NICOLET ADVISORY SERVICES, LLC

Retirement Planning Services Provided by NICOLET ADVISORY SERVICES, LLC a Registered Investment Adviser 111 North Washington Street Green Bay, WI 54301 (920) 617-5311 www.nicoletbank.com/wealth-management/ March 31, 2025 This brochure provides information about the qualifications and business practices of Nicolet Advisory Services, LLC (hereinafter “Nicolet Advisory Services” or the “we”, “us”, etc.). If you have any questions about the contents of this brochure, please contact us at the telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about us is available on the SEC’s website at www.adviserinfo.sec.gov. We are a registered investment adviser. Registration does not imply any level of skill or training. Investments and insurance products and services are subject to risks, including possible loss of principal, and are: NOT FDIC INSURED; NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY; and NEITHER DEPOSITS OR OTHER OBLIGATIONS OF, NOR GUARANTEED BY, Nicolet National Bank or any of its affiliates.  Item 2. Material Changes This is the initial brochure describing our retirement plan services. 2 FORM ADV PART 2 | Nic ole t Ad v i so ry S er v i ce s , L L C 2 | P a g e  Item 3. Table of Contents Item 1. Cover Page Item 2. Material Changes ................................................................................................................................................................ 2 Item 3. Table of Contents ............................................................................................................................................................... 3 Item 4. Advisory Business ............................................................................................................................................................. 4 Retirement Plan Services............................................................................................................................................................. 4 Consulting Services ..................................................................................................................................................................... 4 Participant Services ..................................................................................................................................................................... 5 Item 5. Fees and Compensation .................................................................................................................................................... 5 Fee Discretion .............................................................................................................................................................................. 5 Additional Fees and Expenses..................................................................................................................................................... 5 Direct Fee Debit ........................................................................................................................................................................... 5 Item 6. Performance-Based Fees and Side-by-Side Management ............................................................................................. 6 Item 7. Types of Clients .................................................................................................................................................................. 6 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ..................................................................................... 6 Methods of Analysis and Investment Strategies .......................................................................................................................... 6 Risk of Loss .................................................................................................................................................................................. 6 Item 9. Disciplinary Information .................................................................................................................................................... 7 Item 10. Other Financial Industry Activities and Affiliations ...................................................................................................... 7 Item 11. Code of Ethics .................................................................................................................................................................. 8 Item 12. Brokerage Practices ......................................................................................................................................................... 8 Recommendation of Broker/Dealers for Client Transactions ....................................................................................................... 8 Item 13. Review of Accounts ......................................................................................................................................................... 8 Account Reviews.......................................................................................................................................................................... 8 Account Statements and Reports ................................................................................................................................................ 9 Item 14. Client Referrals and Other Compensation ..................................................................................................................... 9 Item 15. Custody ............................................................................................................................................................................ 9 Item 16. Investment Discretion ...................................................................................................................................................... 9 Item 17. Voting Client Securities ................................................................................................................................................... 9 Item 18. Financial Information ....................................................................................................................................................... 9 3 FORM ADV PART 2 | Nic ole t Ad v i so ry S er v i ce s , L L C 3 | P a g e  to the criteria provided by the client to us. Item 4. Advisory Business Qualified Default Investment Alternative Assistance We will identify and select an investment product or model portfolio in connection with the definition of a “Qualified Default Investment Alternative” (“QDIA”) under ERISA (for plans subject to ERISA). Co n su lt in g S er vi c es We offer a variety of advisory services, including investment management, financial planning, and consulting services. We first registered as an investment adviser in May 2016 and are wholly owned by Nicolet Bankshares, Inc., a publicly-held corporation listed on the New York Stock Exchange (ticker: NIC). As of December 31, 2024, we had $3,847,510,942 of assets under discretionary management and $1,647,145 under non-discretionary management. Prior to us rendering any advisory services, clients are required to enter into one or more written agreements with us setting forth the relevant terms and conditions of the advisory relationship. Service Provider Liaison We will assist the Plan by acting as a liaison between the Plan and service providers, product sponsors and/or vendors. In such cases, we will act only in accordance with instructions from the client on investment or Plan administration matters and will not exercise judgment or discretion. This brochure generally discusses our Retirement Plan Services, but certain sections also discuss the activities of our supervised persons (e.g., our officers, partners, directors, and employees). Prior to us rendering any advisory services, clients are required to enter into one or more written agreements with us setting forth the relevant terms and conditions of the advisory relationship. Ret ir em ent Pla n Se r v i c e s In providing retirement plan services, we assist clients that are trustees or other fiduciaries to Plans by providing fee-based consulting and/or advisory services. In doing so, we perform one or more of the following services summarized below, as selected by the client in the client agreement. to any participants with respect to Participant Education If the Plan is participant-directed, we may provide investment education and information to participants as agreed from time to time, including in-person group sessions and printed education materials (which may include posters, payroll stuffers and emails) and other similar services. Unless otherwise agreed by us and the client, our participant education services will be limited to investment education services as defined by U.S. Department of Labor (DOL) Interpretative Bulletin 96-1. Absent a direct client relationship with a participant under a separate written agreement, we will not provide the individualized advice investment of their individual accounts under the Plan. Investment Policy Statement We will prepare an initial draft investment policy statement (“IPS”) for the Plan, including investment objectives, policies and constraints consistent with the Plan’s requirements and requirements under ERISA and provide an annual review of the IPS. The client is responsible for reviewing and adopting the IPS and updating the IPS to reflect changes in the Plan and investments of the Plan from time to time. If your Plan is a participant-directed Plan, your Plan’s recordkeeper and/or the investment provider that offers the investment platform through which your Plan’s investments are processed is required to provide to you information to comply with DOL regulations that require the delivery of information to your Plan’s participants about the Plan’s designated investment alternatives. If requested, we may assist you in coordinating with the recordkeeper and/or investment provider to obtain these materials. Your investment providers are responsible for ensuring that these materials are complete and accurate, and we do not make any representation as to the completeness and accuracy of these materials. as Investment Manager, we will Ongoing Investment Selection and Recommendations We will review the Plan’s investments and recommend investment manager(s) and investment(s) consistent with the requirements of the Plan’s IPS as adopted by Client. If the Plan is a participant- directed plan, we will recommend investment alternatives with a view to complying with the “broad range” requirement under regulations issued by the U.S. Department of Labor under ERISA Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If we have been engaged as an Investment Advisor to the Plan, we will assist the client in implementing the Plan’s investment program solely upon the client's direction. If we are appointed implement recommendations for the Plan after notice to the client. We will recommend, for consideration and selection by the client, investment replacements if an existing investment is no longer suitable as an investment option. Plan Search Support/Vendor Analysis We will assist