valued at its acquisition cost.
Thereafter, a constant straight-line amortization is assumed each
day regardless of the impact of fluctuating interest rates.
Pursuant to Section 270.2a-7 of the Code of Federal
Regulations, the Board of Directors has established procedures
designed to stabilize the net asset value per share at $1.00.
Under most conditions, management believes this will be possible,
but there can be no assurance they can do so on a continuous
basis. In connection with its use of the amortized cost method
of valuation and in order to hold itself out as a "money market"
fund, the Fund will comply with the applicable provisions of
Section 270.2a-7, and in particular, will comply with the
following: (i) the Fund will maintain a dollar-weighted average
portfolio maturity appropriate to its objective of maintaining a
stable net asset value per share and specifically will limit the
dollar weighted average portfolio maturity of the Fund to not
more than 90 days and the remaining maturity of each portfolio
security to not more than 397 days (with certain exceptions
permitted by the rules of the Commission); (ii) the Fund will
limit its portfolio investments to those instruments its Board of
Directors determines present minimal credit risks, and are
otherwise in accordance with the Fund's investment objectives and
restrictions; and (iii) the Fund will adhere to the portfolio
diversification requirements set forth in Section 270.2a-7.
Calculations are done periodically to compare the value of the
Fund's portfolio at amortized cost versus current market values.
In the event the per share net asset value should deviate from
$1.00 by 1/2 of 1% or more, the Board of Directors will promptly
consider what action, if any, should be taken.
DIVIDENDS AND FEDERAL TAX STATUS
The Fund intends to continue to qualify annually as a
"regulated investment company" under the Internal Revenue Code of
1986 and intends to take all other action required to insure that
little or no Federal income or excise taxes will be payable by
the Fund. As a result, the Fund generally will seek to
distribute annually to its shareholders substantially all of its
net investment income and net realized capital gain (after
utilization of any available capital loss carryovers).
The net investment income increased or reduced by realized
gains or losses, if any, for each day is declared as a dividend
to shareholders of record. Shares purchased will begin earning
dividends on the day following the day the purchase order is
confirmed. Shares redeemed will earn dividends through the date
of the redemption order. Unless otherwise requested, dividends
will be reinvested automatically in additional Fund shares on the
last business day of each month. If you request in writing that
your dividends be paid in cash, the Fund will issue a check
within five business days of the reinvestment date. If all of
your shares are redeemed during a month, dividends credited to
your account from the beginning of the dividend period through
the time of redemption will be paid with the redemption proceeds.
A statement of all calendar year-to-date transactions,
including shares accumulated from dividends and capital gain
distributions, is mailed to each shareholder quarterly.
Information as to each shareholder's tax status is given
annually.
<PAGE>
For Federal income tax purposes, distributions from the
Fund, whether received in cash or invested in additional shares
of the Fund, will be taxable to the Fund's shareholders, except
those shareholders who are not subject to tax on their income.
Distributions paid from the Fund's net investment income are
taxable to shareholders as ordinary income. The Fund does not
intend to generate capital gains. Because the investment income
of the Fund will be derived from interest rather than dividends,
no portion of such dividends will qualify for the dividends
received deduction for corporations.
Under federal law, some shareholders may be subject to a 31%
withholding on reportable dividends, capital gain distributions
(if any) and redemption payments. Generally, the only
shareholders subject to backup withholding will be those (i) for
whom a taxpayer identification number is not on file with the
Fund or who, to the Fund's knowledge, have furnished an incorrect
number; or (ii) who have failed to declare or underreported
certain income on their federal returns. When establishing an
account, an investor must certify under penalties of perjury that
the taxpayer identification number supplied to the Fund is
correct and that he is not subject to withholding.
The foregoing tax discussion relates solely to U.S. Federal
income taxes and is not intended to be a complete discussion of
all federal income tax consequences. Shareholders should consult
with a tax adviser concerning the application of federal, state
and local taxes to an investment in the Fund.
INDIVIDUAL RETIREMENT ACCOUNT
Individuals may be able to establish their own tax-sheltered
Individual Retirement Account ("IRA"). The Fund offers a
prototype IRA Plan for adoption by individuals who qualify for
spousal, deductible and non-deductible IRA accounts. As long as
the aggregate IRA contributions meet the Fund's minimum
investment requirement of $2,000, the Fund will accept any
allocation of such contribution between spousal, deductible and
non-deductible accounts. The acceptability of this calculation
is the sole responsibility of the shareholder. For this reason,
it is advisable for taxpayers to consult with their personal tax
adviser to determine the deductibility of their IRA contributions.
A description of applicable service fees and application
forms are available upon request from the Fund. The IRA
documents also contain a disclosure statement which the IRS
requires to be furnished to individuals who are considering
adopting an IRA. As drastic changes occur from time to time in
IRA regulations, it is important you obtain up-to-date
information from the Fund before opening an IRA.
Because a retirement program involves commitments covering
future years, it is important that the investment objectives of
the Fund are consistent with your own retirement objectives.
Premature withdrawals from an IRA may result in adverse tax
consequences. Consultation with a tax adviser regarding tax
consequences is recommended.
MASTER RETIREMENT PLAN
The Fund has available a Master Retirement Plan (formerly
called a "Keogh" Plan) for self-employed individuals. Any person
seeking additional information or wishing to participate in the
plan may contact the Fund. Consultation with a tax adviser
regarding the tax consequences of the plan is recommended.
CAPITAL STRUCTURE
The Fund is authorized to issue three billion
(3,000,000,000) shares of Common Stock, par value $0.0001 per
share. Each full share has one vote and all shares participate
equally in dividends and other distributions by the Fund, and in
the residual assets of the Fund in the event of liquidation.
When issued, the shares are fully paid and non-assessable. There
are no conversion or sinking fund provisions applicable to
shares, and holders have no preemptive rights and may not
cumulate their votes in the election of directors. Shares are
redeemable and are transferable. Fractional shares entitle the
holder to the same rights as whole shares.
<PAGE>
SHAREHOLDER REPORTS
Shareholders will be provided at least semiannually with a
report or a current prospectus showing the Fund's portfolio and
other information, including an annual report or current
prospectus containing financial statements audited by the Fund's
independent public accountants, Arthur Andersen LLP, for the
fiscal year ending December 31. Inquiries concerning the Fund
may be made by telephone at (414) 272-6133, or by writing to
Nicholas Money Market Fund, Inc., 700 North Water Street, Suite
1010, Milwaukee, Wisconsin 53202, Attention: Corporate
Secretary.
ANNUAL MEETING
Under the laws of the State of Maryland, registered
investment companies, such as the Fund, may operate without an
annual meeting of shareholders under specified circumstances if
an annual meeting is not required by the Investment Company Act
of 1940, as amended. The Fund has adopted the appropriate
provisions in its Articles of Incorporation and will not hold
annual meetings of shareholders unless otherwise required to do so.
In the event the Fund is not required to hold annual
meetings of shareholders to elect Directors, the Board of
Directors of the Fund will promptly call a meeting of
shareholders of the Fund for the purpose of voting upon the
question of removal of any Director when requested in writing to
do so by the record holders of not less than 10% of the
outstanding shares of Common Stock of the Fund. The affirmative
vote of two-thirds of the outstanding shares, cast in person or
by proxy at a meeting called for such purpose, is required to
remove a Director of the Fund. The Fund will assist shareholders
in communicating with each other for this purpose pursuant to the
requirements of Section 16(c) of the Investment Company Act of
1940, as amended.
CUSTODIAN AND TRANSFER AGENT
Firstar Trust Company, 615 East Michigan Street, Milwaukee,
Wisconsin, 53202, acts as Custodian, Transfer Agent and Dividend
Disbursing Agent for the Fund.
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL
Arthur Andersen LLP, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin, 53202, has been selected as the independent
accountants for the Fund. The selection of the Fund's
independent public accountants is not subject to annual
ratification by the Fund's shareholders unless required by the
Investment Company Act of 1940, as amended. Michael Best &
Friedrich, 100 East Wisconsin Avenue, Milwaukee, Wisconsin,
53202, has passed on the legality of the shares of Common Stock
of the Fund being offered.
<PAGE>
APPENDIX A
DESCRIPTION OF COMMERCIAL PAPER AND BOND RATINGS
COMMERCIAL PAPER RATINGS
1. Standard & Poor's Commercial Paper Ratings.
"A-1" and "A-2" are the two highest commercial
paper rating categories, and issuers rated in these
categories have the following characteristics: (1)
liquidity ratios are adequate to meet cash
requirements; (2) the issuer has access to at least
two additional channels of borrowing; (3) basic
earnings and cash flow have an upward trend with
allowance made for unusual circumstances; (4)
typically, the issuer is in a strong position in a
well-established industry or industries; and (5) the
reliability and quality of management is unquestioned.
Relative strength or weakness of the above
characteristics determine whether an issuer's paper is
rated "A-1" or "A-2".
2. Moody's Investors Service Commercial Paper Ratings.
"Prime-1" and "Prime-2" are the two highest
commercial paper rating categories. Moody's evaluates
the salient features that affect a commercial paper
issuer's financial and competitive position. The
appraisal includes, but is not limited to, the review
of such factors as: (1) quality of management; (2)
industry strengths and risks; (3) vulnerability to
business cycles; (4) competitive position; (5)
liquidity measurements; (6) debt structures; and (7)
operating trends and access to capital markets.
Different degrees of weight are applied to the above
factors as deemed appropriate for individual
situations.
<PAGE>
CORPORATE BOND RATINGS
1. Standard and Poor's Corporate Bond Ratings.
AAA rated bonds are the highest grade obligations.
___
They possess the ultimate degree of protection as to
principal and interest. Marketwise, they move with
interest rates, and hence provide the maximum safety on
all counts.
AA rated bonds also qualify as high-grade
__
obligations, and in the majority of instances differ
from AAA issues only in small degree. Here, too,
prices move with the long-term money market.
2. Moody's Corporate Bond Ratings.
Aaa rated bonds are judged to be of the best
___
quality. They carry the smallest degree of investment
risk and are generally referred to as "gilt edged."
Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure.
While the various protective elements are likely to
change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of
such issues.
Aa rated bonds are judged to be of high quality by
__
all standards. Together with the Aaa group they
comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat
larger than in Aaa securities.
<PAGE>
A-2
PROSPECTUS
NICHOLAS MONEY MARKET FUND, INC.
Investment Adviser
NICHOLAS COMPANY, INC.
Milwaukee
Custodian, Transfer Agent and Disbursing Agent
FIRSTAR TRUST COMPANY
Milwaukee 414/276-0535
Independent Public Accountants
ARTHUR ANDERSEN LLP
Milwaukee
Counsel
MICHAEL BEST & FRIEDRICH
Milwaukee
NICHOLAS MONEY MARKET FUND, INC.
700 North Water Street
Milwaukee, Wisconsin 53202
April 30, 1996
<PAGE>
Nicholas Money Market Fund, Inc.
Form N-1A
PART B: STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
NICHOLAS MONEY MARKET FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION
_____________________________________
700 North Water Street, Suite 1010
Milwaukee, Wisconsin 53202
414-272-6133
This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with
the current Prospectus of Nicholas Money Market Fund, Inc. (the
"Fund"), dated April 30, 1996, and the Fund's Annual Report for
the fiscal year ended December 31, 1995, which is incorporated
herein by reference, as they may be revised from time to time.
To obtain a copy of the Fund's Prospectus and Annual Report,
please write or call the Fund at the address and telephone number
set forth above.
NO LOAD FUND - NO SALES CHARGE
Investment Adviser
NICHOLAS COMPANY, INC.
April 30, 1996
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION................................................. 1
INVESTMENT OBJECTIVES AND POLICIES........................... 1
INVESTMENT RESTRICTIONS...................................... 3
INVESTMENT ADVISER........................................... 5
MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND.... 7
PRINCIPAL SHAREHOLDERS....................................... 10
PURCHASE OF CAPITAL STOCK.................................... 10
REDEMPTION OF CAPITAL STOCK.................................. 11
EXCHANGE BETWEEN FUNDS....................................... 14
TRANSFER OF CAPITAL STOCK.................................... 15
DETERMINATION OF NET ASSET VALUE
AND USE OF AMORTIZED COST METHOD OF VALUATION............... 15
INCOME, DIVIDENDS AND FEDERAL TAX STATUS..................... 16
PERFORMANCE DATA............................................. 17
INDIVIDUAL RETIREMENT ACCOUNT................................ 17
MASTER RETIREMENT PLAN....................................... 17
DIVIDEND REINVESTMENT PLAN................................... 17
BROKERAGE.................................................... 18
CAPITAL STRUCTURE............................................ 18
UNCERTIFICATED SHARES........................................ 18
SHAREHOLDER REPORTS.......................................... 19
ANNUAL MEETING............................................... 19
COMMUNICATIONS BETWEEN SHAREHOLDERS.......................... 19
CUSTODIAN AND TRANSFER AGENT................................. 19
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL.................... 19
FINANCIAL INFORMATION........................................ 19
<PAGE>
INTRODUCTION
Nicholas Money Market Fund, Inc. (the "Fund") was
incorporated under the laws of Maryland on April 15, 1988.
The Fund is an open-end, diversified management investment
company registered under the Investment Company Act of 1940,
as amended. As an open-end investment company, it obtains
its assets by continuously selling shares of its Common
Stock, $.0001 par value, to the public. Since higher
yielding money market instruments are often available only
in large denominations, the Fund provides a way for
investors to take advantage of these higher yields that may
be beyond the reach of an individual investor. As an
open-end investment company, the Fund will redeem any of its
outstanding shares on demand of the owner at their net asset
value next determined following receipt of the redemption
request. The investment adviser to the Fund is Nicholas
Company, Inc. (the "Adviser").
INVESTMENT OBJECTIVES AND POLICIES
The Fund has adopted primary investment objectives
which are fundamental policies. The Fund also has adopted
secondary investment objectives and certain other policies
which are not fundamental and may be changed by the Board of
Directors without shareholder approval. However, any such
change will be made only upon advance notice to
shareholders. Such changes may result in the Fund having
secondary investment and other policy objectives different
from the objectives which a shareholder considered
appropriate at the time of investment in the Fund.
