NICOLLET INVESTMENT MANAGEMENT, INC.

FORM ADV PART 2A DISCLOSURE BROCHURE Of#ice Address: 800 Washington Avenue North Suite 150 Minneapolis, MN 55401 Tel: 612-915-3033 www.nicolletinvest.com September 17, 2025 This brochure provides information about the qualiHications and business practices of Nicollet Investment Management, Inc. Being registered as a registered investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 612-915-3033 and/or by email at uzir@nicolletinvest.com. The information in this brochure is not approved or veriHied by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Nicollet Investment Management, Inc. (CRD #109401) is available on the SEC’s website at www.adviserinfo.sec.gov  i Item 2: Material Changes Annual Update The Material Changes section of this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Material Changes since the Last Update Since the last >iling of this brochure on April 16, 2025, the following changes have been made: • Item 4 has been updated to disclose change in ownership. • Nicollet Investment Management, Inc. has hired Aviv Compliance, LLC to manage its regulatory compliance and operate as its Outsourced Chief Compliance Of>icer. Full Brochure Available This Firm Brochure being delivered is the complete brochure for the Firm. ii  Item 3: Table of Contents Form ADV – Part 2A – Firm Brochure Item 1: Cover Page Item 2: Material Changes ................................................................................................................................. ii Annual Update ...................................................................................................................................................................................... ii Material Changes since the Last Update .................................................................................................................................... ii Full Brochure Available ..................................................................................................................................................................... ii Item 3: Table of Contents ................................................................................................................................ iii Item 4: Advisory Business ............................................................................................................................... 1 Firm Description .................................................................................................................................................................................. 1 Types of Advisory Services .............................................................................................................................................................. 1 Client Tailored Services and Client Imposed Restrictions ................................................................................................. 6 Wrap Fee Programs ............................................................................................................................................................................ 6 Client Assets under Management ................................................................................. Error! Bookmark not de.ined. Item 5: Fees and Compensation ..................................................................................................................... 7 Method of Compensation and Fee Schedule ............................................................................................................................ 7 Client Payment of Fees ...................................................................................................................................................................... 9 Additional Client Fees Charged ...................................................................................................................................................... 9 Prepayment of Client Fees ............................................................................................................................................................... 9 External Compensation for the Sale of Securities to Clients .......................................................................................... 10 Item 6: Performance-Based Fees and Side-by-Side Management .................................................... 10 Sharing of Capital Gains ................................................................................................................................................................. 10 Item 7: Types of Clients .................................................................................................................................. 11 Description .......................................................................................................................................................................................... 11 Account Minimums .......................................................................................................................................................................... 11 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ............................................. 11 Methods of Analysis ......................................................................................................................................................................... 11 Item 9: Disciplinary Information ................................................................................................................ 18 Criminal or Civil Actions ................................................................................................................................................................ 