clients with the preparation of requests for proposals, evaluation of proposals and bids and interviews of investment providers (e.g., insurance or brokerage firms or mutual fund complexes offering plan recordkeeping and investment services) and/or other plan service providers, as requested by the client from time to time. We will assist clients with conversions between investment providers and other plan service providers. In performing service provider search support services, we act in a solely advisory capacity. Clients are responsible for selecting the Plan's investment platform provider and other plan service vendors and determining whether their compensation is reasonable. Ongoing Investment Monitoring We will perform ongoing monitoring of investment options in relation Benchmarking Services We will provide clients with comparisons of Plan data (e.g., regarding 4 FORM ADV PART 2 | Nic ole t Ad v i so ry S er vi ce s , L L C 4 | P a g e  fees, services, participant enrollment and contributions) to data from the Plan’s prior years and/or a benchmark group of similar plans. respect to the Assistance Identifying Plan Fees We will assist clients in identifying the fees and other costs borne by the Plan for, as specified by the client, investment management, recordkeeping, participant education, participant communication and/or other services provided with respect to the Plan. Clients should understand that there generally will be two layers of investment management services. fees with Participants will pay an advisory fee to the fund manager and other expenses as shareholders of the funds held. Separate from those fees, the Plan pays us our fee for our investment recommendation services. Our fees may be higher or lower than the fees charged by other investment advisors or consultants for similar services. Our fees are based on factors such as total amount of assets involved in the client relationship, the complexity of the services we provide, and the number and range of supplementary advisory and client-related services to be provided. Pa r t i ci p an t Ser vi c es In connection with providing services at the plan level, we may establish a client relationship with one or more Plan participants or beneficiaries. Such client relationships develop in various ways, including, without limitation: 1. as a result of a decision by the Plan participant or beneficiary to purchase services from us not involving the use of Plan assets; Our fee is calculated on a pro rata basis for the initial billing period based on the number of days we provided services during that period. In the event the advisory agreement is terminated, our fee for the final billing period is prorated through the effective date of the termination and the outstanding portion of the fee is charged to the client. 2. as part of an individual or family financial plan for which any specific recommendations concerning the allocation of assets or investment recommendations relating to assets held outside of the Plan; or 3. through a rollover of Plan assets to an Individual Retirement Account. Fe e Di s c r e ti on We may, in our sole discretion, negotiate to charge a lesser fee based upon certain criteria, such as, for example (not limited to), anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, pre-existing/legacy relationship, and account retention. If we are providing retirement plan services to a plan, we may, when requested by a Plan participant or beneficiary, arrange to provide services to that participant or beneficiary through a separate agreement. If a Plan participant or beneficiary desires to affect an IRA Rollover from the Plan to an account advised or managed by one of our representatives, we are deemed to have a conflict of interest if the participant’s fees are reasonably expected to be higher than those paid to us in connection with the Retirement Plan Services. However, individualized services we provide directly to a participant through a separate agreement are fundamentally different than the educational services we offer through our plan-level retirement plan services. When providing advisory services, a conflict of interest exists if we recommend clients engage us for additional services that would increase our revenues, including rolling over assets held in employer- sponsored retirement plans to retirement accounts managed by us or moving other assets to our management. We mitigate this conflict by clearly disclosing all options available to clients and having clients decide whether our services are desired for additional assets. Clients always retain absolute discretion over all decisions regarding engaging us for services, including whether to place assets (or additional assets) under our management or engaging us to implement any recommendations, and are under no obligation to engage us or act upon any recommendations made or options available to them. We disclose relevant information about applicable fees charged by us prior to opening an IRA account. Any decision to affect the rollover or what to do with the rollover assets remain that of the Plan participant or beneficiary alone. In providing these optional services, we may offer employers and employees information on other financial and retirement products or services we offer. Item 5. Fees and Compensation to Ad d it io na l F e e s an d Exp e nse s In addition to the advisory fees paid to us, clients will incur additional charges imposed by third parties unaffiliated with the Firm, such as third-party administrators, custodians, other financial institutions, or certain investment products. These additional costs may include transaction costs and fees, custodial fees, charges imposed directly by mutual funds (e.g., management fees and other fund expenses disclosed in the respective fund’s prospectus), and other applicable fees related the operation of retirement plans. Applicable brokerage practices are described further in Item 12, below. Our fee for advisory services to Plans is based on the value of assets held by the Plan and is payable quarterly in arrears. Asset-based fees are generally based on the value of Plan assets as of the close of business on the last business day of the billing period as valued by the custodian of the assets. Our Retirement Plan Services fee is generally 0.60%, based on an annualized percentage of assets held in the Plan. Dir e c t F e e De b i t Clients authorize Vestwell to directly debit their accounts for payment of our fees for services through our standard client agreement. The 5 FORM ADV PART 2 | Nic ole t Ad v i so ry S er vi ce s , L L C 5 | P a g e  custodian holding clients’ accounts, from which we retain the authority to directly deduct fees, have agreed to send statements to clients detailing all account transactions, including any amounts paid to us, not less than quarterly. Before selecting a manager, we typically engage in multiple meetings with representatives of the firms which often includes an on-site due diligence meeting. The Nicolet Wealth Investment Research Team completes an internal research report which is then vetted by the Nicolet Wealth Investment Committee before becoming an approved asset for use by our investment adviser representatives. Item 6. Performance-Based Fees and Side-by- Side Management We do not provide any services for a performance-based fee (i.e., fees based on a share capital appreciation of a client’s assets). Item 7. Types of Clients Me th ods of An a l ys i s a nd I nv e s tm ent Str a te g ie s We utilize a combination of fundamental and technical analysis, as well as charting. The main sources we use include research from Schwab, Fidelity Brokerage Services LLC, Northern Trust, Morningstar Direct, and Morningstar Workstation, as well as research provided directly by investment companies and other information gathered through public websites. Other sources of information include financial newspapers, magazines, publications, whitepapers, research materials prepared by third party sources, rating services, annual reports, prospectuses, press releases, and filings with the SEC. Our retirement planning services are available to clients that are trustees or other fiduciaries to Plans, including 401(k) and 403(b) plans. Plans include participant directed defined contribution plans and may or may not be subject to ERISA. We do not require a minimum amount of assets for our retirement plan services. Ris k o f Los s Our retirement plan services are provided only to Plans and Plan Sponsors and not to any particular plan participant. Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Portfolio manager selection and review is completed by the Nicolet Wealth Investment Research Team, comprised of experienced investment professionals under the supervision of the Nicolet Wealth Management Investment Committee. Market Risks Investing involves risk, including the potential loss of principal, and all investors should be guided accordingly. The profitability of a significant portion of Nicolet Advisory Services’ recommendations and/or investment decisions may depend to a great extent upon correctly assessing the future course of price movements of stocks, bonds and other asset classes. There can be no assurance that Nicolet Advisory Services will be able to predict those price movements accurately or capitalize on any such assumptions. In selecting outside managers, we review the following qualitative and quantitative factors (as applicable) to filter out managers who are not a good fit: Qualitative Firm People Process Structure Structure Experience Clearly defined Investment Strategy Mutual Funds An investment in a mutual fund involves risk, including the loss of principal. Mutual fund shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Culture Tenure Consistently applied Investment Universe Resources Incentives Repeatable Position concentration Operations Team Dynamics Active Share Regulation Risk Management Risk Management Risk Management Competitive advantage Quantitative Performance Costs Liquidity Long-term results Expenses Fund Size Risk-adjusted returns Turnover Underlying securities Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Factor analysis/ Style drift Trading Costs ETF volume Peer analysis Fees ETF trading spread Scenario analysis Taxes ETF sponsor support Credit Risk This refers to the possibility that a particular bond issuer will not be able to make expected interest rate payments and/or principal 6 FORM ADV PART 2 | Nic ole t Ad v i so ry S er vi ce s , L L C 6 | P a g e  repayment. Typically, the higher the credit risk, the higher the interest rate on the bond. denominated vis-à-vis one's home currency may add risk to the value of a security. Item 9. Disciplinary Information We have not been involved in any legal or disciplinary events that are material to our clients’ evaluation of our advisory business or the integrity of our management. Interest Rate Risk Interest rate risk is the possibility that a fixed-rate debt instrument will decline in value as a result of a rise in interest rates. Whenever investors buy securities that offer a fixed rate of return, they are exposing themselves to interest rate risk. This is true for bonds and also for preferred stocks. Item 10. Other