The Fund's primary investment objective is to achieve
as high a level of current income as is consistent with
preserving capital and providing liquidity. There are
market risks inherent in any investment and there can be no
assurance the objective of the Fund will be realized. The
Fund also will attempt to maintain a stable net asset value
of $1.00 per share, but there can be no assurance that the
net asset value per share will not vary. The Fund invests
only in short-term instruments (maturing in 397 days or
less) and primarily invests in:
1. Government Securities, as defined in the
Investment Company Act of 1940, as amended. Some
Government Securities, such as obligations of the
U.S. Treasury, are backed by the full faith and
credit of the United States. Some are supported
by the discretionary authority of the U.S.
Government to purchase the issuer's obligations
(e.g., FNMA obligations), some by the right of the
issuer to borrow from the U.S. Government (e.g.,
obligations of Federal Home Loan Banks), while
still others are supported only by the credit of
the issuer itself (e.g., obligations of the
Student Loan Marketing Association).
2. Obligations (including certificates of
deposit and bankers acceptances) of: (a) banks or
savings and loan associations subject to
regulation by the U.S. Government (including
foreign branches of such banks), limited to
institutions with a net worth of at least
$100,000,000 or other banks and savings and loans
if the principal amount of such certificates of
deposit is insured by the Federal Deposit
Insurance Corporation, or (b) U.S. branches of
foreign banks, limited to institutions having
total assets of not less than $1 billion or its
equivalent.
Certificates of deposit are certificates
issued against funds deposited in a bank
(including eligible foreign branches of U.S.
banks), are for a definite period of time, earn a
specified rate of return and normally are
negotiable.
Bankers' acceptances are short-term credit
instruments used to finance the import, export,
transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at
maturity.
3. Commercial Paper maturing within 397 days
from the date of purchase rated A-2 or better by
Standard & Poor's Corporation ("S&P") or P-2 or
better by Moody's Investors Service, Inc.
("Moody's"), or the equivalent by any of the
nationally recognized statistical rating
organizations, as defined in Section 270.2a-7 of
the Code of Federal Regulations ("NRSROs"), or, if
not rated, is issued or guaranteed as to payment
of principal and interest by companies which at
the date of investment have an outstanding debt
issue rated AA or better by S&P or Aa or better by
Moody's or the equivalent by any NRSRO or believed
by the Board of Directors to be of comparable
quality.
The Fund may invest in commercial paper and
other short-term corporate obligations which are
issued in private placements pursuant to Section
4(2) of the Securities Act of 1933, as amended
(the "Act"), including securities eligible for
resale under Rule 144A. Such securities are not
registered for purchase and sale by the public
under the Act, and there may be a risk of little
or no market for resale associated with such
securities if the Fund does not hold them to
maturity. The determination of the liquidity of
these securities is a question of fact for the
Board of Directors to determine, based upon the
trading markets for the specific security, the
<PAGE>
availability of reliable price information and
other relevant information. In addition, to the
extent that qualified institutional buyers do not
purchase restricted securities pursuant to Rule
144A, the Fund's investing in such securities may
have the effect of increasing the level of
illiquidity in the Fund's portfolio.
Commercial paper refers to promissory notes
issued by corporations in order to finance their
short-term credit needs.
4. Variable master demand notes rated A-2 or
better by S&P and P-2 or better by Moody's or the
equivalent by any NRSRO; if not rated, either (a)
issued by companies which at the date of
investment have an outstanding debt issue rated AA
or better by S&P or Aa or better by Moody's, or
(b) believed by the Board of Directors to be of
comparable quality.
Variable master demand notes are unsecured
instruments which provide for periodic adjustments
in the interest rate. The Fund may demand payment
of principal and accrued interest at any time.
5. Other debt instruments issued by corporations
maturing within 397 days from the date of purchase
and at such date are rated at least AA by S&P or
Aa by Moody's.
6. Repurchase agreements involving the securities
listed above.
A repurchase agreement occurs when, at the
time the Fund purchases an interest-bearing
obligation, the seller (a bank or a broker-dealer)
agrees to repurchase it on a specified date in the
future at an agreed-upon price. The repurchase
price reflects an agreed-upon interest rate during
the time the Fund's money is invested in the
security. The Fund's risk is the ability of the
seller to pay the agreed-upon price on the
delivery date. In the opinion of the Adviser, the
risk is minimal because the security purchased
constitutes security for the repurchase
obligation, and repurchase agreements can be
considered as loans collateralized by the security
purchased. The Fund will determine the market
value of the collateral on a daily basis and will
require the seller to provide additional
collateral if the market value of the securities
falls below the repurchase price at any time
during the term of the repurchase agreement.
However, the Fund may incur costs in disposing of
the collateral, which would reduce the amount
realized thereon. If the seller seeks relief
under the bankruptcy laws, the Fund could
experience both delays in liquidating the
underlying securities and losses, including: (a)
possible decline in the value of the underlying
security during the period while the Fund seeks to
enforce its rights thereto; (b) possible subnormal
levels of income and lack of access to income
during this period; and (c) expenses of enforcing
its rights. The Fund has a fundamental policy
that it will not enter into repurchase agreements
which will not mature within seven days if any
such investment, together with all other assets
held by the Fund which are not readily marketable,
amounts to more than 10% of its total net assets.
<PAGE>
Investments in obligations of a foreign branch of a
U.S. bank and in U.S. branches of a foreign bank may subject
the Fund to additional investment risks. These risks may
include international and political developments, foreign
government restrictions, foreign withholding taxes or
possible seizure or nationalization of foreign deposits. In
addition, foreign branches of domestic banks and foreign
banks are not necessarily subject to the same regulatory
requirements that apply to domestic banks, such as reserve
requirements, loan limitations, examinations, accounting and
record keeping.
The Fund also may invest in the securities of real
estate investment trusts and other real estate-based
securities, including securities of companies whose assets
consist substantially of real property and interests
therein, listed on a national securities exchange or
authorized for quotation on the National Association of
Securities Dealers Automated Quotations System, but subject
to certain investment limits.
The Adviser uses its best judgment in selecting
investments, taking into consideration interest rates, terms
and marketability of obligations as well as the
capitalization, earnings, liquidity and other indicators of
the financial condition of the issuer in arriving at
investment decisions. Due to fluctuations in the interest
rates, the market value of the securities in the portfolio
may vary during the period of the shareholder's investment
in the Fund. To minimize the effect of changing rates on
the net asset value of its shares, the Fund intends to keep
the dollar weighted average maturity of its holdings to 90
days or less. See "Determination of Net Asset Value and Use
of Amortized Cost Method of Valuation."
INVESTMENT RESTRICTIONS
The Fund has adopted the following restrictions, which
are matters of fundamental policy and cannot be changed
without the approval of the holders of a majority of its
outstanding shares, or, if less, 67% of the shares
represented at a meeting of shareholders at which 50% or
more of the holders are represented in person or by proxy:
1. The Fund will not purchase securities on
margin, participate in a joint trading account,
sell securities short, or act as an underwriter or
distributor of securities other than its own
capital stock. The Fund will not lend money,
except for:
(a) the purchase of a portion of an issue of
publicly distributed debt securities;
(b) investment in repurchase agreements
in an amount not to exceed 20% of the total
net assets of the Fund; provided, however,
that repurchase agreements maturing in more
than seven days will not constitute more than
10% of the value of the total net assets; and
(c) the purchase of a portion of bonds,
debentures or other debt securities of types
commonly distributed in private placements to
financial institutions, such illiquid amount
of which is not to exceed 10% of the value of
total net assets of the Fund; provided,
however, that all illiquid securities will
not exceed 10% of the value of the Fund's
total net assets.
2. The Fund may make bank borrowings but only
for temporary or emergency purposes and then only
in amounts not in excess of 5% of the lower of
cost or market value of the Fund's total net
assets.
3. The Fund will not pledge any of its assets.
4. Investments will not be made for the purpose
of exercising control or management of any
company. The Fund will not purchase securities of
any issuer if, as a result of such purchase, the
Fund would hold more than 10% of the voting
securities of such issuer.
<PAGE>
5. The Fund may not purchase the securities of
any one issuer, except securities issued or
guaranteed by the United States, or its
instrumentalities or agencies, if immediately
after and as a result of such purchase the value
of the holdings of the Fund in the securities of
such issuer exceeds 5% of the value of the Fund's
total assets.
6. Not more than 25% of the value of the Fund's
total net assets will be concentrated in companies
of any one industry or group of related
industries. This restriction does not apply to
Government Securities or to obligations (including
certificates of deposit and bankers acceptances)
of banks or savings and loan associations subject
to regulation by the U.S. Government.
7. The Fund will not acquire or retain any
security issued by a company, if an officer or
director of such company is an officer or director
of the Fund, or is an officer, director,
shareholder or other interested person of the
Adviser.
8. The Fund may not purchase or sell real estate
or interests in real estate, commodities or
commodity futures. The Fund may invest in the
securities of real estate investment trusts and
other real estate-based securities (including
securities of companies whose assets consist
substantially of real property and interests
therein) listed on a national securities exchange
or authorized for quotation on the National
Association of Securities Dealers Automated
Quotations System, but not more than 10% in value
of the Fund's total assets will be invested in
real estate investment trusts nor will more than
25% in value of the Fund's total assets be
invested in the real estate industry in the
aggregate.
All percentage limitations apply on the date of
investment by the Fund. As a result, if a percentage
restriction is adhered to at the time of investment, a later
increase in percentage resulting from a change in market
value of the investment or the total assets of the Fund will
not constitute a violation of that restriction.
In addition to the foregoing restrictions, the Fund has
adopted the following restrictions which may be changed by
the Board of Directors of the Fund without shareholder
approval. However, so long as the securities of the Fund
are registered for sale in those states which require these
restrictions, the restrictions will not be changed. Any
such change would be made only upon advance notice to
shareholders.
1. The Fund will not acquire or retain any
security issued by a company if one or more
directors or shareholders or other affiliated
persons of its investment adviser beneficially own
more than one-half of one percent (.5 of 1%) of
such company's stock or other securities, and all
of the foregoing persons owning more than one-half
of one percent (.5 of 1%) together own more than
5% of such stock or security.
2. The Fund will not invest more than 5% of its
total assets in equity securities which are not
readily marketable and in securities of unseasoned
companies (i.e., companies which have a record of
less than three years' continuous operation,
including the operation of any predecessor
business of a company which came into existence as
a result of a merger, consolidation,
reorganization or purchase of substantially all of
the assets of such predecessor business.)
3. The Fund will not invest in interests in oil,
gas or other mineral exploration programs.
4. The Fund will not invest in puts, calls,
straddles, spreads or any combination thereof.
5. The Fund will not purchase any securities
which would cause more than 2% of its total assets
at the time of such purchase to be invested in
warrants which are not listed on the New York
Stock Exchange or the American Stock Exchange, or
would cause more than 5% of its total assets to be
invested in warrants whether or not so listed,
such warrants in each case to be valued at the
lesser of cost or market, but assigning no value
to warrants acquired by the Fund in units with or
attached to debt securities.
<PAGE>
6. The Fund will not invest in securities of
other open-end management-type investment
companies.
7. The Fund may not issue senior securities in
violation of the Investment Company Act of 1940,
as amended. The Fund may make borrowings but only
for temporary or emergency purposes and then only
in amounts not in excess of 5% of the lower of
cost or market value of the Fund's total net
assets, and the Fund may make borrowings from
banks, provided that immediately after any such
borrowing all borrowings of the Fund do not exceed
one-third of the Fund's net assets.
All percentage limitations apply on the date of
investment by the Fund. As a result, if a percentage
restriction is adhered to at the time of investment, a later
increase in percentage resulting from a change in market
value of the investment or the total assets of the Fund will
not constitute a violation of that restriction.
INVESTMENT ADVISER
Under an Investment Advisory Agreement dated as of
April 25, 1988, Nicholas Company, Inc. (the "Adviser"), 700
North Water Street, Suite 1010, Milwaukee, Wisconsin,
furnishes the Fund with continuous investment service and is
responsible for overall management of the Fund's business
affairs, subject to supervision of the Fund's Board of
Directors. The Adviser is the investment adviser to
approximately 35 institutions and individuals with
substantial investment portfolios and to five mutual funds
which are sold without a sales charge. Nicholas Fund, Inc.
has a primary objective of capital appreciation. It had net
assets of $3,505,299,347 as of December 31, 1995. Nicholas
II, Inc. had net assets of $693,348,585 as of December 31,
1995. It has an investment objective of long-term growth in
which income is a secondary consideration. Nicholas Income
Fund, Inc. had net assets of $162,079,939 as of December 31,
1995. Its investment objective is high current income
consistent with the preservation and conservation of capital
values. Nicholas Limited Edition, Inc. has a primary
objective of long-term growth in which income is a secondary
consideration. It had net assets of $169,567,908 as of
December 31, 1995. Nicholas Equity Income Fund, Inc. had
net assets of $14,576,145 as of December 31, 1995. It has
an investment objective of reasonable income, with moderate
long-term growth as a secondary consideration.
The annual fee paid to the Adviser is paid monthly and
is based on the average net asset value of the Fund, as
determined by valuations made at the close of each business
day of the month. The annual fee is three tenths of one
percent (0.30 of 1%) of the average net asset value of the
Fund. Personnel of the Adviser are primarily responsible
for investment decisions affecting the Fund's portfolio.