18 Administrative Enforcement Proceedings ............................................................................................................................. 18 Self- Regulatory Organization Enforcement Proceedings ............................................................................................... 18 Item 10: Other Financial Industry Activities and AfUiliations ............................................................ 18 Broker-Dealer or Representative Registration .................................................................................................................... 18 iii  Futures or Commodity Registration ......................................................................................................................................... 18 Material Relationships Maintained by this Advisory Business and ConRlicts of Interest .................................. 18 Recommendations or Selections of Other Investment Advisors and ConRlicts of Interest ............................... 18 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................................................................................................................................................................. 19 Code of Ethics Description ............................................................................................................................................................ 19 Item 12: Brokerage Practices ....................................................................................................................... 20 Factors Used to Select Broker-Dealers for Client Transactions .................................................................................... 20 Aggregating Securities Transactions for Client Accounts ............................................................................................... 20 Item 13: Review of Accounts ......................................................................................................................... 21 Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved ........ 21 Item 14: Client Referrals and Other Compensation .............................................................................. 22 Economic BeneRits Provided to the Advisory Firm from External Sources and ConRlicts of Interest .......... 22 Advisory Firm Payments for Client Referrals ....................................................................................................................... 22 Item 15: Custody ............................................................................................................................................... 23 Account Statements ......................................................................................................................................................................... 23 Item 16: Investment Discretion ................................................................................................................... 24 Discretionary Authority for Trading ........................................................................................................................................ 24 Item 17: Voting Client Securities ................................................................................................................. 24 Proxy Votes .......................................................................................................................................................................................... 24 Item 18: Financial Information .................................................................................................................... 25 Balance Sheet ..................................................................................................................................................................................... 25 Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients .................................................................................................................................................................................................... 25 Bankruptcy Petitions during the Past Ten Years ................................................................................................................. 25 iv  Item 4: Advisory Business Firm Description Nicollet Investment Management, Inc. (“Nicollet”) was originally established in 1971 in Minneapolis, MN and acquired by Mark C. Hoonsbeen in 2002. After Mr. Hoonsbeen passed away (in March 17, 2025), the Firm was owned by Mark C. Hoonsbeen Trust. Nicollet has recently been acquired by NIMCO Partners, LLC. NIMCO Partners, LLC is equally owned by: Nathan R. Travis; Susan J. Becker; Naveen P. Sharma, Nicholas Heyer and Timothy S. Fahey. Client Assets under Management Nicollet has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: $544,864,171 $0 Date Calculated: August 31, 2025 Types of Advisory Services Investment Management Services Offered Nicollet offers two internally managed stock strategies. 1. Large capitalization growth stock strategy: This strategy primarily invests in companies whose market capitalization is greater than $40 Billion. This strategy is diversi>ied by owning at least 20 individual companies, but more typically by holding 30 to 40 individual company stocks. The strategy is further diversi>ied by selecting companies in a broad range of economic sectors and industries. 