Financial Industry Activities and Affiliations Business Risk Business risk is the measure of risk associated with a particular security. It is also known as unsystematic risk and refers to the risk associated with a specific issuer of a security. Generally speaking, all businesses in the same industry have similar types of business risk. But used more specifically, business risk refers to the possibility that the issuer of a stock or a bond may go bankrupt or be unable to pay the interest or principal in the case of bonds. Broker-Dealer Representatives and Licensed Insurance Agents Certain of our supervised persons are registered representatives of Private Client Services, LLC (“PCS”) and offer securities brokerage services under a separate commission-based arrangement. licensed Additionally, several of our supervised persons are insurance agents and offer certain insurance products on a fully disclosed commissionable basis. Inflationary Risk Inflationary risk is the chance that the value of an asset or income will be eroded as inflation shrinks the value of a country's currency. Put another way, it is the risk that future inflation will cause the purchasing power of cash flow from an investment to decline. In their capacity as registered representatives of PCS or insurance agents, our supervised persons can provide advice about legacy positions and other investments held by clients, such as variable life insurance and annuity contracts and assets held in qualified tuition plans (i.e., 529 plans). These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. Liquidity Risk Liquidity risk refers to the possibility that an investor may not be able to buy or sell an investment as and when desired or in sufficient quantities because opportunities are limited. A good example of liquidity risk is selling real estate. In most cases, it will be difficult to sell a property at any given moment should the need arise, unlike government securities or blue chip stocks. Prior to effecting any transactions, clients are required to enter into a separate account agreement with PCS or the applicable insurance carrier. Clients are under no obligation to engage our supervised persons to effect securities or insurance transactions and are free to choose brokers or agents not affiliated with us. A conflict of interest exists to the extent that commissions or other additional compensation could affect recommendations to purchase securities or insurance products. In addition to internal procedures designed to ensure that all recommendations are made in the best interest of our clients, none of our supervised persons receive commissions or other compensation resulting from transactions in insurance products. Reinvestment Risk In a declining interest rate environment, bondholders who have bonds coming due or being called face the difficult task of investing the proceeds in bond issues with equal or greater interest rates than the redeemed bonds. As a result, they are often forced to purchase securities that do not provide the same level of income, unless they take on more credit or market risk and buy bonds with lower credit ratings. This situation is known as reinvestment risk: it is the risk that falling interest rates will lead to a decline in cash flow from an investment when its principal and interest payments are reinvested at lower rates. Social/Political / Legislative Risk Risk associated with the possibility of nationalization, unfavorable government action or social changes resulting in a loss of value is called social or political risk. Because the U.S. Congress has the power to change laws affecting securities, any ruling that results in adverse consequences is also known as legislative risk. These supervised persons are subject to FINRA rules that restrict registered representatives from conducting securities transactions away from their broker-dealer without its written consent. Therefore, supervised persons of ours who are affiliated with PCS are limited to conducting securities transactions through PCS if they have not secured written consent to execute securities transactions though a different broker-dealer. Absent such written consent, these supervised persons are prohibited from executing securities transactions through any broker-dealer other than PCS under its internal supervisory policies. to ensure We have developed procedures designed that recommendations made by our supervised persons are in the best Currency/Exchange Rate Risk Currency or exchange rate risk is a form of risk that arises from the change in price of one currency against another. The constant fluctuations in the foreign currency in which an investment is 7 FORM ADV PART 2 | Nic ole t Ad v i so ry S er vi ce s , L L C 7 | P a g e  without any appreciable impact on the markets. Therefore, under limited circumstances, exceptions may be made to our general policies. interest of clients. For certain accounts covered by the Employee Retirement Income Security Act of 1974 (“ERISA”) and any others that we, in our sole discretion, deem appropriate, we can provide investment advisory services on a fee-offset basis. In this scenario, we can offset our fees by an amount equal to the aggregate commissions and 12b-1 fees earned through transactions effected through PCS. No supervised person who has access to information regarding securities transactions we are (or intend to) engage in on behalf of clients may knowingly effect for themselves or members of their immediate family (e.g., spouse, minor children and adults living in the same household) a transaction in that security unless: the transaction for clients has been completed;   the transaction for the supervised person is completed as part of a batch trade with clients; or  an affirmative decision has been made not to engage in the transaction for the client without regard to the supervised person’s interest in engaging in the transaction. Related Bank We operate under common control with Nicolet National Bank, a community bank serving Wisconsin, Michigan, Minnesota, and Florida that offers solutions for commercial, residential, and private banking. In addition, some of our supervised persons own shares of stock or debt instruments issued by Nicolet Bankshares, Inc., the sole owner of ours and Nicolet National Bank. Because of the common ownership and connection between us, our supervised persons, and the bank, a conflict of interest exists to the extent that we recommend the banking services of Nicolet National Bank or discuss any investment in stock or debt instruments of Nicolet Bankshares. These requirements are not applicable to: (i) direct obligations of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. In the event a client requires banking services, we will recommend Nicolet National Bank. We do not receive any portion of any compensation received by Nicolet National Bank and we do not receive any form of referral fee in connection with banking services that the bank renders to our clients. Clients and prospective clients may contact us at any time (via the contact information on the cover page) to request a copy of our Code of Ethics. Item 12. Brokerage Practices required to provide written confirmation While clients can purchase securities issued by Nicolet Bankshares, we do not give advice on the purchase, sale, or retention of such securities. If clients request, our investment adviser representatives will discuss publicly available information but will not make any recommendations regarding Nicolet Bankshares securities. Clients will be that no recommendations were given in the event they request us to purchase securities issued by Nicolet Bankshares on their behalf and we will only act on unsolicited requests for sale transactions. Item 11. Code of Ethics We have adopted a Code of Ethics in compliance with applicable securities laws that sets forth the standards of conduct expected of our employees. Our Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices, such as the use of material non-public information by us and our supervised persons and trading securities ahead of clients in order to take advantage of pending orders. Rec o m m e nda ti on o f Br ok e r / D ea l e r s f or C l ie nt Tr an s a c t io ns We do not execute trades for Clients participating in Retirement Plan Services. We only work with Plan Sponsors who enter a custodial services agreement with Vestwell Trust Company (“Vestwell”) to provide custody services through its sub-custodian Matrix Trust Company (“Matrix”). Vestwell and Matrix take, hold, invest, and distribute all plan assets in accordance with the agreement between them and the Plan Sponsor. Vestwell and Matrix, as part of that agreement, agree to accept any oral, written, or electronic direction from us in our role as investment manager as defined under ERISA Section 3(38) and described under Item 4. If you, as a client, do not engage Vestwell and Matrix for its custodial services, we are unable to provide you with ERISA Fiduciary services. Item 13. Review of Accounts Our Code of Ethics also requires certain of our personnel to report their personal securities holdings and transactions as well as obtain pre-approval before making certain investments. However, our supervised persons are permitted to buy and sell securities that we recommend to clients if done in a fair and equitable manner that is consistent with our internal policies and procedures. Our Code of Ethics recognizes that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed Acc o u nt Re v i e ws We perform an annual review with each Plan Sponsor, which includes a review of the following, as appropriate: reviewing Plan goals and objectives; current platform and services offered by third- party providers; Plan participation, contributions and demographics; 8 FORM ADV PART 2 | Nic ole t Ad v i so ry S er vi ce s , L L C 8 | P a g e  Plan investments; and the qualified default investment alternative (“QDIA”) selection.  We do not have a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients; and  We have not been the subject of a bankruptcy petition at any time during the past ten years. Acc o u nt St at em en t s a n d Re po r ts Clients are provided with transaction confirmation notices and regular summary account statements directly from the custodians holding their accounts. From time-to-time or as otherwise requested, clients may also receive written or electronic reports (by email or through a web portal) from Nicolet Advisory Services and/or an outside service provider, which contain certain market-related information. Item 14. Client Referrals and Other Compensation We do not compensate any third-party solicitors for client referrals. Item 15. Custody We do not accept custody of client funds or securities as part of our retirement plan services. Item 16. Investment Discretion In performing Retirement Plan Services, we are acting as an “investment manager” (as that term is defined in Section 3(38) of ERISA) and as a fiduciary to the Plan. Clients specifically provide us with this authority, including discretionary authority to determine plan assets, pursuant to the terms of a written client agreement. In providing our services, we will act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims. We do not exercise authority over the administration of any Plan and our services do not include advice regarding the interpretation of Plan documents, the determination of participant eligibility, benefits, or vesting, or the approval of distributions to be made by the Plan. Item 17. Voting Client Securities We do not accept authority to vote Client securities (i.e., proxies or other legal notices) on their behalf. Clients should receive proxy materials and other shareholder communications directly from the custodians holding their assets. Item 18. Financial Information No additional financial disclosures are required by us because:  We neither require nor solicit the prepayment of more than $1,200 in fees six months or more in advance of providing services; 9 FORM ADV PART 2 | Nic ole t Ad v i so ry S er vi ce s , L L C 9 | P a g e 

