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Correspondence 0000723455-24-000006 from NICHOLAS II, INC (CIK 0000723455)

NICHOLAS II, INC (CIK 0000723455)
Date: May 17, 2024 · CIK: 0000723455 · Accession: 0000723455-24-000006

AI Filing Summary & Sentiment

File numbers found in text: 811-03851

Date
May 17, 2024
Author
/s/ Jennifer R. Kloehn
Form
CORRESP
Company
NICHOLAS II, INC (CIK 0000723455)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Investment Management, Disclosure Review Office Pearl Street, Suite 20-100 New York, N.Y. 10004-2616 RE: Sarbanes-Oxley Review of the Annual Report to Shareholders for Nicholas II, Inc. (the “Fund”) Registration Nos. 002-85030/811-03851

Dear Ms. Hamilton,

This letter is being filed via EDGAR as Correspondence in response to your verbal comment on the Fund’s Annual Report for the period ended September 30, 2022, received on April 19, 2024. We appreciate your assistance in this matter. Your comments as we understood them are detailed below with our responses immediately following.

Comment 1

For Form N-CEN, the attachment in response to item G.1.a.iii, Independent public accountant’s report on internal control per the instructions should indicate the city and state where the letter was issued.

Response 1

The Fund has submitted a request to its independent auditors to include the city and state where the letter was issued when providing these letters to the Fund for inclusion in all future Form N-CEN filings. The next N-CEN submission will occur for the fiscal year ended September 30, 2024.

Comment 2

For Form N-CSR for the period ended September 30, 2022, the response to items 4.i. and 4.j. were omitted. The United States Securities and Exchange Commission requests that the Fund respond to these items for this period in this letter correspondence and to respond to these items in all future Form N-CSR filings.

Response 2

For the period ended September 30, 2022, “not applicable” is the correct response for the Fund for items 4.i. and 4.j. for Form N-CSR.

Please call if you should have comments or questions regarding the above-noted responses. Thank you.

Very truly yours,
/s/ Jennifer R. Kloehn

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CORRESP
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May 17, 2024

VIA EDGAR

Ms.
Lauren Hamilton

Staff
Accountant

United
States Securities and Exchange Commission

Division
of Investment Management, Disclosure Review Office

100
Pearl Street, Suite 20-100

New
York, N.Y. 10004-2616

RE:       Sarbanes-Oxley Review of
the Annual Report to Shareholders for Nicholas II, Inc. (the “Fund”)

            Registration
Nos. 002-85030/811-03851

Dear
Ms. Hamilton,

This
letter is being filed via EDGAR as Correspondence in response to your verbal
comment on the Fund’s Annual Report for the period ended September 30, 2022, received
on April 19, 2024.  We appreciate your assistance in this matter.  Your comments
as we understood them are detailed below with our responses immediately
following.

Comment 1

            For Form N-CEN, the attachment in response
to item G.1.a.iii, Independent public accountant’s report on internal control
per the instructions should indicate the city and state where the letter was
issued.

Response 1

            The Fund has submitted a request to its
independent auditors to include the city and state where the letter was issued
when providing these letters to the Fund for inclusion in all future Form N-CEN
filings. The next N-CEN submission will occur for the fiscal year ended September
30, 2024.

Comment 2

            For Form N-CSR for the period ended September
30, 2022, the response to items 4.i. and 4.j. were omitted. The United States Securities and
Exchange Commission requests that the Fund
respond to these items for this period in this letter correspondence and to
respond to these items in all future Form N-CSR filings.

Response 2

            For the period ended September 30, 2022, “not
applicable” is the correct response for the Fund for items 4.i. and 4.j. for
Form N-CSR.

Please
call if you should have comments or questions regarding the above-noted
responses.  Thank you.

Very truly yours,

/s/ Jennifer R. Kloehn

Senior Vice President, Secretary and Treasurer

Cc:       Jason T. Thompson