2. Mid-to-small capitalization growth stock strategy: This strategy primarily invests in companies with market capitalization that is less than $40 Billion. The strategy is diversi>ied by owning at least 20 individual companies, but more typically by holding 30 to 40 individual company stocks. The strategy is further diversi>ied by selecting companies in a broad range of economic sectors and industries. Index Strategy: In addition to the above, Nicollet offers a strategy that employs an indexed approach to investing. Clients of Nicollet who prefer to have their stock investments managed in funds are subject to a different fee structure than those investing in individual stocks. Fixed Income Strategy: Nicollet also buys >ixed income securities for its clients. Unlike our stock strategies where clients using one or both of our stock strategies would typically be invested in a similar portfolio of holdings, our bond strategy is unique to each client's portfolio. Nicollet's >ixed income strategy is to customize a >ixed income portfolio for each client based on the client's circumstances, including their cash requirements, need to preserve the value of their portfolio, income tax rates, and/or other criteria speci>ic to the client. In our >ixed income strategy, we take into consideration general conditions in the >ixed income market that may in>luence our decisions on purchases or sales of >ixed income securities in all clients' accounts. Our >ixed income strategy will examine and consider a broad range of >ixed income securities in the market when making decisions for clients. These securities include: securities issued by Governmental bodies (all levels of government), securities issued by agencies of Governmental - 1 -  bodies, securities issued by public corporations and securities issued by limited partnerships. Typically, we will not consider for investment any >ixed income security that is not at least of investment grade rated (BBB- or Baa) by the major credit reporting agencies. However, in limited cases, we may have in a client’s account a security with a rating below investment grade. Nicollet works with each of its clients to establish the appropriate mix of stocks and bonds in that client's portfolio. Nicollet may establish a mix of stocks and bonds for clients with investment accounts at Nicollet and for clients who do not have their investment account with the Firm. We do not charge a separate fee for this service when the client hires us for our Investment Management Service. The decision on the appropriate mix includes elements such as the amount or percentage the client will hold in subclasses of securities like large capitalization stocks verses mid-to- small capitalization stocks. The target mix of investments is established through discussions with the client regarding their goals and needs for their investments and is used by Nicollet as a general guide for allocating investments in the client's accounts. Reviews of client holdings of stocks and bonds and comparisons to original targets are an ongoing part of our operations. The original targeted weighting of stocks and bonds is meant to set initial targets and we fully expect those weightings to change and communicate this to our clients. Some clients of Nicollet may not wish to consult with us on the mix in their investment portfolio but instead make those decisions without consultation with Nicollet. In these instances, the client may either have another adviser assisting them in making these decisions or choose to make those decisions themselves. In these instances, we will rebalance the weighting between stocks and bonds, or in other ways, whenever the client requests. In those cases where Nicollet is asked to assist with the determination of the mix of stocks and bonds in the client's accounts, those choices are reviewed each time we meet with the client, or whenever the client asks us to review those choices. Our client's accounts are also reviewed when individual investment decisions are being made, anytime a signi>icant deposit of cash or securities occurs in the client's account(s), or periodically as part of a general review of all client accounts. For some of our clients, they may have accounts which are too small to ef>iciently purchase a portfolio of individual stocks and are accounts whose purpose is distinct from the goals of the client's other accounts. A typical example of this is an account held for children to fund college expenses. In these cases, we may recommend the account be managed using an exchange traded fund (ETF) or a mutual fund where the appropriate investment strategy, because of the small size of the account, can be implemented more cost effectively using that type of security. In other cases, for instance, clients who own a business and the account we are managing is a retirement plan, we may also offer ETFs or mutual funds as investment options for the client. When hired for our Investment Management Service, Nicollet handles the day-to-day management of its clients' accounts by making decisions on buying, selling, or holding securities in our clients' accounts. Our clients' security holdings are not held at Nicollet (we do not custody accounts). Instead, our clients custody their securities at a separate >irm, typically a broker/dealer such as Charles Schwab or TD Ameritrade (custody agent). - 2 -  To perform Investment Management Services for our clients' accounts, Nicollet has the authority, through its agreement with the client, to make purchases or sales of securities in the clients' accounts held at the custody agency. Based on its agreement with clients, we do not contact the client prior to making a purchase or sale decision in the client's account as the client has granted us authority to make those decisions without consultation. In addition to assisting clients in determining the proper mix of stocks and bonds in their accounts and managing those accounts, we may also assist clients with advice on other >inancial matters. Clients of Nicollet often ask for our opinion on matters that include debt and debt re>inance, the need for insurance, >inancing decisions surrounding large expenditures, and other >inancial matters that families