WRAP FEE PROGRAM Sponsored by NICOLET ADVISORY SERVICES, LLC a Registered Investment Adviser 111 North Washington Street Green Bay, WI 54301 (920) 617-5311 www.nicoletbank.com/wealth-management/ March 31, 2025 This wrap fee program brochure provides information about the qualifications and business practices of Nicolet Advisory Services, LLC (hereinafter “Nicolet Advisory Services” or the “Firm”). If you have any questions about the contents of this brochure, please contact the Firm at the telephone number listed above. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is a registered investment adviser. Registration does not imply any level of skill or training. Investments and insurance products and services are subject to risks, including possible loss of principal, and are: NOT FDIC INSURED; NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY; and NEITHER DEPOSITS OR OTHER OBLIGATIONS OF, NOR GUARANTEED BY, Nicolet National Bank or any of its affiliates.  Item 2. Material Changes We have made the following changes to the information in this brochure since its last annual updating amendment, dated March 30, 2024: • Select Service Team: We have added a new program for clients seeking limited-contact services focused on investment management over individualized financial planning. See Item 4. • Fixed Income Separate Account: We have added a new service allowing for high-net-worth clients to hold separate accounts with only fixed income investments at a reduced fee. See Item 4. 2 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 2 | P a g e  Item 3. Table of Contents Item 1. Cover Page Item 2. Material Changes ................................................................................................................................................................ 2 Item 3. Table of Contents ............................................................................................................................................................... 3 Item 4. Advisory Business ............................................................................................................................................................. 4 Description of the Program .......................................................................................................................................................... 4 Alternative Solutions .................................................................................................................................................................... 4 Fixed-Income Separate Accounts ................................................................................................................................................ 5 Program Fees .............................................................................................................................................................................. 5 Select Service Team .................................................................................................................................................................... 5 Direct Fee Debit ........................................................................................................................................................................... 6 Fee Comparison........................................................................................................................................................................... 6 Other Charges.............................................................................................................................................................................. 6 Account Additions and Withdrawals ............................................................................................................................................. 6 Compensation for Recommending the Program .......................................................................................................................... 7 Item 5. Account Requirements and Types of Clients .................................................................................................................. 7 Types of Clients ........................................................................................................................................................................... 7 Minimum Account Requirements ................................................................................................................................................. 7 Item 6. Portfolio Manager Selection and Evaluation ................................................................................................................... 7 Portfolio Management Services ................................................................................................................................................... 7 Advisory Business ........................................................................................................................................................................ 8 Performance-Based Fees and Side-By-Side Management ......................................................................................................... 8 Methods of Analysis, Investment Strategies, Risk of Loss........................................................................................................... 8 Risk Factors ................................................................................................................................................................................. 9 Voting Client Securities .............................................................................................................................................................. 10 Item 7. Client Information Provided to Portfolio Managers ...................................................................................................... 10 Item 8. Client Contact with Portfolio Managers ......................................................................................................................... 10 Item 9. Additional Information ..................................................................................................................................................... 10 Disciplinary Information .............................................................................................................................................................. 10 Other Financial Industry Activities and Affiliations ..................................................................................................................... 10 Code of Ethics ............................................................................................................................................................................ 11 Account Reviews........................................................................................................................................................................ 11 Account Statements and General Reports................................................................................................................................. 11 Client Referrals and Other Compensation ................................................................................................................................. 11 Financial Information .................................................................................................................................................................. 12 3 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 3 | P a g e  Item 4. Advisory Business In addition to product offerings through third-party marketers and placement agents, we also consider direct investments with private hedge funds, private equity, and debt funds. Such direct investments are discussed individually with qualified clients who meet applicable minimum investment criteria and for whom such investments can provide a suitable option as part of a broader investment strategy. investment We offer a variety of advisory services, including management, financial planning, and consulting services. We first registered as an investment adviser in May 2016 and are wholly owned by Nicolet Bankshares, Inc., a publicly-held corporation listed on the New York Stock Exchange (ticker: NIC). As of December 31, 2024, we had $3,847,510,942 of assets under discretionary management and $1,647,145 under non-discretionary management. Prior to us rendering any advisory services, clients are required to enter into one or more written agreements with us setting forth the relevant terms and conditions of the advisory relationship. Separately Managed and Unified Managed Accounts We also offer access to a unified managed account (“UMA Platform”) that provides our clients an opportunity to invest in some or all of the following products within a single unified account: mutual funds (including open-end and closed-end funds), exchange-traded funds, and separately managed accounts (“SMAs”). An SMA is a portfolio of individually owned securities that can be tailored to fit each client’s investing preferences. SMAs and UMAs are available through Envestnet. This brochure generally discusses our Wrap Program (the “Program”), but certain sections also discuss the activities of our supervised persons (e.g., our officers, partners, directors, and employees). Des cr ip ti o n of the Pr ogr am Any arrangement that combines investment advisory services and certain transaction costs under one consolidated fee is considered a “wrap fee program.” Under our Program, we offer advisory services including financial planning, investment management, and wealth management services. Additional advisory services not included in the Program are discussed further in our Form ADV Part 2A Brochure. In order to participate in the Program, clients must open institutional brokerage accounts at a third-party custodian (unaffiliated with us) by completing a client agreement directly with the custodian. We have existing relationships with certain custodians, such as Charles Schwab & Co., Inc. (“Schwab”) and Fidelity Brokerage Services LLC (“Fidelity”). For clients participating in the SMA program, we recommend an actively managed or indexed investment portfolio managed by a roster of independent asset managers (each, a “Sub-Manager”) with a variety of disciplines. In your