Under the Investment Advisory Agreement, the Adviser,
at its own expense and without reimbursement from the Fund,
furnishes the Fund with office space, office facilities,
executive officers and executive expenses (such as health
insurance premiums for executive officers). The Adviser
also bears all sales and promotional expenses of the Fund,
other than expenses incurred in complying with laws
regulating the issue or sale of securities, and fees paid
for attendance at Board meetings to directors who are not
interested persons of the Adviser or officers or employees
of the Fund. The Fund pays all of its operating expenses,
including the costs of preparing and printing post-effective
amendments to its registration statements required under the
Securities Act of 1933 and the Investment Company Act of
1940 and any amendments thereto and of preparing and
printing registration statements in the various states, the
printing and distribution cost of prospectuses mailed to
existing shareholders, the cost of stock certificates,
reports to shareholders, interest charges, taxes and legal
expenses. Also included as "operating expenses" which will
be paid by the Fund are fees of directors who are not
interested persons of the Adviser or officers or employees
of the Fund, salaries of administrative and clerical
personnel, association membership dues, auditing and
accounting services, fees and expenses of any custodian or
trustees having custody of Fund assets, postage, charges and
expenses of dividend disbursing agents, registrars and stock
transfer agents, including the cost of keeping all necessary
shareholder records and accounts and handling any problems
related thereto, and any other costs related to the
aforementioned items.
<PAGE>
The Adviser has undertaken to reimburse the Fund to the
extent that the aggregate annual operating expenses,
including the investment advisory fee, but excluding
interest, taxes, brokerage commissions, litigation and
extraordinary expenses exceed the lowest, i.e., most
restrictive, percentage of the Fund's average net assets
established by the laws of the states in which the Fund's
shares are registered for sale, as determined by valuations
made as of the close of each business day of the year. The
Adviser also may in its discretion reimburse the Fund for
any operating expenses incurred by the Fund in excess of
this most restrictive percentage. Such optional
reimbursement by the Adviser of operating expenses
previously incurred by the Fund will serve to temporarily
enhance yield. The Adviser has agreed to reduce the
management fee by any operating expenses (other than the
management fee) incurred by the Fund in excess of 1/2 of 1%
of average daily net assets. The Adviser shall reimburse
the Fund by offsetting against its monthly fee all expenses
in excess of these amounts as prorated on an annual basis.
Any optional reimbursement will be made at a time determined
by the Adviser. During the years ended December 31, 1995,
1994 and 1993, the Fund paid the Adviser an aggregate of
$330,975, $368,932 and $378,435 respectively, in fees.
During none of the foregoing fiscal years did the expenses
borne by the Fund exceed the expense limitation then in
effect and the Adviser was not required to reimburse the
Fund for any additional expenses.
The Investment Advisory Agreement is not assignable and
may be terminated by either party, without penalty, on 60
days' notice. Otherwise, the Investment Advisory Agreement
continues in effect so long as it is approved annually by
(i) the Board of Directors or by a vote of a majority of the
outstanding shares of the Fund and (ii) in either case, by
the affirmative vote of a majority of directors who are not
parties to the Investment Advisory Agreement or "interested
persons" of the Adviser or of the Fund, as defined in the
Investment Company Act of 1940, as amended, cast in person
at a meeting called for the purpose of voting for such
approval.
Albert O. Nicholas is President, Treasurer and a
Director of the Fund and President and Director of the
Adviser. Mr. Nicholas owns 91% of the outstanding voting
securities of the Adviser. Thomas J. Saeger, Executive Vice
President and Secretary of the Fund, is Executive Vice
President and Assistant Secretary of the Adviser. David L.
Johnson is Executive Vice President of the Fund and
Executive Vice President of the Adviser. He is a
brother-in-law of Albert O. Nicholas. Lynn S. Nicholas and
Kathleen A. Evans, Vice Presidents of the Fund, are also
Senior Vice President and Vice President, respectively, of
the Adviser. Lynn Nicholas is the daughter of Albert O.
Nicholas. Jeffrey T. May is Senior Vice President of the
Fund and Senior Vice President and Treasurer of the Adviser.
David O. Nicholas, Vice President of the Fund, is Senior
Vice President of the Adviser. He is the son of Albert O.
Nicholas. Candace L. Lesak, Vice President of the Fund,
also is an employee of the Adviser. David E. Leichtfuss,
100 E. Wisconsin Avenue, Milwaukee, Wisconsin, a Director of
the Adviser, is a partner with the law firm of Michael Best
& Friedrich, Milwaukee, Wisconsin, legal counsel to both the
Fund and the Adviser. Daniel J. Nicholas, 2618 Harlem
Boulevard, Rockford, Illinois, is the only other Director of
the Adviser. Mr. Nicholas, a brother of Albert O. Nicholas,
is a private investor.
<PAGE>
MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS OF THE FUND
The overall operations of the Fund are conducted by the
officers of the Fund under the control and direction of its
Board of Directors. The state of Maryland permits
registered investment companies, such as the Fund, to
operate without an annual meeting of shareholders under
specified circumstances if an annual meeting is not required
by the Investment Company Act of 1940, as amended. The Fund
has adopted the appropriate provisions in its Articles of
Incorporation and will not hold annual meetings of
shareholders to elect directors unless otherwise required to
do so. The Fund will hold a shareholders' meeting to elect
the initial Board of Directors and at such time as may be
required to fill existing vacancies on the Board in the
event less than a majority of the directors then in office
have been elected by shareholders.
The following table sets forth the pertinent
information about the Fund's officers and directors as of
April 28, 1996:
Name, Address and Principal Occupation Positions Held
During Past Five Years Age with Fund
________________________________________ ___ _______________
*Albert O. Nicholas 64 President,
President and a Director of Nicholas Treasurer
Company, Inc., 700 N. Water Street, and Director
Milwaukee, WI 53202, Adviser to the
Fund since 1977. He is a Chartered
Financial Analyst and has been an
investment analyst and portfolio
manager since 1955.
Frederick Hansen 69 Director
759 N. Milwaukee St., Milwaukee, WI
53202; President, Hanseatic Equities
Corp., a private investment company.
Melvin L. Schultz 62 Director
10625 W. North Avenue, Wauwatosa, WI
53226; Director and management
consultant, Professional Management of
Milwaukee, Inc., a medical and dental
profession financial advisory firm.
Jay Robertson 44 Director
660 E. Mason St., Milwaukee, WI
53202; Chairman of the Board,
Robertson-Ryan and Associates, Inc.,
an insurance brokerage firm.
David L. Johnson 54 Executive Vice
Executive Vice President, Nicholas President
Company, Inc., 700 N. Water Street
Milwaukee, WI 53202, the Adviser to
the Fund, and employed by the Adviser
since 1980. He is a Chartered
Financial Analyst.
Thomas J. Saeger 51 Executive Vice
Executive Vice President and Assistant President and
Secretary, Nicholas Company, Inc., 700 Secretary
N. Water Street, Milwaukee, WI 53202,
the Adviser to the Fund, and employed
by the Adviser since 1969. He is a
Certified Public Accountant.
Jeffrey T. May 39 Senior Vice
Senior Vice President and Treasurer, President
Nicholas Company, Inc., 700 N. Water
Street, Milwaukee, WI 53202, the
Adviser to the Fund, and employed by
the Adviser since July 1987. From
July 1984 to July 1987, he was with
Arthur Andersen & Co. of Milwaukee.
He is a Certified Public Accountant.
<PAGE>
Lynn S. Nicholas 39 Vice President
Senior Vice President, Nicholas
Company, Inc., 700 N. Water Street,
Milwaukee, WI 53202, the Adviser to
the Fund, and employed by the Adviser
since September 1983. She is a
Chartered Financial Analyst.
34 Vice President
David O. Nicholas
Senior Vice President, Nicholas
Company, Inc., 700 N. Water Street,
Milwaukee, Wisconsin 53202, the
Adviser to the Fund, and employed by
the Adviser since December 1985. He
is a Chartered Financial Analyst.
Kathleen A. Evans 47 Vice President
Vice President, Nicholas Company,
Inc., 7000 N. Water Street, Milwaukee,
WI 53202, the Adviser to the Fund, and
employed by the Adviser since March
1985.
Candace L. Lesak 39 Vice President
Employee, Nicholas Company, Inc., the
Adviser to the Fund, since February
1983. She is a Certified Financial
Planner.
____________________
* Mr. Nicholas is the only director of the Fund who is an
"interested person" in the Adviser, as that term is defined in
the 1940 Act, and is the only director who has a direct or
indirect interest in the Adviser. Mr. Nicholas is President and
a director of the Adviser and owns 91% of the outstanding voting
securities of the Adviser.
See "Investment Adviser" for a description of the
relationships of the officers of the Fund to the Adviser and
the family relationships between directors of the Adviser
and officers and directors of the Fund.
Mr. Nicholas is also a member of the Board of Directors
of Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Limited
Edition, Inc., Nicholas Income Fund, Inc. and Nicholas
Equity Income Fund, Inc. Mr. Hansen and Mr. Robertson also
are members of the Board of Directors of Nicholas Income
Fund, Inc. Mr. Schultz also is a member of the Board of
Directors of Nicholas Fund, Inc., Nicholas II, Inc.,
Nicholas Limited Edition, Inc., Nicholas Equity Income Fund,
Inc. and Nicholas Income Fund, Inc. Mr. Nicholas also is
President of Nicholas Fund, Inc., Nicholas II, Inc.,
Nicholas Limited Edition, Inc. and Nicholas Equity Income
Fund, Inc. and is President and Treasurer of Nicholas Income
Fund, Inc. Mr. Johnson also is Senior Vice President of
Nicholas Fund, Inc., and Executive Vice President of
Nicholas II, Inc., Nicholas Limited Edition, Inc., Nicholas
Income Fund, Inc. and Nicholas Equity Income Fund, Inc. Mr.
Saeger also is Senior Vice President and Secretary of
Nicholas Fund, Inc., Executive Vice President and Secretary
of Nicholas II, Inc. and Nicholas Equity Income Fund, Inc.,
Executive Vice President, Secretary and a director of
Nicholas Limited Edition, Inc., and Executive Vice President
and Secretary of Nicholas Income Fund, Inc. Mr. May also is
Vice President of Nicholas Income Fund, Inc., Nicholas II,
Inc., Nicholas Limited Edition, Inc., Nicholas Equity Income
Fund, Inc. and Nicholas Fund, Inc. Ms. Lesak also is Vice
President of Nicholas Fund, Inc., Nicholas II, Inc.,
Nicholas Equity Income Fund, Inc., Nicholas Limited Edition,
Inc., Nicholas Income Fund, Inc. and Nicholas Money Market
Fund, Inc. Ms. Evans also is Assistant Vice President of
Nicholas II, Inc. and Nicholas Income Fund, Inc. David O.
Nicholas also is Vice President of Nicholas Income Fund,
Inc. and Senior Vice President of Nicholas Fund, Inc.,
Nicholas Limited Edition, Inc., Nicholas II, Inc. and
Nicholas Equity Income Fund, Inc. Lynn S. Nicholas also is
Senior Vice President of Nicholas Fund, Inc., Nicholas
Limited Edition, Inc., Nicholas II, Inc. and Nicholas Equity
Income Fund, Inc.
<PAGE>
The Investment Advisory Agreement between the Fund and
Nicholas Company, Inc. states that the Fund shall pay the
directors' fees of directors who are not interested persons
of the Adviser. The amount of such fees is subject to
increase or decrease at any time, but is subject to the
overall limitation on the Fund's annual expenses. The
aggregate remuneration paid by the Fund during 1995 to all
Fund directors as a group amounted to $8,250. No
remuneration is paid to officers and directors of the Fund
who are "interested persons" of the Adviser.
The table below sets forth the aggregate compensation
received from the Fund by all directors of the Fund during
the year ended December 31, 1995. No officers of the Fund
receive any compensation from the Fund, but rather, are
compensated by the Adviser in accordance with its investment
advisory agreement with the Fund.
TOTAL
PENSION OR COMPENSATION
RETIREMENT ESTIMATED FROM
AGGREGATE BENEFITS ANNUAL FUND AND
COMPENSATION ACCRUED AS BENEFITS FUND
FROM THE PART OF THE UPON COMPLEX
FUND(1) FUND RETIREMENT PAID TO
NAME AND POSITION EXPENSES DIRECTORS (1)
_______________ ____________ ____________ ___________ ______________
Albert O. Nicholas,
Director(2) $0 $0 $0 $0
Frederick F. Hansen,
Director(2) $3,000 $0 $0 $6,000
Melvin L. Schultz,
Director(2) $2,250 $0 $0 $15,900
Jay H. Robertson, $2,250 $0 $0 $4,500
Director-(2)
_______________
(1) During the fiscal year ended December 31, 1995, the
Fund and other funds in its Fund Complex (i.e., those
funds which also have Nicholas Company, Inc. as its
investment adviser, namely Nicholas Fund, Inc.,
Nicholas II, Inc., Nicholas Money Market Fund, Inc.,
Nicholas Limited Edition, Inc. and Nicholas Equity
Income Fund, Inc.) compensated those directors who are
not "interested persons" of the Adviser in the form of
an annual retainer per director per fund and meeting
attendance fees. During the year ended December 31,
1995, the Fund compensated the disinterested directors
at a rate of $500 per director per meeting attended,
and an annual retainer of $1,000 per director. The
disinterested directors did not receive any other form
or amount of compensation from the Fund Complex during
the fiscal year ended December 31, 1995. All other
directors and officers of the Fund were compensated by
the Adviser in accordance with its investment advisory
agreement with the Fund.
(2) Mr. Nicholas also is a member of the Board of Directors
of Nicholas Fund, Inc., Nicholas II, Inc., Nicholas
Limited Edition, Inc., Nicholas Equity Income Fund,
Inc. and Nicholas Income Fund, Inc. Mr. Hansen also is
a member of the Board of Directors of Nicholas
Income Fund, Inc. Mr. Schultz also is a member of the
Board of Directors of Nicholas Fund, Inc., Nicholas II,
Inc., Nicholas Limited Edition, Inc., Nicholas Equity
Income Fund, Inc., and Nicholas Income Fund, Inc. Mr.
Robertson also is a director of Nicholas Income Fund,
Inc.
<PAGE>
PRINCIPAL SHAREHOLDERS
Nicholas Company, Inc., the investment adviser to the
Fund, owned 8,966,299 shares as of March 29, 1996; the
Nicholas Family Foundation owned 2,971,320 shares;
Albert O. Nicholas, President, Treasurer and a Director of
the Fund, President and a Director of the Adviser, and owner
of 91% of the outstanding voting securities of the Adviser,
owned 6,655,843 shares; and the Nicholas Company, Inc.