or businesses face. We provide advice and perspective on these matters when asked, but do not hold ourselves out to be experts in all matters outside of structuring and managing investment portfolios. When a client's question requires the assistance of an expert in the >ield in which the question is being asked, we will suggest the client consult with an expert. If asked by the client, we have participated with our clients in conversations on matters outside Nicollet’s expertise solely on the client’s direction and desire that we either help them frame their questions or provide our opinions on the expert's recommendation. Nicollet also works with clients on matters pertaining to their potential income taxes but does not charge a fee for this service when the client has hired Nicollet for our Services. Typically, towards the end of each year we will contact our clients (or in some cases their accountant) who have taxable accounts under our management. We will discuss with those clients realized gains and losses which are taxable. To the extent that Nicollet is directed by the client (or their accountant) to minimize gains or losses, or maximize gains or losses, based on the client’s (or their accountant’s) assessment of their need for such gains or losses, and to the extent there are unrealized gains or losses in the client’s taxable accounts that allow us to comply with those instructions, we will execute sales of securities solely for the purpose of recognizing gains or losses to assist clients in managing their income tax liability. Financial Advisory Service Nicollet’s Financial Advisory Service includes advice from Certi>ied Financial PlannerTM Professionals on a broad scope of personal >inancial planning issues including retirement planning and retirement account management strategies, investment planning and asset allocation strategies, income tax and estate planning, college education >inance planning, and wealth transfer planning. Nicollet aims to tailor the advice to meet the speci>ic needs and circumstances of each client. Services are offered using client consultations and company generated written reports that may include advice about investment securities including individual equity and debt securities, mutual funds, exchange traded funds, >ixed and variable annuities, unit investment trusts and direct participation programs. Financial Advisory services are offered on a >lat fee scale based on clients’ proximity to retirement and complexity of their personal >inancial picture. These services are offered without requirement to engage in investment management services. ERISA PLAN SERVICES Nicollet provides service to quali>ied retirement plans including 401(k) plans, 403(b) plans, pension and pro>it-sharing plans, cash balance plans, and deferred compensation plans. Nicollet may act as either a 3(21) and/or 3(38) advisor: - 3 -  Limited Scope ERISA 3(21) Fiduciary. Nicollet may serve as a limited scope ERISA 3(21) >iduciary that can advise, help and assist plan sponsors with their investment decisions on a non-discretionary basis. As an investment advisor Nicollet has a >iduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using Nicollet can help the plan sponsor delegate liability by following a diligent process. 1. Fiduciary Services are: • Provide non-discretionary investment advice to the Client about asset classes and investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. Client will make the >inal decision regarding the initial selection, retention, removal and addition of investment options. Nicollet acknowledges that it is a >iduciary as de>ined in ERISA section 3 (21) (A) (ii). • Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS. • Provide non-discretionary investment advice to the Plan Sponsor with respect to the selection of a quali>ied default investment alternative for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5) and 404(a)-5. • Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. • Meet with Client on a periodic basis to discuss the reports and the investment recommendations. 2. Non->iduciary Services are: • Assist in the education of Plan participants about general investment information and the investment alternatives available to them under the Plan. Client understands Nicollet’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s de>inition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, Nicollet is not providing >iduciary advice as de>ined by ERISA 3(21)(A)(ii) to the Plan participants. Advisor will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or bene>iciary under the Plan. • Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and >inancial understanding by the employees. Nicollet may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between Advisor and Client. - 4 -  3. Nicollet has no responsibility to provide services related to the following types of assets (“Excluded Assets”): • Employer securities; • Real estate (except for real estate funds or publicly traded REITs); • Stock brokerage accounts or mutual fund windows; • Participant loans; • Non-publicly traded partnership interests; • Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or • Other hard-to-value or illiquid securities or property. ERISA 3(38) Investment Manager. Nicollet may also act as an ERISA 3(38) Investment Manager in which it has discretionary management and control of a given retirement plan’s asset. Nicollet would then become solely responsible and liable for the selection, monitoring and replacement of the plan’s investment options. 