agreement with us, you authorize designated Sub-Managers to exercise discretion to select securities for your account. The UMA Platform helps us identify individual asset managers and investment vehicles that correspond to the asset classes and styles we propose. We also have the option to independently identify and utilize the services of specific Sub- Managers. The UMA Platform retains Sub-Managers who provide portfolio management services under the SMA program through separate agreements entered into directly between the UMA Platform and the Sub-Manager. For many Sub-Managers, the UMA Platform has entered into a licensing agreement with the Sub-Manager, under which the UMA Platform performs overlay management, administrative and/or trade order placement duties pursuant to the investment directions of the Sub-Manager. in Alter n ati ve So lution s As part of the Program, we offer alternative investment options such as access to limited public and private offerings as well as a separately managed account solution for high-net-worth individuals. For clients participating the UMA Platform, we generally recommend a single customized portfolio consisting of one or more asset managers (including Sub-Managers) or funds representing various asset classes. We utilize the tools available through the UMA Platform to customize asset allocation models or select from proposed asset allocations for types of investors fitting the client’s profile and investment goals. We can further customize portfolios by selecting specific underlying investment strategies or funds to meet each client’s specific needs. Once we establish the content of the portfolio, the UMA Platform provides overlay management services for UMA accounts and directly places trade orders with the custodian based on the investment strategies contained in the UMA portfolio. Limited Offerings We work with service providers who act as marketers or placement agents for a selection of investment offerings in securities products (particularly, private and registered investment funds). Product offerings available through these providers are limited to the menu of products of which they have completed operational due diligence and opted to make available on their platforms. Most of the products that are available through these platforms have minimum investment requirements, some of $100,000 or more. These platforms do not open or hold accounts for our clients, rather, products are purchased through them and are held by the custodian (or other financial intermediary) holding our clients’ assets. These service providers do not separately monitor any client’s specific investments in an ongoing manner. Envestnet charges an annualized fee to access its platform in addition to the fees charged by the individual sub-managers selected to manage client assets. Additional services, such as tax overlay and impact overlay services, are also available at an additional cost. In negotiating the platform fee with Envestnet to minimize the additional costs to our clients, we committed to placing enough assets on the Envestnet platform to reach a certain minimum aggregate platform 4 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 4 | P a g e  fee. If we do not reach that minimum, we agreed to directly compensate Envestnet on a quarterly basis the difference between the committed amount and the actual aggregate platform fees received by Envestnet from the clients on the platform. Accordingly, we have an incentive to recommend the Envestnet platform to clients to reduce any out-of-pocket expense we would have to cover if we do not reach the minimum commitment. management on the last trading day of the previous billing period. Our fee is not adjusted based on whether assets are deposited into or withdrawn from an account within a billing period. Our fee for the final billing period is prorated through the effective date of the termination and any outstanding portion of the fee is charged to the client (or, if we collected fees in advance for any reason, any unearned portion of our fee will be refunded on a pro-rata basis). Directed Assets For the convenience of clients and at our discretion, we may allow clients to direct us to hold assets in their accounts that would otherwise be managed by us. Clients are exclusively responsible for directing us to take any actions regarding these assets and or their performance. With the exception of Nicolet Bankshares, Inc. (NIC), which is globally excluded from billing, directed assets are subject to a flat fee of 35 basis points. Fixed - In com e Sep ar ate A cco u nts In addition to our other offerings, we manage fixed-income and other yield-oriented securities in separate accounts. Fixed-income securities are generally obligations of issuers to make scheduled payments of interest or principal at predetermined dates in the future and some, such as municipal and other government-issued securities can offer certain tax advantages. We generally require a minimum of $1 million to be allocated to our fixed-income separate account. Our separate account fixed-income offering is provided at a reduced rate of half the stated fee schedule noted below (for example, the first $500,000 is billed at 0.625%). Se lect Ser v ice Team The Select Service Team combines the benefits of traditional financial advising with the cost-efficiency of robo-advisors. Clients can enjoy personalized financial advice with limited direct contact, resulting in lower fees than would otherwise be charged for clients with limited assets under management. Key Features: Personalized Services: • Tailored investment strategies based on individual goals, risk tolerance, and financial situation. • Automated portfolio management with periodic reviews by a financial advisor. Pr ogr am Fee s Clients pay a single fee based upon assets under management for assets managed under the Program (the “Program Fee”) that covers both our services and most transaction-related costs. The Program Fee is separate from (and in addition to) other fees charged by third parties that are separate from, but related to our services (for example, Sub-Managers in a Unified Managed Account) and varies depending on the size and composition of a client’s portfolio and the type of services rendered. Please review the “Other Charges” subsection below for additional information about what is not covered under the Program Fee. Limited Direct Contact: Our fees generally align to the following schedule: • Scheduled virtual consultations and annual reviews. • Access to financial advisors via secure messaging for Asset Under Management specific queries. Base Fee (annualized) Under $500,000 1.25% Cost-Efficiency: • Lower fees compared to traditional advisory services due to Next $500,000 0.75% reduced direct interaction. Next $1,000,000 0.60% • Transparent fee structure with no hidden charges. Next $8,000,000 0.50% Technology Integration: Over $10,000,000 0.40% • Access to Nicolet Wealth Management team’s proprietary investment models. • User-friendly online platform for tracking investments and financial goals. financial advice Benefits: Affordability: Reduced fees make professional accessible to a broader audience. Our fees can be individually negotiated between clients and our investment adviser representatives and could vary based upon certain criteria, such as related accounts and relationships, account composition, pre-existing/legacy client relationship, and account retention considerations, among other factors. We encourage all clients and potential clients to discuss fees with their investment adviser representatives. Convenience: Limited but meaningful interactions with advisors save time while ensuring clients stay on track with their financial goals. Unless expressly stated otherwise, our annual fee is prorated, based on the number of days we provided services, and charged monthly, in arrears, based upon the market value of the assets under our 5 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 5 | P a g e  Customization: Personalized service and automated management offer a balanced approach to wealth management. they are no-transaction fee funds or subject to the asset-based fee we pay to cover transaction costs. Select Service Team Fees the “Other Charges” subsection below Other Char g es In addition to the Program Fee, clients also incur certain charges imposed by other third parties separate from, but related to, our services, such as those imposed by broker-dealers, custodians, trust companies, banks, and other financial institutions. The Select Service Team platform is available for a flat annualized rate of 0.75%, based upon assets under management. This fee covers both our services and most transaction-related costs. Please review for additional information about what is not covered. IRA and qualified retirement plan Dir e ct F e e Deb it Clients generally authorize us to directly debit their accounts for payment of our investment advisory fees. Clients will receive custodial statements reflecting transactions within their accounts, including our fees, not less frequently than each calendar quarter (but generally monthly) directly from the account custodian. traded fund as disclosed in the respective Fee Co m p ar ison Services provided through the Program may cost clients more or less than purchasing these services separately. The number of transactions made in clients’ accounts, as well as the transaction costs associated with each transaction, determines the relative cost of the Program versus paying for execution on a per transaction basis and advisory services separately. Our fees may be higher or lower than fees charged by other sponsors of other investment advisory wrap programs. Clients are responsible for certain charges imposed by custodians and third-party firms, including but not limited to advisory fees of third-party managers, fees, alternative investment processing and custody fees (as applicable), administrative servicing fees for trust accounts, fees based on cash or money market deposits, and other charges required by law and imposed by the executing broker/dealer and custodian. Clients also pay charges imposed directly by any mutual fund, index fund, or exchange fund’s prospectus (i.e., fund management fees and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, wire transfer fees, and other fees and taxes on brokerage accounts and securities transactions. To the extent a fixed income transaction is executed through a broker-dealer other than the client’s account custodian, the executing broker-dealer generally charges a commission, markup, markdown, or other fee for the transaction (we do not receive any portion of these costs as they are reflected in the price paid for the security). As referenced above, a portion of the fees paid to us are used to cover the costs of transactions in client accounts related to the management of their portfolios. We cover transaction costs in the Program through arrangements with account custodians under which we pay a single asset-based fee for all covered transactions in client accounts. including Schwab, have eliminated many Many custodians, transaction fees for online trades of U.S. equities, ETFs, options, and certain classes of Mutual Fund