Profit-Sharing Trust, of which Mr. Nicholas and David E.
Leichtfuss are trustees, owned 194,885 shares. The
collective beneficial ownership of Nicholas Company, Inc.
was 18,788,347 shares or 16.9% as of March 29, 1996.
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 December 31, 1994. All directors and executive
officers of the Fund as a group (eleven in number) owned
approximately 18.4% of the full shares of the Fund as of
March 29, 1996.
PURCHASE OF CAPITAL STOCK
Applications for the purchase of shares are made to
Nicholas Money Market Fund, Inc., c/o Firstar Trust Company,
P.0. Box 2944, Milwaukee, Wisconsin, 53201-2944. The Board
of Directors has established $2,000 as the minimum initial
purchase and $100 as the minimum for any subsequent
purchase, except in the case of dividend reinvestment or
purchase through the Automatic Investment Plan. Management
reserves the right to waive the minimums for custodial
accounts. Purchase of shares will be made in full and
fractional shares computed to two decimal places. Due to
the fixed expenses incurred by the Fund in maintaining
individual accounts, the Fund reserves the right to redeem
accounts that fall below the $2,000 minimum required
investment due to shareholder redemption. In order to
exercise this right, the Fund will give advance written
notice of at least 30 days to the accounts below such
minimum.
The price per share, which is expected by management to
remain constant at $1.00 per share, will be the net asset
value next computed after the time the order is received in
proper form and accepted by the Fund. The net asset value
for a particular day is applicable to all orders for the
purchase of shares received at or before the close of
trading on the New York Stock Exchange ("Exchange") on that
day (usually 4:00 p.m. New York time). Applications for
purchase of shares received after the close of trading on
the Exchange will be based on the net asset value as
determined as of the close of trading on the next day the
Exchange is open. Generally, shares of the Fund will not be
purchased on days when the Federal Reserve Banks are closed.
The Fund's transfer agent, Firstar Trust Company, will
credit the shareholder's account with the number of shares
purchased. Written confirmations are issued for all
purchases of Fund shares. Certificates representing Fund
shares purchased will not be issued.
Shares can be purchased in the following ways:
PURCHASE BY MAIL:
To open an account by mail, simply complete an
application and together with a check made payable to
Nicholas Money Market Fund, Inc., and mail both to Firstar
Trust Company, P.O. Box 2944, Milwaukee, Wisconsin,
53201-2944.
All applications to purchase capital stock are subject
to acceptance or rejection by authorized officers of the
Fund and are not binding until accepted. Applications will
not be accepted unless they are accompanied by payment in
U.S. funds. Payment should be made by check drawn on a U.S.
bank, savings & loan or credit union. The custodian will
charge a $15 fee against a shareholder's account for any
payment check returned to the custodian for insufficient
funds, and the investor involved will be responsible for any
loss incurred by the Fund. It is the policy of the Fund not
to accept applications under circumstances or in amounts
considered disadvantageous for shareholders. For example,
if an individual previously tried to purchase shares with a
bad check, or the proper social security number or taxpayer
identification number is omitted, the Fund reserves the
right not to accept future applications from that
individual. Any accounts (including custodial accounts)
<PAGE>
opened without a proper social security number or taxpayer
identification number may be liquidated and distributed to
the owner(s) of record on the first business day following
the 60th day of investment, net of the back-up withholding
tax amount.
The Fund does not consider the U.S. Postal Service or
other independent delivery service to be its agent.
Therefore, deposit in the mail or with any such service, or
receipt at Firstar Trust Company's Post Office Box, of
purchase applications or redemption requests does not
constitute receipt by Firstar Trust Company or the Fund.
Correspondence intended for overnight courier should not be
sent to the Post Office Box address. Overnight courier
delivery should be sent to Firstar Trust Company, Third
Floor, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
PURCHASE BY FEDERAL WIRE TRANSFER:
To purchase additional shares of the Fund by federal
wire transfer, please send to:
FIRSTAR BANK MILWAUKEE, N.A.
ABA #0750-00022
TRUST FUNDS, ACCOUNT #112-952-137
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
CREDIT TO NICHOLAS MONEY MARKET FUND, INC.
[YOUR ACCOUNT NUMBER AND THE TITLE OF THE ACCOUNT]
If a wire purchase is to be an initial purchase, please call
Firstar Trust Company (414-276-0535) with the appropriate
account information prior to sending the wire to insure
proper credit. Funds received after the close of the
Exchange will be valued at the net asset value next
determined by the Fund.
Shares of Common Stock of the Fund may be purchased or
sold through certain broker-dealers, financial institutions
or other service providers ("Processing Intermediaries").
When shares of Common Stock of the Fund are purchased this
way, the Processing Intermediary, rather than its customer,
may be the shareholder of record. Processing Intermediaries
may use procedures and impose restrictions in addition to or
different from those applicable to shareholders who invest
in the Fund directly. A Processing Intermediary may be
required to register as a broker or dealer under certain
state laws.
An investor intending to invest in the Fund through a
Processing Intermediary should read the program materials
provided by the Processing Intermediary in conjunction with
this Prospectus. Processing Intermediaries may charge fees
or other charges for the services they provide to their
customers. investors who do not wish to receive the
services of a Processing Intermediary, or pay the fees that
may be charged for such services, may want to consider
investing directly with the Fund. Direct purchase or sale
of shares of Common Stock of the Fund may be made without a
sales or redemption charge.
PURCHASE BY AUTOMATIC INVESTMENT PLAN:
If you wish to invest $50 or more with the Fund at
regular intervals, consider using our Automatic Investment
Plan. To use this service, you authorize Firstar Trust
Company to draw a check on your bank checking account. No
service fee is charged to shareholders for participation in
the Automatic Investment Plan. Forms to initiate this
service can be obtained by calling the Nicholas Company,
Inc. at (414) 272-6133.
REDEMPTION OF CAPITAL STOCK
A shareholder may require the Fund at any time during
normal business hours to redeem his or her shares in whole
or in part. Redemption requests must be signed by each
shareholder, in the exact manner as the Fund account is
registered, and must state the amount of redemption and
identify the shareholder account number and taxpayer
identification number or social security number. All
redemptions will be processed at the net asset value next
determined after receipt of the request. The Fund will
return redemption requests that contain restrictions as to
the time or date redemptions are to be effected. If any
portion of the shares to be redeemed represents an
<PAGE>
investment made by personal or certified check, the Fund
reserves the right to hold a payment up to 15 days or until
satisfied that investments made by check have been
collected, at which time the redemption request will be
processed and payment made. A shareholder who anticipates
the need for immediate access to their investment should
purchase shares by wiring Federal funds.
REDEMPTION BY MAIL
Redemption is accomplished by delivering an original
signed written request for redemption addressed to Nicholas
Money Market Fund, Inc., c/o Firstar Trust Company, P.O. Box
2944, Milwaukee, Wisconsin 53201-2944. Facsimile
transmission of redemption requests is not acceptable. If
the account registration is individual, joint tenants, sole
proprietorship, custodial (Uniform Transfer to Minors Act),
or general partners, the written request must be signed
exactly as the account is registered. If the account is
owned jointly, both owners must sign.
The Fund may require additional supporting documents
for redemptions made by corporations, executors,
administrators, trustees and guardians. Specifically, if
the account is registered in the name of a corporation or
association, the written request must be accompanied by a
corporate resolution signed by the authorized person(s). A
redemption request for accounts registered in the name of a
legal trust must have a copy of the title and signature page
of the trust agreement on file or be accompanied by the
trust agreement and signed by the trustee(s). If the
trustee(s)'s name is not registered on the account, a copy
of the trust document certified within the last 60 days is
required.
If there is doubt as to what documents or instructions
are necessary in order to redeem shares, please write or
call Firstar Trust Company (414-276-0535), prior to
submitting the redemption request. A redemption request
will not become effective until all documents have been
received in proper form by Firstar Trust Company.
Redemption cannot be accomplished by telegraphing or
faxing the Fund or Firstar Trust Company. The redemption
price is the net asset value next computed after the time of
receipt by Firstar Trust Company of the written request in
the proper form set forth above.
Shareholders who have an individual retirement account
("IRA") or another retirement plan must indicate on their
redemption requests whether or not to withhold Federal
income tax. They must elect not to have Federal income tax
withheld; otherwise, the redemption will be subject to
withholding. Please consult your current Disclosure
Statement for any applicable fees.
All redemptions will be processed immediately upon
receipt. Share redemption orders are effected at the net
asset value next determined after receipt of the order in
proper form by the Fund. The Fund will return redemption
requests that contain restrictions as to the time or date
redemptions are to be effected. The Fund ordinarily will
make payment for redeemed shares within seven days after
receipt of a request in proper form, except as provided by
the rules of the Securities and Exchange Commission.
Redemption proceeds to be wired normally will be wired on
the next business day after a net asset value is determined.
Firstar Trust Company charges a wire redemption fee of up to
$10.00. The Fund reserves the right to hold payment up to
15 days or until satisfied that investments made by check
have been collected. During the period prior to the time
the shares are redeemed, dividends on such shares will
accrue and be payable.
SIGNATURE GUARANTEES
A signature guarantee of each owner is required to
redeem shares in the following situations, for all size
transactions: (1) if you change the ownership on your
account; (ii) when you want the redemption proceeds sent to
a different address than is registered on the account; (iii)
if the proceeds are to be made payable to someone other than
the account owner(s); (iv) any redemption transmitted by
federal wire transfer to your bank; or (v) if a change of
address request has been received by the Fund or Firstar
Trust Company within 15 days of a redemption request. In
addition, signature guarantees will be required for all
<PAGE>
redemptions of $100,000 or more from any shareholder account
in the Nicholas Family of Funds. A redemption will not be
processed until the signature guarantee, if required, is
received in proper form.
REDEMPTION BY TELEPHONE
Telephone redemption is automatically extended to all
accounts in the Fund unless this privilege is declined in
writing. This option does not apply to IRA accounts and
master retirement plans for which Firstar Trust Company acts
as custodian. Telephone redemptions can only be made by
calling Firstar Trust Company at 800-544-6547 or (414) 276-
0535. In an effort to prevent unauthorized or fraudulent
redemption requests by telephone, the Fund and its transfer
agent employ reasonable procedures to confirm that such
instructions are genuine. In addition to the account
registration, you will be required to provide either the
account number or social security number. Telephone calls
will be recorded. Telephone redemption requests must be
received prior to the closing of the New York Stock Exchange
(usually 4:00 p.m., Eastern time) to receive that day's net
asset value. There will be no exceptions due to market
activity. The maximum telephone redemption is $25,000 per
account/per business day. The maximum telephone redemption
for related accounts is $100,000 per business day. The
minimum telephone redemption is $1,000 except when redeeming
an account in full.
The Fund reserves the right to refuse a telephone
redemption if it is believed advisable to do so. Procedures
for redeeming Fund shares by telephone may be modified or
terminated at any time by the Fund or Firstar Trust Company.
Neither the Fund nor Firstar Trust Company will be liable
for following instructions communicated by telephone that it
reasonably believes to be genuine. In all other cases, the
shareholder will bear the risk of loss in the event of a
fraudulent telephone redemption.
The shareholder may instruct Firstar Trust Company to
mail the proceeds to the address of record or to directly
mail the proceeds to a pre-authorized bank account. The
proceeds may also be wired to a pre-authorized account at a
commercial bank in the United States. Firstar Trust Company
charges a wire redemption fee of up to $10.00. Please
contact the Fund for the appropriate form if you are
interested in setting your account up with wiring
instructions.
<PAGE>
Although not anticipated, it is possible that
conditions may arise in the future which would, in the
opinion of the Fund's Adviser or Board of Directors, make it
undesirable for the Fund to pay for all redemptions in cash.
In such cases, the Board may authorize payment to be made in
portfolio securities or other property of the Fund.
However, the Fund has obligated itself under the 1940 Act to
redeem for cash all shares presented for redemption by any
one shareholder up to $250,000 (or 1% of the Fund's net
assets if that is less) in any 90-day period. Securities
delivered in payment of redemptions would be valued at the
same value assigned to them in computing the net asset value
per share. Shareholders receiving such securities would
incur brokerage costs when these securities are sold.
EXCHANGE BETWEEN FUNDS
If a shareholder chooses to exercise the exchange
privilege, the shares will be exchanged at their next
determined net asset value. Shareholders interested in
exercising the exchange privilege must obtain an
authorization form and the appropriate prospectus from
Nicholas Company, Inc. When an exchange into the Fund would
involve investment of the exchanged amount on a day when the
New York Stock Exchange is open for trading but the Federal
Reserve Banks are closed, shares of the Fund will be
redeemed on the day upon which the exchange request is
received; however, issuance of Fund shares may be delayed an
additional day in order to avoid the dilutive effect on
return (i.e. reduction in net investment income per share)
which would result from issuance of such shares on a day
when the exchanged amount cannot be invested. Shares of the
Fund will not be redeemed on any day when the Federal
Reserve Banks are closed. An exchange constitutes a sale
for Federal tax purposes and a capital gain or loss
generally will be recognized upon the exchange, depending
upon whether the net asset value at the time is more or less
than the shareholder's cost. An exchange between the funds
involving master retirement(Keogh) plan and IRA accounts
generally will not constitute a taxable transaction for
Federal tax purposes.
This exchange privilege is available only in states
where shares of the fund being acquired may legally be sold,
and the privilege may be terminated or modified only upon 60
days advance notice to shareholders; however, procedures for
exchanging Fund shares by telephone may be modified or
terminated at any time by the Fund or Firstar Trust Company.
Shareholders are reminded that Nicholas Limited Edition,
Inc. is restricted in size to ten million shares, and that
the exchange privilege into that fund may be terminated or
modified at a time when that maximum is reached.