1. Fiduciary Services are: • Nicollet has discretionary authority and will make the >inal decision regarding the initial selection, retention, removal and addition of investment options in accordance with the Plan’s investment policies and objectives. • Assist the Client with the selection of a broad range of investment options consistent with ERISA Section 404(c) and the regulations thereunder. • Assist the Client in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. • Provide discretionary investment advice to the Plan Sponsor with respect to the selection of a quali>ied default investment alternative for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Client retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c) (5). 2. Non->iduciary Services are: • Assist in the education of Plan participants about general investment information and the investment alternatives available to them under the Plan. Client understands that Nicollet’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s de>inition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, Nicollet is not providing >iduciary advice as de>ined by ERISA to the Plan participants. Nicollet will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or bene>iciary under the Plan. • Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and >inancial understanding by the employees. Nicollet may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between Nicollet and Client. - 5 -  3. Nicollet does not provide services related to the following types of assets (“Excluded Assets”): • Employer securities; • Real estate (except for real estate funds or publicly traded REITs); • Stock brokerage accounts or mutual fund windows; • Participant loans; • Non-publicly traded partnership interests; • Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or • Other hard-to-value or illiquid securities or property. Excluded Assets are not be included in calculation of Fees paid to Nicollet on the ERISA Agreement. Speci>ic services will be outlined in detail to each plan in the 408(b)2 disclosure. Client Tailored Services and Client Imposed Restrictions The goals and objectives for each Client are documented in our Client >iles. Investment strategies are created that re>lect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. Agreements may not be assigned without written Client consent. Wrap Fee Programs Nicollet does not sponsor any wrap fee programs. - 6 -  Item 5: Fees and Compensation Method of Compensation and Fee Schedule Fees for Investment Management Services Nicollet's fee schedule for clients using our active stock investment strategies: Stock Portfolio Management: $250,000 to $5,000,000 1.10% annually $5,000,001 to $10,000,000 1.00% annually $10,000,001 to $20,000,000 0.90% annually $20,000,001 to $50,000,000 0.75% annually Over $50,000,000 0.55% annually (Minimum assets $250,000 per equity product) Fixed Income Portfolio Management: 0.50% annually Nicollet’s fee schedule for client’s using mutual funds or ETF’s for stock investments and our individual security >ixed income management: Stock Management: 0.50% annually * Fixed Income Portfolio Management 0.50% annually *This fee is exclusive of the internal fees that might be charged by the mutual funds or ETF’s. Fees are calculated and assessed quarterly for most client's accounts. Some clients have their fees calculated and assessed on an annual basis. Fees are calculated and assessed (whether quarterly or annually), at the beginning of each calendar quarter (or year), based on the market value of the stocks (applying that schedule) and bonds (applying that schedule) at the end of the preceding quarter (or year). Fees are negotiable but most of the Nicollet's clients are billed based on the fee schedules above. The fees paid by clients quarterly (or annually when assessed in that manner) are paid for the subsequent three, or twelve in the case of annually billed clients, month period. Therefore, our clients pay for our service before the service is rendered. If a client terminates their contract with us, we will refund the unused portion of the fee collected. With smaller dollar value accounts and in special situations, we may charge a >ixed minimum fee and/or assess the fee on an annual basis instead of quarterly. We also waive our fees in certain instances including but not limited to: Fees on very small accounts, with the expectation that the contractual fee will be applied once the account reaches a certain dollar value. We may also, from time to time, enter into agreements with other investment advisors whereby the assets of the client will be managed by the other investment advisory >irm. In these instances, we would typically have an agreement in place whereby our >irm and the other investment advisor would divide the fee paid by the client according to the agreement. - 7 -  In all cases where Nicollet has an agreement to divide the fee paid by the client directly to our >irm with another unrelated >irm, those arrangements are fully disclosed to the client. Nicollet generally offers a discount or waiver of its standard fee to persons employed by our >irm and their immediate families. No employee of Nicollet will accept compensation for the sale of securities or other investment products. All Nicollet's investment advisory contracts with clients can be terminated upon thirty (30) day written notice. As stated above, prepaid fees will be refunded for the number of days beyond the 30-day notice for the current fee period. Fees Financial Advisory Services: In an effort to provide a high quality, repeatable experience for clients, Nicollet uses an annual >lat fee. This fee structure is based on historical billing records for clients with varying life circumstances. The biggest advantage to our clients lies in the transparency: Clients know in advance the cost of working with Nicollet for a full year of >inancial planning services. This fee includes a client’s annual review meeting, pre-meeting preparation and analyses, creation of reports and support materials, and access to our team throughout the year for basic