shares. This means that transactions in these types of securities are excluded from the asset-based fee we pay to cover transaction fees in client accounts. Acco un t Ad dit ions and W ith d r aw als Clients can make additions to and withdrawals from their account at any time, subject to our right to terminate an account. Additions can be made in cash or securities (provided that the custodian is willing and able to hold the asset). Unless specifically directed otherwise, we reserve the right to liquidate any transferred securities or decline to offer advice regarding particular securities added into a client’s account. Clients can withdraw account assets on notice to us subject to the usual and customary securities settlement procedures. long-term However, we generally design our portfolios as investments and withdrawing assets could impair our ability to work toward achieving previously determined investment objectives. We encourage clients to consult with their investment adviser representatives about the options and implications of transferring securities. Liquidating securities can result in transaction fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charge), and/or tax ramifications depending on many factors, such as the types of securities liquidated and the type of account in which they are held. We attempt to consider tax ramifications in connection with our recommendations but neither us nor our investment adviser representatives are tax professionals and we do not offer tax or legal advice. Clients are encouraged to discuss our services with their tax professionals. This presents a conflict of interest because we have a financial incentive to maximize our compensation by seeking to invest in securities for which transaction fees have been eliminated (i.e., securities exempted from the ongoing asset-based fee to cover transaction costs). This conflict arises in situations, among others, where a certain mutual fund offers both a no-transaction fee share class and an institutional class that is subject to transaction fees. No- transaction fee share classes are often subject to higher ongoing costs that are priced into the ongoing internal costs of these securities (lowering overall returns) but would be exempt from the asset-based fee covering transaction costs that we pay as part of your agreement with us. We seek to minimize or eliminate this potential conflict by first selecting appropriate securities through our internal due diligence process and then investing in share classes with the lowest ongoing internal expenses, irrespective of whether 6 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 6 | P a g e  Qualitative Firm People Process Structure Structure Experience Clearly defined Investment Strategy Com pen sati o n for Re co m m en d in g th e Pr o g r am We have no internal arrangements in place to compensate anyone in connection with recommending that anyone participate in the Program. Culture Tenure Consistently applied Investment Universe Resources Incentives Repeatable Position concentration Item 5. Account Requirements and Types of Clients Operations Team Dynamics Active Share Regulation Risk Management Risk Management Risk Management Competitive advantage thrift institutions, trusts, estates, Types of Cli ents We offer services to individuals, pension and profit-sharing plans, banking and charitable organizations, corporations, and business entities. Quantitative Performance Costs Liquidity Long-term results Expenses Fund Size Risk-adjusted returns Turnover Underlying securities Factor analysis/ Style drift Trading Costs ETF volume Peer analysis Fees ETF trading spread Min im u m A ccount R equir em en ts We do not require a minimum amount of assets to establish a general investment management relationship with us. However, we generally advise clients with less than $250,000 in investible assets to consider our Select Service Team. Scenario analysis Taxes ETF sponsor support As referenced above, certain products and services available through us impose minimum account or investment requirements apart from any minimums we impose. Certain outside managers referenced in the Alternative Solutions under Item 4, above, impose various minimum account requirements. Any account minimums will be discussed with clients as applicable. for use by our Before selecting a manager, we typically engage in multiple meetings with representatives of the firms which often includes an on-site due diligence meeting. The Nicolet Wealth Investment Research Team completes an internal research report which is then vetted by the Nicolet Wealth Investment Committee before becoming an approved investment adviser representatives. All asset performance is reviewed and sourced from Morningstar Direct. Item 6. Portfolio Manager Selection and Evaluation Por tfol io Man ag em ent Se r vice s We offer six core risk-adjusted model portfolios designed to meet the needs of our clients: We provide investment management services, primarily through model portfolios, and wealth management services, including a broad range of comprehensive financial planning and consulting services. We act as sponsor and portfolio manager under the Program. We do not provide tax, accounting, or legal services. Clients are encouraged to consult with their legal, tax, and other advisors before engaging us to provide investment management services on their behalf. 1. Capital Preservation 2. Moderate Conservative 3. Moderate 4. Moderate Growth 5. Growth 6. Maximum Growth investment professionals under the Nicolet Wealth Management Although we act as portfolio manager as well, discussed below, we also select outside managers in certain cases where we feel outside management is appropriate. Portfolio manager selection and review is completed by the Nicolet Wealth Investment Research Team, the comprised of experienced supervision of Investment Committee. The asset allocation within our models attempt to provide consistent, risk-adjusted performance but we cannot make any guarantees that our model allocations will produce the desired results. Results depend upon a variety of factors and risks, some of which are outlined below and many of which are beyond our control. We continually monitor our models and determine rebalancing needs at least quarterly. In selecting outside managers, we review the following qualitative and quantitative factors to filter out managers who are not a good fit: We primarily allocate client assets among various mutual funds, exchange-traded funds (“ETFs”), and individual debt securities in accordance with each client’s stated investment objectives. ETF prices, like stocks, can fluctuate over a wide range in the short term or over extended periods of time. These price fluctuations result from factors affecting individual companies, sectors or the securities market as a whole. When buying or selling an ETF, you will pay or 7 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 7 | P a g e  recommendations are intended to be in the best interest of each client. receive the current market price, which can be more or less than the underlying net asset value of its individual holdings. There is no guarantee that the stock or bond markets or any particular mutual fund, ETF, or other security will increase in value. Wealth Management Our primary investment strategies are strategic risk-based asset allocation and active risk-based asset allocation. These strategies can be coupled with strategic targeted objective strategies as applicable. If clients feel they do not fit well with any of our current strategies, we can create custom strategies to meet specific needs and objectives. Strategic risk-based asset allocation strategies Our strategic risk-based asset allocation strategy is broadly diversified among major asset classes and is primarily invested in passively managed index ETFs and mutual funds. This strategy makes limited (typically one or two changes per year, but sometimes none) allocation changes as market conditions change. Use of this strategy will be guided by the individual client’s objectives, financial and tax status, risk tolerance and other factors. We tailor our advisory services to meet the needs of our individual clients and we seek to ensure, on a continuous basis, that our clients’ portfolios are managed in a manner consistent with those needs and objectives. We consult with clients initially, at the outset of our relationship, and continually in an ongoing manner to assess each of their specific risk tolerance, time horizon, liquidity constraints, and other related factors relevant to the management of their portfolios as they change over time. Clients are instructed and encouraged to promptly notify us if there are changes to their financial situations or if they wish to place any reasonable restrictions or limitations on the management of their portfolios (so long as we determine that the conditions would not materially affect the performance of a management strategy or prove overly burdensome to our ability to provide our services). Active risk-based asset allocation strategies Our active risk-based asset allocation strategy is also broadly diversified among major asset classes and primarily invested in passively managed index ETFs and mutual funds. This strategy makes regular (three to four changes per year) allocation changes as market conditions change. Use of this strategy will be guided by the individual client’s objectives, financial and tax status, risk tolerance and other factors. Advi sor y Bu sine ss When establishing a relationship with us, clients complete an investor profile describing their individual investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as other factors pertinent to their specific financial situations. After reviewing this information, we assist clients in developing an appropriate strategy for managing their assets. We generally manage our clients’ investment portfolios on a discretionary basis, but we also offer options for non-discretionary services. targeted objective strategy Strategic targeted objective strategies Our strategic is diversified among selected asset classes and is primarily invested in passively managed index ETFs. In most cases, this strategy is utilized in only a small portion of a client’s overall portfolio. Use of this strategy will be guided by the individual client’s objectives, financial and tax status, risk tolerance and other factors. Per for m ance - B ased Fee s and Si de - By- Sid e Manage m ent We do not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). Custom strategy Custom strategies will be reserved for any client who feels their objectives and needs cannot be met with the other strategies above. These portfolios will be guided by the client’s objectives, financial and tax status, risk tolerance and other factors. resources Wealth Accumulation Offering The primary investment strategy used inside client accounts is generally the strategic risk-based asset allocation. Methods of Ana lys is , Inv estm en t Str ateg ie s , Ris k of Loss We utilize a combination of fundamental and technical analysis in providing advisory services to our clients. The main resources we use in providing our services include research from industry sources