Shares of the Fund which have been outstanding at least
15 days may be exchanged for shares of other investment
companies for which Nicholas Company, Inc. serves as the
investment adviser and which permit such exchanges.
Nicholas Company, Inc. is also the investment adviser to
Nicholas Fund, Inc., Nicholas II, Inc., Nicholas Limited
Edition, Inc., Nicholas Income Fund, Inc. and Nicholas
Equity Income Fund, Inc. Nicholas Fund, Inc. has an
investment objective of capital appreciation. Nicholas II,
Inc. and Nicholas Limited Edition, Inc. have long-term
growth as their investment objective. Nicholas Income Fund,
Inc.'s investment objective is to seek high current income.
Nicholas Equity Income Fund, Inc. has an investment
objective of reasonable income, with moderate long-term
growth as a secondary consideration. Exchange of shares can
be accomplished in the following ways:
EXCHANGE BY MAIL
An exchange of shares of the Fund for shares of other
available Nicholas mutual funds will be made without cost to
the investor through written request. Shareholders
interested in exercising the exchange by mail privilege may
obtain the appropriate prospectus from Nicholas Company,
Inc.
Signatures required are the same as previously
explained under "Redemption of Capital Stock".
<PAGE>
EXCHANGE BY TELEPHONE
Shareholders may exchange by telephone among all funds
for which the Nicholas Company, Inc. serves as investment
adviser. Only exchanges of $1,000 or more may be executed
using the telephone exchange privilege. Firstar Trust
Company charges a $5.00 fee for each telephone exchange. In
an effort to avoid the risks often associated with large
market timers, the maximum telephone exchange per account
per day is set at $100,000 with a maximum of $1,000,000 per
day per related accounts. Exchanges between the Fund and
Nicholas Equity Income Fund, Inc. are limited to $25,000 per
day and $100,000 per day for related accounts. Four
telephone exchanges during any twelve month period, per
account will be allowed. An exchange consists of a move
from one fund to another fund. The Fund reserves the right
to refuse a telephone exchange if it is believed advisable
to do so.
IRA and master retirement plan accounts may be
exchanged by telephone into Nicholas Fund, Inc. or Nicholas
II, Inc. Procedures for exchanging Fund shares by telephone
may be modified or terminated at any time by the Fund or
Firstar Trust Company. Neither the Fund nor Firstar Trust
Company will be responsible for the authenticity of exchange
instructions received by telephone. As a result, the
shareholder will bear the risk of loss in the event of a
fraudulent telephone redemption. The Staff of the Securities
and Exchange Commission is currently considering the
propriety of this policy.
Telephone exchanges can ONLY be made by calling Firstar
Trust Company at (414) 276-0535. In addition to account
registration, you will be required to provide pertinent
information regarding your account (social security number
or account number). Calls will be recorded.
TRANSFER OF CAPITAL STOCK
Shares of the Fund may be transferred in instances such
as the death of a shareholder, change of account
registration, change of account ownership and in cases where
shares of the Fund are transferred as a gift. Documents and
instructions necessary to transfer capital stock can be
obtained by writing or calling Firstar Trust Company at
(414) 276-0535 or Nicholas Company, Inc. at (414) 272-6133
prior to submitting any transfer requests.
DETERMINATION OF NET ASSET VALUE AND USE OF AMORTIZED COST
METHOD OF VALUATION
The net asset value of a share of the Fund is
determined by dividing the total value of the net assets of
the Fund by the total number of shares outstanding at that
time. The net asset value of the shares is expected by
management to remain constant at $1.00 per share. Net
assets of the Fund are determined by deducting the
liabilities of the Fund from total assets. The net asset
value is determined as of the close of trading on the New
York Stock Exchange on each day the Exchange is open for
unrestricted trading and when the Federal Reserve Banks are
open for business.
Portfolio securities are valued on an amortized cost
basis, whereby a security is initially valued at its
acquisition cost. Thereafter, a constant straight-line
amortization is assumed each day regardless of the impact of
fluctuating interest rates.
Pursuant to Section 270.2a-7 of the Code of Federal
Regulations, the Board of Directors has established
procedures designed to stabilize the net asset value per
share at $1.00. Under most conditions, management believes
this will be possible, but there can be no assurance that
they can do so on a continuous basis. In connection with
its use of the amortized cost method of valuation and in
order to hold itself out as a "money market" fund, the Fund
will comply with the applicable provisions of Section 270.2a-
7, and in particular, will comply with the following: (i)
<PAGE>
the Fund will maintain a dollar-weighted average portfolio
maturity appropriate to its objective of maintaining a
stable net asset value per share and specifically will limit
the dollar weighted average portfolio maturity of the Fund
to not more than 90 days and the remaining maturity of each
portfolio security to not more than 397 days (with certain
exceptions permitted by the rules of the Commission); (ii)
the Fund will limit its portfolio investments to those
instruments its Board of Directors determines present
minimal credit risks, and are otherwise in accordance with
the Fund's investment objectives and restrictions; and (iii)
the Fund will adhere to the portfolio diversification
requirements set forth in Section 270.2a-7. Calculations
are done periodically to compare the value of the Fund's
portfolio at amortized cost versus current market values.
In the event the per share net asset value should deviate
from $1.00 by 1/2 of 1% or more, the Board of Directors will
promptly consider what action, if any, should be taken.
INCOME, DIVIDENDS AND FEDERAL TAX STATUS
The Fund intends to continue to qualify annually as a
"regulated investment company" under the Internal Revenue
Code of 1986 and intends to take all other action required
to ensure that little or no Federal income or excise taxes
will be payable by the Fund. As a result, the Fund
generally will seek to distribute annually to its
shareholders substantially all of its net investment income
and net realized capital gain (after utilization of any
available capital loss carryovers).
The net investment income increased or reduced by
realized gains or losses, if any, for each day is declared
as a dividend to shareholders of record. Shares purchased
will begin earning dividends on the day following the day
the purchase order is confirmed. Shares redeemed will earn
dividends through the date of the redemption order. Unless
otherwise requested, dividends will be reinvested
automatically in additional Fund shares on the last business
day of each month. If you request in writing that your
dividends be paid in cash, the Fund will issue a check
within five business days of the reinvestment date. If all
of your shares are redeemed during a month, dividends
credited to your account from the beginning of the dividend
period through the time of redemption will be paid with the
redemption proceeds.
A statement of all calendar year-to-date transactions,
including shares accumulated from dividends and capital
gains distributions, is mailed to each shareholder
quarterly. Information as to each shareholder's tax status
is given annually.
For Federal income tax purposes, distributions from the
Fund, whether received in cash or invested in additional
shares of the Fund, will be taxable to the Fund's
shareholders, except those shareholders who are not subject
to tax on their income. Distributions paid from the Fund's
net investment income are taxable to shareholders as
ordinary income. The Fund does not intend to generate
capital gains. Because the investment income of the Fund
will be derived from interest rather than dividends, no
portion of such dividends will qualify for the dividends
received deduction for corporations.
Under federal law, some shareholders may be subject to
a 31% withholding on reportable dividends, capital gain
distributions (if any) and redemption payments. Generally,
the only shareholders subject to backup withholding will be
those (i) for whom a taxpayer identification number is not
on file with the Fund or who, to the Fund's knowledge, have
furnished an incorrect number; or (ii) who have failed to
declare or underreported certain income on their federal
returns. When establishing an account, an investor must
certify under penalties of perjury that the taxpayer
identification number supplied to the Fund is correct and
that he is not subject to withholding.
The foregoing tax discussion relates solely to U.S.
Federal income taxes and is not intended to be a complete
discussion of all federal income tax consequences.
Shareholders should consult with a tax adviser concerning
the application of federal, state and local taxes to an
investment in the Fund.
<PAGE>
PERFORMANCE DATA
The Fund's standard yield quotations, which may appear
in advertising and sales material, is calculated according
to the methods prescribed by the Commission. Under these
methods, the current yield is based on a seven day period
and computed by dividing the net investment income per share
by the price per share during the period (expected to remain
constant at $1.00) to arrive at a "base period return," and
the result is divided by seven and multiplied by 365 carried
out to the nearest 1/100 of 1%. Net investment income per
share includes accrued interest on the Fund's investments,
plus or minus purchase discount or premiums less accrued
expenses. Excluded from the calculations are realized gains
and losses on the sale of securities and unrealized
appreciations and depreciations on the Fund's current
portfolio. The Fund's effective yield which also may appear
in advertisements and sales material is determined by taking
the "base period return" and calculating the effect of
compounding.
The following formulas are used:
Standard Current Yield = Net Investment Income Per Share X 365
_______________________________ ___
Price Per Share 7
Effective Yield = [(Base Period Return + 1) 365 divided by 7] - 1
INDIVIDUAL RETIREMENT ACCOUNT
Individuals may be able to establish their own
tax-sheltered individual retirement account ("IRS"). The
Fund offers a prototype IRA Plan for adoption by individuals
who qualify for spousal, deductible and non-deductible IRA
accounts.
As long as the aggregate IRA contributions meet the
Fund's minimum investment requirement of $2,000, the Fund
will accept any allocation of such contribution between
spousal, deductible and non-deductible accounts. The
acceptability of this calculation is the sole responsibility
of the shareholder. For this reason, it is advisable for
taxpayers to consult with their personal tax adviser to
determine the deductibility of their IRA contributions.
A description of applicable service fees and
application forms are available upon request from the Fund.
The IRA documents also contain a Disclosure Statement which
the IRS requires to be furnished to individuals who are
considering adopting an IRA. As drastic changes occur from
time to time in IRA regulations, it is important you obtain
up-to-date information from the Fund before opening an IRA.
Because a retirement program involves commitments
covering future years, it is important that the investment
objectives of the Fund are consistent with your own
retirement objectives. Premature withdrawals from an IRA
may result in adverse tax consequences. Consultation with a
tax adviser regarding tax consequences is recommended.
MASTER RETIREMENT PLAN
The Fund has available a master retirement plan
(formerly called a "Keogh" plan) for self-employed
individuals. Any person seeking additional information or
wishing to participate in the plan may contact the Fund.
Consultation with a tax adviser regarding the tax
consequences of the plan is recommended.
DIVIDEND REINVESTMENT PLAN
Unless a shareholder elects to accept cash in lieu of
shares, all dividends and capital gains distributions
automatically are reinvested in shares through the Dividend
Reinvestment Plan. An election to accept cash may be made
in an application to purchase shares or by separate written
notification. All reinvestments are at the net asset value
per share in effect on the dividend or distribution record
date and are credited to the shareholder's account. If the
application of such distributions to the purchase of
additional shares of the Fund would result in the issuance
of fractional shares, the Fund may, at its option, either
issue fractional shares (computed to three decimal places)
<PAGE>
or pay to the shareholder cash equal to the value of the
fractional share on the dividend or distribution payment
date. Shareholders will be advised of the number of shares
purchased and the price following each reinvestment. As in
the case of normal purchases, stock certificates are not
issued unless requested. In no instance will a certificate
be issued for a fraction of a share.
Shareholders may withdraw from or thereafter elect to
participate in the Dividend Reinvestment Plan at any time by
giving written notice to the Transfer Agent. An election
must be received by Firstar Trust Company prior to the
dividend record date of any particular distribution for the
election to be effective for that distribution. If an
election to withdraw from or participate in the Dividend
Reinvestment Plan is received between a dividend record date
and payment date, it shall become effective on the day
following the payment date. The Fund may modify or
terminate the Dividend Reinvestment Plan at any time on 30
days' written notice to participants.
BROKERAGE
The Adviser is responsible for decisions to buy and
sell securities for the Fund. Normally, the Fund will pay
no brokerage commissions on purchases and sales of portfolio
securities since most of its purchases and sales will be
principal transactions. Purchases may be made directly from
the issuer, from underwriters and from dealers. When
purchases are made from underwriters, the price will include
the spread between the price paid by the underwriters to the
issuer and the price paid by the Fund. The purchase price
of securities purchased from a dealer will be on a net basis
which reflects the spread between the bid and asked price.
The Adviser, who decides to buy and sell securities,
selects a broker or dealer for the execution of a portfolio
transaction on the basis of the best security price
available and on the basis that such broker or dealer will
execute the order as promptly and efficiently as possible.
The Fund has not paid any brokerage commissions since
its inception (July 1, 1988). There are no brokers who
would be considered affiliates of the Fund or the Adviser.
The Adviser, who is the investment adviser to the
Nicholas Fund, Inc., Nicholas Income Fund, Inc., Nicholas
II, Inc., Nicholas Limited Edition, Inc. and Nicholas Equity
Income Fund, Inc., as well as to the Fund, may occasionally
make investment decisions which would involve the purchase
or sale of securities for the portfolios of more than one of
the six funds at the same time. As a result, the demand for
securities being purchased or the supply of securities being
sold may increase, which could have an adverse effect on the
price of those securities. It is the Adviser's policy not
to favor one fund over another in making recommendations or
in placing orders. If two or more of the Adviser's clients
are purchasing a given security on the same day from the
same broker or dealer, the Adviser may average the price of
the transactions and allocate the average among the clients
participating in the transactions. It is the Adviser's
policy to allocate the commission charged by such broker or
dealer to each fund in direct proportion to the number of
shares bought or sold by the particular fund involved.
The Adviser may effect portfolio transactions with
brokers or dealers who recommend the purchase of the Fund's
shares. The Adviser may not allocate brokerage on the basis
of recommendations to purchase shares of the Fund.
CAPITAL STRUCTURE
The Fund is authorized to issue three billion shares
(3,000,000,000) of Common Stock, par value $0.0001 per
share. Each full share has one vote and all shares
participate equally in dividends and other distributions by
the Fund and in the residual assets of the Fund in the event
of liquidation. There are no conversion or sinking fund
provisions applicable to shares, and holders have no
preemptive rights and may not cumulate their votes in the
election of directors. Shares are redeemable and are
transferable. Fractional shares entitle the holder to the
same rights as whole shares.
UNCERTIFICATED SHARES
The Fund will not issue certificates evidencing shares
purchased. Since certificates are not issued, the
shareholder's account will be credited with the number of
shares purchased. Written confirmations are issued for all
purchases of shares.