questions. Based on client’s stage of life, fees re>lect the intensity of planning needed as they approach and move into retirement. An initial one-time onboarding fee ranging from $250-750 will be charged to all new clients to cover initial administrative costs. Post Retirement Accumulator 10+ Years $1,600 Pre-Retirement 3-10 Years $2,000 Transition 0-2 Years $2,800 $2,000 Hourly Fee for Financial Advisory Services Nicollet offers alternative hourly fee structures at $250/hour for situational planning such as major changes in family or employment circumstances or unforeseen life changes. Any hourly fees will be billed in arrears on a monthly basis, or on a project-based timeline as mutually agreed upon with a client. Flat fees are typically billed after our initial planning meeting, covering the 12-month period from signature date on our engagement letter. Clients are encouraged, but not required, to meet on an annual basis to update their plan assumptions, revisit recommendations and implementations. ERISA PLAN SERVICES The annual fee for ERISA 3(38) services are based on the following fees: Stock Portfolio Management: $250,000 to $5,000,000 $5,000,001 to $10,000,000 1.10% annually 1.00% annually $10,000,001 to $20,000,000 0.90% annually $20,000,001 to $50,000,000 0.75% annually - 8 -  Over $50,000,000 0.55% annually (Minimum assets $250,000 per equity product) 0.50% annually Fixed Income Portfolio Management: Nicollet’s fee schedule for client’s using mutual funds or ETF’s for stock investments and our individual security >ixed income management: Stock Management: Fixed Income Portfolio Management 0.50% annually * 0.50% annually The annual fee is negotiable and will be charged as a percentage of the Included Assets. Fees may be charged quarterly or monthly in arrears or in advance based on the assets as calculated by the custodian or record keeper of the Included Assets (without adjustments for anticipated withdrawals by Plan participants or other anticipated or scheduled transfers or distribution of assets). If the services to be provided start any time other than the >irst day of a quarter or month, the fee will be prorated based on the number of days remaining in the quarter or month. If this Agreement is terminated prior to the end of the billing cycle, Nicollet shall be entitled to a prorated fee based on the number of days during the fee period services were provided or Client will be due a prorated refund of fees for days services were not provided in the billing cycle. The fee schedule, which includes compensation of Nicollet for the services is described in detail in Schedule A of the ERISA Plan Agreement. The Plan is obligated to pay the fees; however, the Plan Sponsor may elect to pay the fees. Client may elect to be billed directly or have fees deducted from Plan Assets. Nicollet does not reasonably expect to receive any additional compensation, directly or indirectly, for its services under this Agreement. If additional compensation is received, Nicollet will disclose this compensation, the services rendered, and the payer of compensation. Nicollet will offset the compensation against the fees agreed upon under the Agreement. Client Payment of Fees Fees are either deducted from the client’s account or the client is billed directly. Nicollet’s clients choose which method they prefer. Additional Client Fees Charged Fees are also applied to recommended and portfolio supervised mutual funds and exchange traded funds. Mutual funds and exchange traded funds pay an advisory fee to their investment manager, which reduces the net asset value of the mutual fund. Therefore, client assets invested in mutual funds and/or exchange traded funds will pay both a direct fee to Nicollet and a fee to the investment manager. In addition to Nicollet’s management fees, our clients may also incur brokerage costs such as commissions on trades. Please refer to the section on “Brokerage Practices”. Prepayment of Client Fees Nicollet does not require any prepayment of fees of more than $1200 per Client six months or more in advance. - 9 -  External Compensation for the Sale of Securities to Clients Nicollet does not receive any external compensation for the sale of securities to Clients, nor do any of the investment advisor representatives of Nicollet. Item 6: Performance-Based Fees and Side-by-Side Management Sharing of Capital Gains Nicollet does not charge any performance-based fees. - 10 -  Item 7: Types of Clients Description Nicollet manages assets and engages in Financial Planning Services for individuals and families. This includes taxable brokerage/bank accounts, IRAs, trust accounts, estates, business accounts, children’s accounts and 401(k) plans that include personal choice investment options. Nicollet also manage money for corporate 401(k) plans/pension and pro>it-sharing plans, charitable organizations and Taft Hartley plans. Client relationships vary in scope and length of service. Account Minimums Nicollet generally requires a minimum asset relationship of $250,000 for its Investment Management Services. Nicollet, from time to time, and based on its sole discretion, may accept clients with less than that amount. Nicollet has no minimum account size for its Financial Advisory Services. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Methods of Analysis and Investment Strategies - Equities For our stock investments, Nicollet concentrates on growth stocks. This means that we are generally looking to invest in companies with strong prospects to grow their revenues over the long term. However, we attempt to maintain a diversi>ied stance with our stock portfolios and make sure to own companies in a broad range of economic sectors and industries. Nicollet offers two internally managed stock strategies. 