and investment companies as well as other information gathered financial through public websites. Other include newspapers, magazines, publications, white papers, research materials prepared by third party sources, rating services, annual reports, prospectuses, press releases, and SEC filings. Our representatives offer a variety of strategies for clients, depending on their individual needs. While most of our services are provided through our model portfolios, in certain situations our representatives will offer alternative recommendations about particular securities given a client’s individual circumstances. We oversee and supervise each representatives’ investment decisions and, in all cases, our Management through Similarly Managed “Model” Accounts We manage certain accounts through the use of similarly managed “model” portfolios, whereby we allocate all or a portion of its clients’ assets among various mutual funds and/or securities on a discretionary basis using one or more of our proprietary investment strategies. In managing assets through the use of models, we remain in compliance with the safe harbor provisions of Rule 3a-4 of the Investment Company Act of 1940. The strategy used to manage a model portfolio may involve an above average portfolio turnover that 8 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 8 | P a g e  could negatively impact clients’ net after tax gains, depending on the registration type of the account managed. While we seek to ensure that clients’ assets are managed in a manner consistent with their individual financial situations and investment objectives, securities transactions effected pursuant to a model investment strategy are usually done without regard to a client’s individual tax ramifications. Liquidity Risk. Liquidity risk refers to the possibility that an investor is not able to buy or sell an investment as and when desired, or in sufficient quantities, at a desired price because opportunities are limited. A good example of liquidity risk is selling real estate. In many cases, real estate can be difficult to sell at any given moment for a given value should the need arise (unlike government securities or blue-chip stocks with a well-defined market). Ris k Fa cto r s While the risk factors identified below are relevant, they are not intended to be a complete list or explanation of all risks associated with investing or our investment management activities. Reinvestment Risk. In a declining interest rate environment, bondholders who have bonds coming due or being called face the difficult task of investing the proceeds in bond issues with equal or greater interest rates than the redeemed bonds. As a result, they are often forced to purchase securities that do not provide the same level of income, unless they take on more credit or market risk and buy is known as lower credit ratings. This situation bonds with reinvestment risk: it is the risk that falling interest rates will lead to a decline in cash flow from an investment when its principal and interest payments are reinvested at lower rates. Market Risks. All investing involves risk, including the potential loss of principal. The profitability of our recommendations or investment decisions largely depends upon correctly assessing the future course of price movements of stocks, bonds, and other marketable securities. We can provide no assurance that we will be able to predict those price movements accurately or capitalize on any such assumptions. Credit Risk. This refers to the possibility that a particular bond issuer will not be able to make expected interest rate payments and/or principal repayment. Typically, the higher the credit risk, the higher the interest rate on the bond. Social/Political/Legislative Risk. Risk associated with the possibility of nationalization, unfavorable government action or social changes resulting in a loss of value is called social or political risk. Because the U.S. Congress has the power to change laws affecting securities, any ruling that results in adverse consequences is also known as legislative risk. Interest Rate Risk. Interest rate risk is the possibility that a fixed-rate debt instrument will decline in value because of a rise in interest rates. Whenever investors buy securities that offer a fixed rate of return (such as bonds and preferred stock), they are exposed to interest rate risk. Currency/Exchange Rate Risk. Currency or exchange rate risk is a form of risk that arises from the change in price of one currency against another. The constant fluctuations in the foreign currency in which an investment is denominated vis-à-vis one's home currency adds risk to the value of that security. Business Risk. Business risk is the measure of risk associated with a particular security. It is also known as unsystematic risk and refers to the risk associated with a specific issuer of a security. Most businesses in the same industry have similar types of business risk. More specifically, business risk refers to the possibility that the issuer of a stock or a bond could go bankrupt or, with respect to debt securities, be unable to pay ongoing interest or principal. Mutual Funds and ETFs. Investments in mutual funds and ETFs involve similar risks as other securities, including the loss of principal. Mutual fund and ETF shareholders are subject to the risks stemming from the individual issuers making up the fund’s portfolio of securities. Holders of mutual funds and ETFs are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Taxability Risk. This applies to municipal bond offerings and refers to the risk that a security that was issued with tax-exempt status could potentially lose that status prior to maturity. Call Risk. Call risk is specific to bond issues and refers to the possibility that a debt security will be called prior to maturity. Call risk usually goes hand in hand with reinvestment risk because the bondholder must find an investment that provides the same level of income for equal risk. Call risk is most prevalent when interest rates are falling, as companies trying to save money will usually redeem bond issues with higher coupons and replace them on the bond market with issues with lower interest rates. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares can differ significantly from the NAV during periods of market volatility, which can, among other factors, lead to the mutual fund’s shares trading at a premium or discount to actual NAV. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated Inflationary Risk. Inflationary risk is the chance that the value of an asset or income will be eroded as inflation shrinks the value of a country's currency. Put another way, it is the risk that future inflation will cause the purchasing power of cash flow from an investment to decline. 9 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 9 | P a g e  Item 9. Additional Information Dis cip l in ar y In for m ation We have not been involved in any legal or disciplinary events that are material to our clients’ evaluation of our advisory business or the integrity of our management. Other F in an cia l Indu str y Acti vit ies and Aff ili ation s at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies can cause ETFs shares to trade at a premium or discount to their NAV. There is also no guarantee that an active secondary market for ETF shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 20,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder could have no way to dispose of shares held. Broker-Dealer Representatives and Licensed Insurance Agents Certain of our supervised persons are registered representatives of Private Client Services, LLC (“PCS”) and offer securities brokerage services under a separate commission-based arrangement. licensed Additionally, several of our supervised persons are insurance agents and offer certain insurance products on a fully disclosed commissionable basis. Risks Related to Custodians and Brokers. The bankruptcy of a broker-dealer or custodian could cause excessive costs or loss of investor funds. If a broker or custodian holding our clients’ assets becomes insolvent or bankrupt, we may be unable to recover all or even a portion of those assets. We attempt to mitigate this risk by partnering with large, well-known institutions and conducting due diligence on the broker-dealers and custodians with whom we conduct business and recommend to our clients. In their capacity as registered representatives of PCS or insurance agents, our supervised persons can provide advice about legacy positions and other investments held by clients, such as variable life insurance and annuity contracts and assets held in qualified tuition plans (i.e., 529 plans). These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. Voti ng Cli ent Se cur iti es Except as expressly stated otherwise in our agreement with a client, we do not accept authority to vote our clients’ securities (i.e., proxies or other legal notices) on their behalf. Clients should receive proxy materials and other shareholder communications directly from the custodians holding their assets (generally Schwab and Fidelity). If requested, we can offer advice on voting certain proxies, as well as corporate and legal actions, but all decisions regarding proxy voting remain with our clients. Clients can contact us with questions about any such issuer solicitations. Prior to effecting any transactions, clients are required to enter into a separate account agreement with PCS or the applicable insurance carrier. Clients are under no obligation to engage our supervised persons to effect securities or insurance transactions and are free to choose brokers or agents not affiliated with us. Item 7. Client Information Provided to Portfolio Managers For client accounts managed internally, the portfolio managers responsible for clients’ accounts have access to all information under our control about their clients. A conflict of interest exists to the extent that commissions or other additional compensation could affect recommendations to purchase securities or insurance products. In addition to internal procedures designed to ensure that all recommendations are made in the best interest of our clients, none of our supervised persons receive commissions or other compensation resulting from transactions in insurance products. For clients utilizing the UMA platform, the UMA platform will have access to client data entered on the platform. Client information is not made available to the portfolio managers or fund strategists utilized on the platform. While these service providers do not have direct access to our clients’ non-public personal information through the platform, certain information can be provided to them in the normal course of business when their services are utilized. Item 8. Client Contact with Portfolio Managers These supervised persons are subject to FINRA rules that restrict registered representatives from conducting securities transactions away from their broker-dealer without its written consent. Therefore, supervised persons of ours who are affiliated with PCS are limited to conducting securities transactions through PCS if they have not secured written consent to execute securities transactions