<PAGE>
SHAREHOLDER REPORTS
Shareholders will be provided at least semiannually
with a report or a current prospectus showing the Fund's
portfolio and other information. After the close of the
Fund's fiscal year, which ends December 31, an annual report
or current prospectus containing financial statements
audited by the Fund's independent public accountants, Arthur
Andersen LLP, will be sent to shareholders.
ANNUAL MEETING
Under the laws of the state of Maryland, registered
investment companies, such as the Fund, may operate without
an annual meeting of shareholders under specified
circumstances if an annual meeting is not required by the
Investment Company Act of 1940, as amended. The Fund has
adopted the appropriate provisions in its Articles of
Incorporation and will not hold annual meetings of
shareholders for the following purposes unless otherwise
required to do so: (1) election of directors; (2) renewal
of an investment advisory agreement; (3) ratification of the
selection of independent auditors; and (4) approval of a
distribution agreement.
COMMUNICATIONS BETWEEN SHAREHOLDERS
In the event the Fund is not required to hold annual
meetings of shareholders to elect Directors by virtue of the
amendment to Maryland law described under "Annual Meeting,"
the Board of Directors of the Fund will promptly call a
meeting of shareholders of the Fund for the purpose of
voting upon the question of removal of any Director when
requested in writing to do so by the record holders of not
less than 10% of the outstanding shares of Common Stock of
the Fund. The affirmative vote of two-thirds of the
outstanding shares, cast in person or by proxy at a meeting
called for such purpose, is required to remove a Director of
the Fund. The Fund will assist shareholders in
communicating with each other for this purpose pursuant to
the requirements of Section 16(c) of the Investment Company
Act of 1940, as amended.
CUSTODIAN AND TRANSFER AGENT
Firstar Trust Company, 615 East Michigan Street,
Milwaukee, Wisconsin 53202, acts as Custodian of the Fund.
As such, Firstar Trust Company holds all securities and cash
of the Fund, delivers and receives payment for securities
sold, receives and pays for securities purchased, collects
income from investments and performs other duties, all as
directed by officers of the Fund. Firstar Trust Company
does not exercise any supervisory function over the
management of the Fund, the purchase and sale of securities
or the payment of distributions to shareholders. Firstar
Trust Company also acts as the Fund's Transfer Agent and
Dividend Disbursing Agent.
INDEPENDENT ACCOUNTANTS AND LEGAL COUNSEL
Arthur Andersen LLP, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202, has been selected as the
independent accountants for the Fund. The selection of the
Fund's independent public accountants is not subject to
annual ratification by the Fund's shareholders unless
otherwise required by the Investment Company Act of 1940, as
amended. Michael Best & Friedrich, 100 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, has passed on the
legality of the shares of Common Stock of the Fund being
offered.
FINANCIAL INFORMATION
The financial statements and other financial
information relating to the Fund contained in the Annual
Report of the Fund for the fiscal year ended December 31,
1995, are incorporated herein by reference.
<PAGE>
Nicholas Money Market Fund, Inc.
Form N-1A
PART C: OTHER INFORMATION
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: Per share income and capital
____________________
changes information with respect to the Registrant's common stock
appears in Part A; the Registrant's statement of assets and
liabilities, including the schedule of investments, as of
December 31, 1995, and the related statement of operations for
the year then ended, the statement of changes in net assets for
each of the two years in the period then ended and the per share
income and capital changes for each of the years in the period
then ended are incorporated in Parts A and B by reference to the
Annual Report to Shareholders of the Registrant for its fiscal
year ended December 31, 1995.
(b) Exhibits: All exhibits required to be filed
________
pursuant to Item 24(b) are listed in the Exhibit Index which
appears elsewhere herein, and (i) appear in their entirety
herein, or (ii) are incorporated by reference to previous filings
with the Commission, as indicated in such Exhibit Index.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
The Registrant is not under common control with any other
person. The Registrant, Nicholas Fund, Inc., Nicholas II, Inc.,
Nicholas Income Fund, Inc., Nicholas Limited Edition, Inc. and
Nicholas Equity Income Fund, Inc. share a common investment
adviser, Nicholas Company, Inc.; however, each such fund has an
independent Board of Directors responsible for supervising the
investment and business management services provided by the
adviser. The Registrant does not control any other person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
As of December 31, 1995, the number of record holders of the
securities of the Registrant was as follows:
Title of Class Number of Record Holders
__________________ ___________________________
Common Stock 6,575
ITEM 27. INDEMNIFICATION
Article VII, Section 7 of the By-Laws of the Registrant
provides for the indemnification of its officers and directors
against liabilities incurred in such capacities to the extent
described therein, subject to the provisions of the Maryland
General Business Corporation Law; such Section 7 is incorporated
herein by reference to the By-Laws of the Registrant filed as an
Exhibit to the initial Registration Statement declared effective
on July 1, 1988.
The investment advisor to the Registrant, Nicholas Company,
Inc., has, by resolution of its Board of Directors, agreed to
indemnify the Registrant's officers, directors and employees to
the extent of any deductible or retention amount required under
insurance policies providing coverage to such persons in
connection with liabilities incurred by them in such capacities.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
None.
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
None.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books or other documents required to be
maintained pursuant to Section 31(a) of the Investment Company
Act of 1940, and the Rules of the Securities and Exchange
Commission promulgated thereunder, are located at the offices of
the Registrant, 700 North Water Street, Milwaukee, Wisconsin
53202 or Firstar Trust Company, 615 East Michigan Street,
Milwaukee, Wisconsin 53202.
ITEM 31. MANAGEMENT SERVICES
None.
ITEM 32. UNDERTAKINGS
The Registrant's By-Laws provide that it will indemnify its
officers and directors for liabilities incurred by them in any
proceeding arising by reason of the fact that any such person was
or is a director or officer of the Registrant. Insofar as
indemnification for liability arising under the Act may be
permitted to directors, officers and controlling persons of the
Registrant under the Securities Act of 1933 ("Act"), or
otherwise, the Registrant has been advised that, in the opinion
of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and may,
therefore, be unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer of controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the
Prospectus is sent or given, the latest Annual Report to
Shareholders which is incorporated by reference in the Prospectus
and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the
Prospectus, to deliver, or cause to be delivered to each person
to whom the Prospectus is sent or given, the latest Quarterly
Report which is incorporated by reference in the Prospectus to
provide such interim financial information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, as amended, the
Registrant, Nicholas Money Market Fund, Inc., a corporation
organized and existing under the laws of the State of Maryland,
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 25th
day of April, 1996.
NICHOLAS MONEY MARKET FUND,INC.
By: /s/ Thomas J. Saeger
___________________________
Thomas J. Saeger,
Executive Vice
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
this Amendment to the Registration Statement has been signed
below by the following persons in the capacities indicated on
April 25, 1996.
/s/Albert O. Nicholas* President (Chief Executive
______________________ Officer) Treasurer and Director
Albert O. Nicholas
/s/Thomas J. Saeger* Executive Vice President
______________________ (Chief Financial Officer and
Thomas J. Saeger Chief Accounting Officer)
and Secretary
/s/Melvin L. Schultz* Director
______________________
Melvin L. Schultz
/s/Jay H. Robertson* Director
______________________
Jay H. Robertson
*By: /s/ Thomas J. Saeger
____________________
Thomas J. Saeger, as
Attorney-in-Fact for the above officers
and directors, under authority of
Powers of Attorney previously filed and filed herewith.
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Description Page No.
_______________ _______________ _____________
(b)(1) Articles of Incorporation of the Registrant
(incorporated by reference to Part C of
Registrant's Pre-Effective Amendment No. 1
to the Registration Statement as filed with
the Commission on June 3, 1988). *
(b)(2) By-Laws of the Registrant (incorporated by
reference to Part C of Registrant's
Pre-Effective Amendment No. 1 to the
Registration Statement as filed with the
Commission on June 3, 1988). *
(b)(5) Investment Advisory Agreement, dated
April 27, 1988, between the Registrant and
Nicholas Company, Inc. (incorporated by
reference to Part C of Registrant's
Pre-Effective Amendment No. 1 to the
Registration Statement as filed with the
Commission on June 3, 1988). *
(b)(8) Custodian Agreement, dated April 27, 1988,
between the Registrant and Firstar Trust
Company (incorporated by reference to Part
C of Registrant's Pre-Effective Amendment
No. 1 to the Registration Statement as
filed with the Commission on June 3, 1988). *
(b)(10) Opinion of Michael Best & Friedrich,
counsel to the Registrant, concerning the
legality of the Registrant's common stock,
including consent to the use thereof.
(b)(11) Consent of Arthur Andersen LLP, independent
public accountants.
(b)(12) Statements of Assets and Liabilities of
Registrant, including the Schedule of
Investments, as of December 31, 1995,
and the related Statement of Changes in
Net Assets for each of the two years in
the period ended December 31, 1995, and
the Financial Highlights for each of the
seven years in the period ended December
31, 1994, and for the period from July 1,
1988 to December 31, 1988 [included in the
Annual Report to Shareholders of Registrant
for the fiscal year ended December 31,
1995].
(b)(14.1) Registrant's Prototype IRA Plan
(incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 to the
Registration Statement, as filed with the
Commission on June 3, 1988). *
____________________
*Previously filed with the Securities and Exchange Commission.
<PAGE>
Sequential
Exhibit No. Description Page No.
_______________ _______________ _____________
(b)(14.2) Registrant's Master Retirement Plan for
Self-Employed Individuals (incorporated by
reference to Registrant's Pre-Effective
Amendment No. 1 to the Registration
Statement, as filed with the Commission on
June 3, 1988). *
(b)(16) Schedule for computation of performance
quotation provided in response to Item 22
of Form N-1A.
(b)(17) Financial Data Schedule
(b)(99) Power of Attorney (incorporated by
reference to Registrant's initial
Registration Statement, as filed with the
Commission on June 3, 1988 and filed
herewith).*
____________________
*Previously filed with the Securities and Exchange Commission.
<PAGE>
LIST OF CONSENTS
1. Consent of Michael Best & Friedrich
(included in Exhibit (b)(10))
2. Consent of Arthur Andersen LLP
(included as Exhibit (b)(11))
<PAGE>
EXHIBIT NO. (b)(10)
OPINION OF MICHAEL BEST & FRIEDRICH,
COUNSEL TO THE REGISTRANT, CONCERNING THE
LEGALITY OF THE REGISTRANT'S COMMON STOCK,
INCLUDING CONSENT TO THE USE THEREOF.
<PAGE>
EXHIBIT NO. (B)(11)
CONSENT OF ARTHUR ANDERSEN LLP,
INDEPENDENT PUBLIC ACCOUNTANTS.
<PAGE>
EXHIBIT (B)(12)
ANNUAL REPORT TO SHAREHOLDERS
OF THE FUND FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 1995.
<PAGE>
EXHIBIT NO. (B)(16)
SCHEDULE FOR COMPUTATION OF PERFORMANCE
QUOTATION PROVIDED IN RESPONSE TO
ITEM 22 OF FORM N-1A.
<PAGE>
EXHIBIT NO. (B)(17)
FINANCIAL DATA SCHEDULE
<PAGE>
EXHIBIT NO. (B)(99)
POWER OF ATTORNEY
(INCORPORATED BY REFERENCE TO REGISTRANT'S
INITIAL REGISTRATION STATEMENT, AS FILED WITH THE
COMMISSION ON JUNE 3, 1988 AND FILED HEREWITH).
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report,
and to all references to our Firm, included in or made a part of this Form N-1A
registration statement for Nicholas Money Market Fund, Inc.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
April , 1996.
August 31, 1995
OFIS Filer Support
SEC Operations Center
6432 General Green Way
Alexandria, VA 22312-2413
RE: N-30D filing
Ladies/Gentlemen:
ON BEHALF OF NICHOLAS MONEY MARKET FUND, INC. THIS ELECTRONIC
DOCUMENT IS BEING SUBMITTED PURSUANT TO EDGAR RULES ON ELECTRONIC FILING.
Sincerely,
/s/ Jeffrey T. May
------------------
Jeffrey T. May
Senior Vice President
<PAGE>
NICHOLAS MONEY MARKET FUND, INC.
August 28, 1995
Report to Shareholders:
During the first half of 1995 short-term interest rates
remained relatively stable. The Federal Reserve's only move
was to increase, in early February, two important short-term
lending rates it controls. This move was anticipated by
investors and had already been reflected in commercial paper
rates. In early July, the Federal Reserve cut short-term
interest rates by a quarter percentage point in an attempt
to revive the economy. At this point, it is unclear if
further reductions in rates will occur since economic
indicators are mixed.
The Fund's 7-day current and effective yields ranged from a
low in early January of 5.57% and 5.73%, respectively, to a
high in late February of 5.64% and 5.80%, respectively.
Yields As Of Yields As Of
6/30/95 7/31/95
----------- -----------
[S] [C] [C]
Current 7-Day * 5.59% 5.51%
Effective 7-Day* 5.75% 5.66%
Current 6-Month* 5.62% 5.60%
Effective 6-Month* 5.76% 5.75%
*The current yield represents the annualized net investment
income per share for the stated time periods. The effective
yield assumes compounding. All performance data is
historical and does not represent future results.
The Fund continues to invest in short-term corporate
securities, mainly commercial paper. The weighted average
maturity of 25 days remains relatively short. We continue
to focus on the purchase of high quality investments. This
investment practice will allow the Fund to maintain a stable
net asset value and a high quality liquid portfolio. Our
commitment to low operating costs also helps enhance the
yield to investors.
Management would like to thank our shareholders for their
continued support.
Sincerely,
/s/ Albert O. Nicholas
------------------------
Albert O. Nicholas
President
<PAGE>
STATEMENT OF NET ASSETS
June 30, 1995 (unaudited)
<TABLE>
Yield to Amortized
Principal Maturity Maturity Cost
Amount Date (Note 1 (b)) (Note 1 (a))
----------- ---------- ------------ -------------
<S> <C> <C> <C>
COMMERCIAL PAPER - 92.5%
$1,200,000 General Motors Acceptance Corporation............ 07/03/95 6.21% $ 1,200,000
4,500,000 Cortez Capital Corporation....................... 07/05/95 6.08% 4,498,512
2,720,000 Morgan Stanley Group, Inc........................ 07/06/95 6.09% 2,718,647
2,390,000 Coca-Cola Enterprises Inc........................ 07/07/95 6.08% 2,388,420
1,190,000 AIG Funding Inc.................................. 07/10/95 6.08% 1,188,625
2,025,000 Fleetwood Credit Corporation..................... 07/11/95 6.09% 2,022,318
2,095,000 Fleetwood Credit Corporation..................... 07/11/95 6.09% 2,092,221
1,225,000 LOCAP, Inc....................................... 07/11/95 6.12% 1,223,367
334,000 LOCAP, Inc....................................... 07/11/95 6.12% 333,555
2,425,000 Coca-Cola Enterprises Inc........................ 07/12/95 6.08% 2,421,393
1,500,000 Fleetwood Credit Corporation..................... 07/13/95 6.11% 1,497,513
2,000,000 American Express Credit Corporation.............. 07/14/95 5.98% 1,996,419
1,500,000 BHP Finance (USA) Inc............................ 07/17/95 6.13% 1,496,512
3,900,000 BHP Finance (USA) Inc............................ 07/17/95 6.13% 3,890,930
3,000,000 Dover Corporation................................ 07/17/95 6.07% 2,993,058
2,090,000 American Honda Finance Corporation............... 07/18/95 6.07% 2,084,819
1,400,000 American Honda Finance Corporation............... 07/19/95 6.04% 1,396,316
2,000,000 LaCrosse Footwear, Inc........................... 07/19/95 6.28% 1,994,533
2,800,000 Whirlpool Corporation............................ 07/20/95 6.07% 2,792,133
2,000,000 Ford Motor Credit Company........................ 07/21/95 6.06% 1,994,060
3,000,000 Home Depot, Inc. (The)........................... 07/24/95 6.05% 2,989,657
2,950,000 Donnelley (R.R.) & Sons Company.................. 07/25/95 6.06% 2,939,328
2,325,000 Norwest Corporation.............................. 07/26/95 6.07% 2,316,177
1,011,000 LOCAP, Inc....................................... 07/27/95 6.14% 1,006,956
1,795,000 Marshall & Ilsley Corporation.................... 07/27/95 6.07% 1,787,880
2,450,000 Cooper Industries Inc............................ 07/28/95 6.12% 2,439,792
2,175,000 Mosinee Paper Corporation........................ 07/28/95 6.28% 2,165,711
2,000,000 Norwest Financial, Inc........................... 07/28/95 6.07% 1,991,750
3,000,000 Weyerhaeuser Real Estate Company................. 07/31/95 6.08% 2,986,093
4,300,000 Torchmark Corporation............................ 08/01/95 6.01% 4,279,667
4,250,000 CS First Boston Inc.............................. 08/02/95 6.09% 4,228,856
2,140,000 American Honda Finance Corporation............... 08/03/95 6.14% 2,128,980
3,650,000 Ford Motor Credit Company........................ 08/04/95 6.07% 3,630,695
2,425,000 Marshall & Ilsley Corporation.................... 08/04/95 6.08% 2,412,174
2,300,000 General Signal Corporation....................... 08/07/95 6.10% 2,286,650
5,325,000 Newell Co........................................ 08/08/95 6.10% 5,293,210
4,770,000 Banta Corporation................................ 08/09/95 6.28% 4,739,850
</TABLE>
The accompanying notes to financial statements are an integral part of
this statement.
STATEMENT OF NET ASSETS (CONTINUED)
June 30, 1995 (unaudited)
<TABLE>
Principal Maturity Maturity Cost
Amount Date (Note 1 (b)) (Note 1 (a))
----------- ---------- ------------ -------------
<S> <C> <C> <C>
COMMERCIAL PAPER - 92.5% (Continued)
$3,700,000 Chrysler Financial Corporation................... 08/10/95 6.11% $ 3,676,684
1,500,000 Mosinee Paper Corporation........................ 08/11/95 6.28% 1,490,006
2,000,000 Mosinee Paper Corporation........................ 08/18/95 6.30% 1,984,283
3,250,000 General Signal Corporation....................... 08/21/95 6.10% 3,223,679
2,525,000 Hitachi Credit America Corp...................... 08/24/95 6.07% 2,503,354
-----------
TOTAL COMMERCIAL PAPER.............. 104,724,783
-----------
FLOATING RATE NOTES - 7.9%
4,000,000 General Motors Acceptance Corporation
Medium-Term Notes........................... 05/20/96 5.94% 4,000,703
5,000,000 Anchor National Life
Funding Agreement........................... 05/26/96 6.21% 5,000,000
-----------
TOTAL FLOATING RATE NOTES........... 9,000,703
-----------
VARIABLE DEMAND NOTES - 0.1%
993 Pitney Bowes Credit Corporation.................. 07/03/95 5.55% 993
8,767 Wisconsin Electric Power Company................. 07/03/95 5.77% 8,767
-----------
TOTAL VARIABLE DEMAND NOTES......... 9,760
-----------
TOTAL INVESTMENTS................... 113,735,246
-----------
LIABILITIES, NET OF CASH AND
RECEIVABLES (0.5%).................. (552,797)
-----------
TOTAL NET ASSETS
(Basis of percentages disclosed above) $113,182,449
-----------
-----------
NET ASSET VALUE PER SHARE
-------------------------
($.0001 par value, 3,000,000,000
shares authorized), offering price
and redemption price
($113,182,449 devided by 113,182,449
shares outstanding)................. $1.00
-----
-----
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
<PAGE>
STATEMENT OF OPERATIONS
For the six months ended June 30, 1995 (unaudited)
<TABLE>
<S>
INCOME: <C>
Interest............................................... $3,335,404
---------
EXPENSES:
Management fee (Note 2)................................ 163,184
Transfer agent fees.................................... 43,986
Registration fees...................................... 20,811
Legal fees............................................. 20,566
Postage................................................ 12,039
Custodian fees......................................... 8,661
Printing............................................... 3,427
Directors' fees........................................ 4,500
Telephone.............................................. 1,350
Other operating expenses............................... 1,606
---------
280,130
---------
Net investment income....................... $3,055,274
---------
---------
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
For the six months ended June 30, 1995 (unaudited)
and the year ended December 31, 1994
<TABLE> 1995 1994
<S> ----------- -----------
OPERATIONS: <C> <C>
Net investment income.................................. $ 3,055,274 $ 4,714,571
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net investment income
($0.028 and $0.038 per share, respectively)............. (3,055,274) (4,714,571)
----------- -----------
Increase in net assets from investment activities.. _ _
----------- -----------
CAPITAL SHARE TRANSACTIONS (all at $1.00 per share):
Proceeds from shares issued............................ 72,572,991 116,899,460
Net asset value of shares issued in distributions from
net investment income.................................. 2,968,221 3,993,882
Cost of shares redeemed................................ (80,443,987) (125,349,299)
------------ -----------
Decrease in net assets derived from capital share
transactions...................................... (4,902,775) (4,455,957)
----------- -----------
Total decrease in net assets...................... (4,902,775) (4,455,957)
----------- -----------
NET ASSETS, at the beginning of the period.................. 118,085,224 122,541,181
-----------
-----------
NET ASSETS, at the end of the period........................ $ 113,182,449 $ 118,085,224
------------ ------------
------------ ------------
</TABLE>
The accompanying notes to financial statements are an integral part
of these statements.
<PAGE>
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
<TABLE>
Six Months
Ended 6/30/95 Year ended December 31,
(unaudited) -------------------------------------------------
1994 1993 1992 1991 1990
------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD..... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income............ .028 .038 .027 .033 .056 .078
----- ----- ----- ----- ----- -----
LESS DISTRIBUTIONS:
Dividends (from net
investment income)............... (.028) (.038) (.027) (.033) (.056) (.078)
----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF PERIOD........... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions).... $113.2 $118.1 $122.5 $138.7 $147.0 $143.9
Ratio of expenses to average net assets. .51%* .53% .54% .54% .52% .53%
Ratio of net investment income
to average net assets................. 5.57%* 3.83% 2.67% 3.30% 5.61% 7.84%
</TABLE>
* Annualized
The accompanying notes to financial statements are an integral part
of these statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
June 30, 1995 (unaudited)
(1) Summary of Significant Accounting Policies -
The Nicholas Money Market Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940, as
amended, as an open-end diversified investment company. The
following is a summary of significant accounting policies
followed by the Fund.
(a) Securities held by the Fund, excluding floating rate
notes and variable demand notes, are valued on the basis of
amortized cost, done on a straight line method which is not
materially different than the level yield method. Amortized
cost approximates market value and does not take into
account unrealized gains or losses or the impact of
fluctuating interest rates. Floating rate notes and
variable demand notes are valued at cost or amortized cost
if purchased at a discount or premium to the par amount with
the interest rate varying at different time periods
depending on the issue. Investment transactions are
accounted for on the trade date.
(b) Yield to maturity is calculated at date of purchase for
commercial paper. For floating rate notes and variable
demand notes, the yield to maturity is calculated weekly on
the interest reset date.
(c) The Fund maintains a dollar-weighted average portfolio
maturity of 90 days or less and purchases investments which
have maturities of 397 days or less. As of June 30, 1995,
the Fund's dollar-weighted average portfolio maturity was 25
days. Days to maturity on floating rate notes and variable
demand notes are based on the number of days until the
interest reset date.
(d) It is the Fund's policy to comply with the requirements
of the Internal Revenue Code applicable to regulated
investment companies, and to distribute all of its taxable
income to its shareholders. Therefore, no Federal income
tax or excise tax provision is required.
(2) 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) to serve as investment adviser and manager.
Under the terms of the agreement, a monthly fee is paid to
the investment adviser at an annual rate of .30 of 1% of the
daily average net asset value of the Fund. The adviser will
reimburse the Fund if total operating expenses (other than
the management fee) incurred by the Fund exceed .50 of 1% of
the average net assets for the year. At June 30, 1995, the
Fund owed Nicholas Company, Inc. $29,538 for advisory
services.
<PAGE>
Officers and Directors
ALBERT O. NICHOLAS
President, Treasurer and Director
FREDERICK F. HANSEN
Director
JAY H. ROBERTSON
Director
MELVIN L. SCHULTZ
Director
DAVID L. JOHNSON
Executive Vice President
THOMAS J. SAEGER
Executive Vice President and Secretary
JEFFREY T. MAY
Senior Vice President
DAVID O. NICHOLAS
Vice President
LYNN S. NICHOLAS
Vice President
KATHLEEN A. EVANS
Vice President
CANDACE L. LESAK
Vice President
Custodian and Transfer Agent
FIRSTAR TRUST COMPANY
Milwaukee
(414) 276-0535
Counsel
MICHAEL, BEST & FRIEDRICH
Milwaukee
Auditors
ARTHUR ANDERSEN LLP
Milwaukee
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.
SEMIANNUAL REPORT
NICHOLAS
MONEY MARKET FUND,
INC.
700 North
Water Street
Milwaukee,
Wisconsin 53202
June 30, 1995
April 25, 1996
Nicholas Money Market Fund, Inc.
700 North Water Street
Suite 1010
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel to Nicholas Money Market Fund,
Inc. (the "Fund"), a corporation organized under the laws of the
State of Maryland, in connection with the preparation and filing
of a registration statement on Form N-1A and amendments thereto
("Registration Statement"), relating to the registration of the
shares of common stock of the Fund ("Common Stock") under the
Securities Act of 1933, as amended.
We have reviewed the Articles of Incorporation and By-
Laws of the Fund and the Registration Statement; we have also
examined such other corporate records, certified documents and
other documents as we deem necessary for the purposes of this
opinion and we have considered such questions of law as we
believe to be involved. We have assumed without independent
verification the genuineness of signatures and the conformity
with originals of all documents submitted to us as copies. Based
upon the foregoing, we are of the opinion that:
1. The Fund is validly organized under the laws of
the State of Maryland, and has the corporate power to carry on
its present business and is duly authorized to own its properties
and conduct its business in those states where such authorization
is presently required.
2. The Fund is authorized to issue up to three
billion (3,000,000,000) shares of Common Stock, par value $.0001
per share, including those shares currently issued and
outstanding.
<PAGE>
Nicholas Money Market Fund, Inc.
April 25, 1996
Page Two
3. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Registration Statement have been
duly authorized and, upon the effectiveness of Post-Effective
Amendment No. 8 to the Registration Statement and compliance with
applicable federal and state securities laws and regulations,
when sold, issued (within the limits authorized under the
Articles of Incorporation of the Fund) and paid for as
contemplated in the Registration Statement, such shares will have
been validly and legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us in the
Prospectus comprising Part A and elsewhere in the Registration
Statement.