though a different broker-dealer. Absent such written consent, these supervised persons are prohibited from executing securities transactions through any broker-dealer other than PCS under its internal supervisory policies. to ensure We do not impose any restrictions on our clients’ ability to reach out to or consult with the portfolio managers responsible for their investment portfolios. We have developed procedures designed that recommendations made by our supervised persons are in the best interest of clients. For certain accounts covered by the Employee Retirement Income Security Act of 1974 (“ERISA”) and any others that we, in our sole discretion, deem appropriate, we can provide investment advisory services on a fee-offset basis. In this scenario, 10 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 10 | P a g e  their immediate family (e.g., spouse, minor children and adults living in the same household) a transaction in that security unless: we can offset our fees by an amount equal to the aggregate commissions and 12b-1 fees earned through transactions effected through PCS. the transaction for clients has been completed; • • the transaction for the supervised person is completed as part of a batch trade with clients; or • an affirmative decision has been made not to engage in the transaction for the client without regard to the supervised person’s interest in engaging in the transaction. Related Bank We operate under common control with Nicolet National Bank, a community bank serving Wisconsin, Michigan, Minnesota, and Florida that offers solutions for commercial, residential, and private banking. In addition, some of our supervised persons own shares of stock or debt instruments issued by Nicolet Bankshares, Inc., the sole owner of ours and Nicolet National Bank. Because of the common ownership and connection between us, our supervised persons, and the bank, a conflict of interest exists to the extent that we recommend the banking services of Nicolet National Bank or discuss any investment in stock or debt instruments of Nicolet Bankshares. These requirements are not applicable to: (i) direct obligations of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients are encouraged to contact us at any time (via the contact information on the cover page) to request a copy of our Code of Ethics. In the event a client requires banking services, we will recommend Nicolet National Bank. We do not receive any portion of any compensation received by Nicolet National Bank and we do not receive any form of referral fee in connection with banking services that the bank renders to our clients. required to provide written confirmation While clients can purchase securities issued by Nicolet Bankshares, we do not give advice on the purchase, sale, or retention of such securities. If clients request, our investment adviser representatives will discuss publicly available information but will not make any recommendations regarding Nicolet Bankshares securities. Clients will be that no recommendations were given in the event they request us to purchase securities issued by Nicolet Bankshares on their behalf and we will only act on unsolicited requests for sale transactions. Acco un t Rev ie ws We monitor general positions held by clients on an ongoing basis while regular client-specific account reviews are conducted on at least an annual basis by our investment adviser representatives. All investment advisory clients are encouraged to discuss their needs, goals, and objectives with their investment adviser representatives and to keep us and them informed of any changes to the information that could affect our services and recommendations. We attempt to contact ongoing investment advisory clients at least annually to review ongoing services and discuss any changes in our clients’ financial situation or investment objectives. Code of Ethi cs We have adopted a Code of Ethics in compliance with applicable securities laws that sets forth the standards of conduct expected of our employees. Our Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices, such as the use of material non-public information by us and our supervised persons and trading securities ahead of clients to take advantage of pending orders. Acco un t Stat em en t s an d Gen er al Repor t s Clients receive transaction confirmations and periodic account statements summarizing account activity and positions directly from the custodians holding their accounts. From time-to-time or as otherwise requested, we also provide written or electronic reports prepared by us or an outside service provider containing certain account and market-related information, such as an inventory of account holdings or account performance. Clients are encouraged to compare any account statements they receive directly from their custodian with any documents or reports we provide. Cli ent R efer r a ls and Othe r Co m pe nsat ion We do not currently provide compensation to any third-party solicitors for client referrals. Our Code of Ethics also requires certain of our personnel to report their personal securities holdings and transactions as well as obtain pre-approval before making certain investments. However, our supervised persons are permitted to buy and sell securities that we recommend to clients if done in a fair and equitable manner that is consistent with our internal policies and procedures. Our Code of Ethics recognizes that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets. Therefore, under limited circumstances, exceptions are made to our general policies. Recommendation of Broker-Dealers for Client Transactions the Program, we generally through For accounts managed recommend that clients utilize the custody, brokerage, and clearing services of Schwab, an unaffiliated SEC-registered broker-dealer and member of FINRA, SIPC, and the NFA. Schwab offers services to No supervised person who has access to information regarding securities transactions we are (or intend to) engage in on behalf of clients is permitted to knowingly effect for themselves or members of 11 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 11 | P a g e  Specifically, we receive the following benefits from Schwab (or its affiliates) and Fidelity: • Receipt of duplicate client confirmations and bundled duplicate statements; our clients such as custody of securities, trade execution, and clearance and settlement of transactions. In addition to these services that directly benefit our clients, we receive certain benefits from Schwab that it provides to service providers similarly situated to us through its institutional customer program. • Access to a trading desk that exclusively services its institutional traders; to block trading which provides the ability • Access to aggregate securities transactions and then allocate the appropriate shares to client accounts; and • Access to an electronic communication network for client order entry and account information. In addition to Schwab, we also recommend the custody, brokerage, and clearing services of Fidelity Brokerage Services LLC, and National Financial Services LLC, divisions of Fidelity Investments Inc., (“Fidelity”), and unaffiliated SEC-registered broker-dealers and members of FINRA/SIPC. Fidelity also offers services to clients such as custody of securities, trade execution, and clearance and settlement of transactions. In addition to these services that directly benefit our clients, we receive certain benefits from Fidelity that it provides to service providers similarly situated to us through its institutional customer program. Before recommending Schwab, Fidelity, or other broker-dealers to clients, we consider their respective financial strength, reputation, execution, pricing, research, and other services. research, Transactions can be cleared through other broker-dealers with whom we or the custodians holding client accounts have entered into agreements for prime brokerage clearing services. Should an account make use of prime brokerage, clients are generally required to sign an additional agreement which will identify any additional fees (outside of our Program Fee) to be borne by the client. There is no direct link between our participation in Schwab’s institutional customer program or Fidelity’s services and the investment advice we provide to clients. Some of the products and services made available by Schwab and Fidelity, however, generally benefit us but not our clients directly and are typically not available to general retail investors. These products or services assist us in managing and administering client accounts (such as the ability to deduct advisory fees directly from client accounts and access an electronic communications network for client order entry and account information) including accounts not maintained at Schwab or Fidelity (such as, for example, investment research and discounts on compliance, marketing, technology, and practice management products or services provided by third-party vendors). Other services made available by Schwab and Fidelity are intended to help us manage and further develop our business in general. Financ ial In for m ation No additional financial disclosures are required by us because: • We neither require nor solicit the prepayment of more than $1,200 in fees six months or more in advance of providing services; Software and Support Provided by Financial Institutions We receive certain investment research and services that help us conduct business from broker-dealers executing transactions in clients’ accounts and institutions managing products in which we invest on behalf of our clients. Receiving investment research products and services from these institutions can pose a conflict of interest between us and our clients because we are generally not separately charged for these products and services. We periodically and systematically review our policies and procedures regarding the recommendation of service providers in accordance with our duty to seek best execution. • We do not have a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients; and • We have not been the subject of a bankruptcy petition at any time during the past ten years. Because of the number of clients who hold assets at Schwab and Fidelity, each of these custodians offer at no cost to us computer software and related systems that allow us to better monitor client accounts maintained at on their respective platforms. These benefits are not offered in connection with any particular volume of securities transactions of clients executed in client accounts. In fulfilling our duties to clients, we always endeavor to put the interests of our clients before our own. While these services do create efficiencies for us in servicing client accounts and therefore indirectly benefit clients, receiving them at no cost can create a potential conflict of interest between us and these service providers as we would otherwise have to pay for these services. This conflict is at least partially mitigated through standard industry practice as many custodians offering similar services also offer similar solutions at no additional cost to similarly situated firms. 12 FORM ADV PART 2 | Nico le t Ad v iso ry S erv i ce s, L L C 12 | P a g e