Very truly yours,
MICHAEL BEST & FRIEDRICH
/s/ David E. Leichtfuss
___________________________
David E. Leichtfuss
DEL/ljg
<TABLE>
<CAPTION>
NICHOLAS MONEY MARKET FUND
Starting date: 12/31/94 future value 1,056.42
Ending date: 12/31/95 present value 1,000.00
Total Return 5.6417% # years 1
Average annual return 5.6417% # days 365.00
INV INC CAP GAIN # of SHARES REINVESTED REINVESTED CUM TOTAL
DATE /SHARE /SHARE INVEST PURCHASED INV INC CAP GAIN SHARES MARKET VALUE
---------- ------------- ----------- ------------- ---------- ----------- ----------------------------------
<C> <C> <C> <C> <C> <C> <C>
12/31/94 A 0.004542084190 1000 1000 1,000.000 $1,000.00
01/31/95 M 0.004770809660 4.7708 1004.7708 $1,004.77
02/28/95 M 0.004306709520 4.3273 1009.0981 $1,009.10
03/31/95 Q 0.004780229940 4.8237 1013.9218 $1,013.92
04/30/95 M 0.004625495350 4.6899 1018.6117 $1,018.61
05/31/95 M 0.004771518600 4.8603 1023.4720 $1,023.47
06/30/95 S 0.004599705330 4.7077 1028.1797 $1,028.18
07/31/95 M 0.004710752160 4.8435 1033.0232 $1,033.02
08/31/95 M 0.004597144600 4.7490 1037.7721 $1,037.77
09/30/95 Q 0.004430147180 4.5975 1042.3696 $1,042.37
10/31/95 M 0.004426979820 4.6145 1046.9842 $1,046.98
11/30/95 M 0.004415368660 4.6228 1051.6070 $1,051.61
12/31/95 A 0.004574137160 4.8102 1056.4172 $1,056.42
</TABLE>
<TABLE>
<CAPTION>
NICHOLAS MONEY MARKET FUND
Starting date: 12/31/90 future value 1,231.79
Ending date: 12/31/95 present value 1,000.00
Total Return 23.1791% # years 5
Average annual return 4.2575% # days 1826.00
INV INC CAP GAIN # of SHARES REINVESTED REINVESTED CUM TOTAL
DATE /SHARE /SHARE INVEST PURCHASED INV INC CAP GAIN SHARES MARKET VALUE
---------- ------------- ----------- ------------- ---------- ----------- ----------------------------------
<C> <C> <C> <C> <C> <C> <C>
12/31/90 A 0.006287430540 1000 1000 1,000.000 $1,000.00
01/31/91 M 0.006205596890 6.2056 1006.2056 $1,006.21
02/28/91 M 0.005046068680 5.0774 1011.2830 $1,011.28
03/31/91 Q 0.005235391760 5.2945 1016.5774 $1,016.58
04/30/91 M 0.004801747460 4.8813 1021.4588 $1,021.46
05/31/91 M 0.004728090510 4.8295 1026.2883 $1,026.29
06/30/91 S 0.004533952280 4.6531 1030.9415 $1,030.94
07/31/91 M 0.004728191400 4.8745 1035.8160 $1,035.82
08/31/91 M 0.004615138680 4.7804 1040.5964 $1,040.60
09/30/91 Q 0.004286035910 4.4600 1045.0564 $1,045.06
10/31/91 M 0.004238581760 4.4296 1049.4860 $1,049.49
11/30/91 M 0.003888017070 4.0804 1053.5664 $1,053.57
12/31/91 A 0.003743958420 3.9445 1057.5109 $1,057.51
01/31/92 M 0.003470260330 3.6698 1061.1808 $1,061.18
02/29/92 M 0.002900740250 3.0782 1064.2590 $1,064.26
03/31/92 Q 0.003122147330 3.3228 1067.5817 $1,067.58
04/30/92 M 0.003017706700 3.2216 1070.8034 $1,070.80
05/31/92 M 0.002945716260 3.1543 1073.9577 $1,073.96
06/30/92 S 0.002800802800 3.0079 1076.9656 $1,076.97
07/31/92 M 0.002751225000 2.9630 1079.9286 $1,079.93
08/31/92 M 0.002485920460 2.6846 1082.6132 $1,082.61
09/30/92 Q 0.002289548210 2.4787 1085.0919 $1,085.09
10/31/92 M 0.002197324190 2.3843 1087.4762 $1,087.48
11/30/92 M 0.002257464500 2.4549 1089.9311 $1,089.93
12/31/92 A 0.002460944260 2.6823 1092.6134 $1,092.61
01/31/93 M 0.002489564160 2.7201 1095.3335 $1,095.33
02/28/93 M 0.002058382730 2.2546 1097.5882 $1,097.59
03/31/93 Q 0.002240955160 2.4596 1100.0478 $1,100.05
04/30/93 M 0.002167309830 2.3841 1102.4319 $1,102.43
05/31/93 M 0.002205619680 2.4315 1104.8635 $1,104.86
06/30/93 S 0.002149981680 2.3754 1107.2389 $1,107.24
07/31/93 M 0.002243626080 2.4842 1109.7232 $1,109.72
08/31/93 M 0.002231778310 2.4767 1112.1998 $1,112.20
09/30/93 Q 0.002158818400 2.4010 1114.6008 $1,114.60
10/31/93 M 0.002231998840 2.4878 1117.0886 $1,117.09
11/30/93 M 0.002209351450 2.4680 1119.5567 $1,119.56
12/31/93 A 0.002369126750 2.6524 1122.2090 $1,122.21
01/31/94 M 0.002339228210 2.6251 1124.8342 $1,124.83
02/28/94 M 0.002069626380 2.3280 1127.1621 $1,127.16
03/31/94 Q 0.002502674100 2.8209 1129.9831 $1,129.98
04/30/94 M 0.002607167190 2.9461 1132.9291 $1,132.93
05/31/94 M 0.002971021370 3.3660 1136.2951 $1,136.30
06/30/94 S 0.003147266840 3.5762 1139.8713 $1,139.87
07/31/94 M 0.003402258130 3.8781 1143.7494 $1,143.75
08/31/94 M 0.003497310860 4.0000 1147.7495 $1,147.75
</TABLE>
<TABLE>
<CAPTION>
NICHOLAS MONEY MARKET FUND
Starting date: 07/01/88 future value 1,506.92
Ending date: 12/31/95 present value 1,000.00
Total Return 50.6925% # years 7.501369863
Average annual return 5.6188% # days 2739.00
INV INC CAP GAIN # of SHARES REINVESTED REINVESTED CUM TOTAL
DATE /SHARE /SHARE INVEST PURCHASED INV INC CAP GAIN SHARES MARKET VALUE
---------- ------------- ----------- ------------- ---------- ----------- ----------------------------------
<C> <C> <C> <C> <C> <C> <C>
07/01/88 D 1000 1000 1,000.000 $1,000.00
07/31/88 M 0.005903298580 5.9033 1005.9033 $1,005.90
08/31/88 M 0.006321385530 6.3587 1012.2620 $1,012.26
09/30/88 Q 0.006221454980 6.2977 1018.5597 $1,018.56
10/31/88 M 0.006429942270 6.5493 1025.1090 $1,025.11
11/30/88 M 0.006351898070 6.5114 1031.6204 $1,031.62
12/31/88 A 0.006890000000 7.1079 1038.7283 $1,038.73
01/31/89 M 0.007128394240 7.4045 1046.1327 $1,046.13
02/28/89 M 0.006592451890 6.8966 1053.0293 $1,053.03
03/31/89 Q 0.007578622820 7.9805 1061.0098 $1,061.01
04/30/89 M 0.007549655430 8.0103 1069.0201 $1,069.02
05/31/89 M 0.007811978650 8.3512 1077.3713 $1,077.37
06/30/89 S 0.007385174420 7.9566 1085.3278 $1,085.33
07/31/89 M 0.007380303850 8.0100 1093.3379 $1,093.34
08/31/89 M 0.007045245370 7.7028 1101.0407 $1,101.04
09/30/89 Q 0.006845303830 7.5370 1108.5777 $1,108.58
10/31/89 M 0.007137723490 7.9127 1116.4904 $1,116.49
11/30/89 M 0.006771922550 7.5608 1124.0512 $1,124.05
12/31/89 A 0.006941090960 7.8021 1131.8533 $1,131.85
01/31/90 M 0.006833699260 7.7347 1139.5881 $1,139.59
02/28/90 M 0.006008595960 6.8473 1146.4354 $1,146.44
03/31/90 Q 0.006673787060 7.6511 1154.0865 $1,154.09
04/30/90 M 0.006518107570 7.5225 1161.6089 $1,161.61
05/31/90 M 0.006758994680 7.8513 1169.4602 $1,169.46
06/30/90 S 0.006507069480 7.6098 1177.0700 $1,177.07
07/31/90 M 0.006701652610 7.8883 1184.9583 $1,184.96
08/31/90 M 0.006559855440 7.7732 1192.7314 $1,192.73
09/30/90 Q 0.006313201180 7.5300 1200.2614 $1,200.26
10/31/90 M 0.006546493100 7.8575 1208.1189 $1,208.12
11/30/90 M 0.006289283320 7.5982 1215.7171 $1,215.72
12/31/90 A 0.006287430540 7.6437 1223.3608 $1,223.36
01/31/91 M 0.006205596890 7.5917 1230.9525 $1,230.95
02/28/91 M 0.005046068680 6.2115 1237.1640 $1,237.16
03/31/91 Q 0.005235391760 6.4770 1243.6410 $1,243.64
04/30/91 M 0.004801747460 5.9717 1249.6127 $1,249.61
05/31/91 M 0.004728090510 5.9083 1255.5210 $1,255.52
06/30/91 S 0.004533952280 5.6925 1261.2134 $1,261.21
07/31/91 M 0.004728191400 5.9633 1267.1767 $1,267.18
08/31/91 M 0.004615138680 5.8482 1273.0249 $1,273.02
09/30/91 Q 0.004286035910 5.4562 1278.4811 $1,278.48
10/31/91 M 0.004238581760 5.4189 1283.9001 $1,283.90
11/30/91 M 0.003888017070 4.9918 1288.8919 $1,288.89
12/31/91 A 0.003743958420 4.8256 1293.7175 $1,293.72
01/31/92 M 0.003470260330 4.4895 1298.2070 $1,298.21
02/29/92 M 0.002900740250 3.7658 1301.9728 $1,301.97
03/31/92 Q 0.003122147330 4.0650 1306.0377 $1,306.04
04/30/92 M 0.003017706700 3.9412 1309.9789 $1,309.98
05/31/92 M 0.002945716260 3.8588 1313.8378 $1,313.84
06/30/92 S 0.002800802800 3.6798 1317.5176 $1,317.52
07/31/92 M 0.002751225000 3.6248 1321.1424 $1,321.14
08/31/92 M 0.002485920460 3.2843 1324.4266 $1,324.43
09/30/92 Q 0.002289548210 3.0323 1327.4590 $1,327.46
10/31/92 M 0.002197324190 2.9169 1330.3758 $1,330.38
11/30/92 M 0.002257464500 3.0033 1333.3791 $1,333.38
12/31/92 A 0.002460944260 3.2814 1336.6605 $1,336.66
01/31/93 M 0.002489564160 3.3277 1339.9882 $1,339.99
02/28/93 M 0.002058382730 2.7582 1342.7464 $1,342.75
03/31/93 Q 0.002240955160 3.0090 1345.7554 $1,345.76
04/30/93 M 0.002167309830 2.9167 1348.6721 $1,348.67
05/31/93 M 0.002205619680 2.9747 1351.6467 $1,351.65
06/30/93 S 0.002149981680 2.9060 1354.5527 $1,354.55
07/31/93 M 0.002243626080 3.0391 1357.5919 $1,357.59
08/31/93 M 0.002231778310 3.0298 1360.6217 $1,360.62
09/30/93 Q 0.002158818400 2.9373 1363.5590 $1,363.56
10/31/93 M 0.002231998840 3.0435 1366.6025 $1,366.60
11/30/93 M 0.002209351450 3.0193 1369.6218 $1,369.62
12/31/93 A 0.00236912675 3.2448 1372.8666 $1,372.87
01/31/94 M 0.00233922821 3.2114 1376.0781 $1,376.08
02/28/94 M 0.00206962638 2.8480 1378.9260 $1,378.93
03/31/94 Q 0.00250267410 3.4510 1382.3770 $1,382.38
04/30/94 M 0.00260716719 3.6041 1385.9811 $1,385.98
05/31/94 M 0.00297102137 4.1178 1390.0989 $1,390.10
06/30/94 S 0.00314726684 4.3750 1394.4739 $1,394.47
07/31/94 M 0.00340225813 4.7444 1399.2183 $1,399.22
08/31/94 M 0.00349731086 4.8935 1404.1118 $1,404.11
09/30/94 Q 0.00354201391 4.9734 1409.0852 $1,409.09
10/31/94 M 0.00383149234 5.3989 1414.4841 $1,414.48
11/30/94 M 0.00389888955 5.5149 1419.9990 $1,420.00
12/31/94 A 0.00454208419 6.4498 1426.4487 $1,426.45
01/31/95 M 0.00477080966 6.8053 1433.2540 $1,433.25
02/28/95 M 0.00430670952 6.1726 1439.4266 $1,439.43
03/31/95 Q 0.00478022994 6.8808 1446.3074 $1,446.31
04/30/95 M 0.00462549535 6.6899 1452.9973 $1,453.00
05/31/95 M 0.00477151860 6.9330 1459.9303 $1,459.93
06/30/95 S 0.00459970533 6.7152 1466.6456 $1,466.65
07/31/95 M 0.00471075216 6.9090 1473.5546 $1,473.55
08/31/95 M 0.00459714460 6.7741 1480.3287 $1,480.33
09/30/95 Q 0.00443014718 6.5581 1486.8868 $1,486.89
10/31/95 M 0.00442697982 6.5824 1493.4692 $1,493.47
11/30/95 M 0.00441536866 6.5942 1500.0634 $1,500.06
12/31/95 A 0.00457413716 6.8615 1506.9249 $1,506.92
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 112,361,095
<INVESTMENTS-AT-VALUE> 112,361,095
<RECEIVABLES> 2,081,104
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 114,496,265
<PAYABLE-FOR-SECURITIES> 2,113,534
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 603,715
<TOTAL-LIABILITIES> 2,717,249
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 111,838,211
<SHARES-COMMON-STOCK> 111,838,211
<SHARES-COMMON-PRIOR> 118,085,224
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 111,838,211
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,651,885
<OTHER-INCOME> 0
<EXPENSES-NET> 568,169
<NET-INVESTMENT-INCOME> 6,083,716
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 6,083,716
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6,083,716
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 125,452,082
<NUMBER-OF-SHARES-REDEEMED> 137,608,434
<SHARES-REINVESTED> 5,909,339
<NET-CHANGE-IN-ASSETS> (6,247,013)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 330,975
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 568,169
<AVERAGE-NET-ASSETS> 110,637,457
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.055
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.055
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 0.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