1. Large capitalization growth stock strategy: This strategy primarily invests in companies whose market capitalization is greater than $40 Billion. This strategy is diversi>ied by owning at least 20 individual companies, but more typically by holding 30 to 40 individual company stocks. The strategy is further diversi>ied by selecting companies in a broad range of economic sectors and industries. 2. Mid-to-small capitalization growth stock strategy: This strategy primarily invests in companies with market capitalization that is less than $40 Billion. The strategy is diversi>ied by owning at least 20 individual companies, but more typically by holding 30 to 40 individual company stocks. The strategy is further diversi>ied by selecting companies in a broad range of economic sectors and industries We are fundamental analysts in our approach to selecting individual stocks for our stock strategies. As fundamental analysts, we rely on certain information including but not limited to industry trends, pro>itability and product growth assessments to identify individual companies in which to invest. - 11 -  The sources of information we use to make our assessments on stock investments are varied and broad. These sources include, but are not limited to, company >inancial reports, industry literature and periodicals, Wall Street research >irm reports, and communication with business leaders. We also use macroeconomic information as generally reported by National or Federal Governments to uncover trends. The assessment of individual investments made for our clients in our large capitalization and mid-to-small capitalization stock strategies are all made internally by Nicollet's investment managers. In the more limited cases where we use an outside manager either as a sub-advisor or through a mutual fund, the sub-advisor or mutual fund manager makes the decisions on which securities to own. We manage our stock strategies using a model portfolio, which sets as a template the individual stocks we want to hold and the percentage weighting in each stock. Client accounts that own one or both of our stock strategies are regularly reviewed (at least quarterly, and when stocks are bought and sold) and compared against the model portfolio to evaluate whether the client's account(s) holds the targeted amount of each model security. We do not, however, seek to perfectly align every client account with the exact targeted amount of each security in the model portfolio. Because our clients have hired us and funded their accounts at different times, we may deviate from the model portfolios in buying stocks for each client due to our consideration of the valuation of a speci>ic stock at the time we are investing that clients' account(s), or other reasons that may lead us to buy more or less of that stock than indicated by the model portfolio's holding. There are many reasons a speci>ic client's account may deviate from the model portfolio, for example: the client held a stock when they hired us that we do not own in the model portfolio but may continue to be held for a period after we start managing the client's account(s). When buying individual investments, we also manage risk through our portfolio management techniques and individual stock selection process. We seek to maintain a diversi>ied portfolio of stocks, meaning that we have investments in many different segments of the economy. Each individual investment is analyzed for its investment merit and the risks associated with the investment. Risk of Loss - Equities In owning stocks, all our clients are subject to the variety of risks associated with stock investing. These risks include general market risk and stock speci>ic risk. General market risk is the risk that the overall market declines in value reducing the value of all, or a large percentage, of individual company stocks. Historically, this risk has been associated with a temporary decline in economic activity or due to an exogenous event like a war or other disruptive event. However, should an event occur that creates a sustained reduction in economic activity, investors in our stock strategies may not experience a recovery in the value of their stock positions. There is a risk of permanent loss. Investors in our stock strategies are also subject to the risk of loss in their investments due to declines in the value of one or more individual stocks owned in an account managed by Nicollet. With every stock we purchase for our clients, there is always a possibility that our research has failed to uncover a risk that may lead to a permanent loss of some or all of the value in that stock. These individual stock losses may also occur in periods of a general rise in stock prices. - 12 -  The conditions that give rise to losses in individual stock positions are numerous, some directly related to the company’s performance, others related to the market's current assessment for the industry in which the company operates, and others unrelated to either the company’s current performance or its industry but an assessment by other investors on the company’s outlook. We try to minimize the risk of loss from company or industry-speci>ic risk through our research. However, that research entails forecasting future conditions and weighing the probability of certain events unfolding. We do not profess a unique insight into future conditions, we rely on our experience and judgment to assess the risks involved in purchasing individual stocks for our investors. Any equity investor in a company is always at some risk of losing their entire investment. Methods of Analysis and Investment Strategies – Fixed Income Fixed income securities are purchased based on our internal assessment of the issuer’s ability to make the interest and principal payments promised in the terms of the security. These assessments are made based on our knowledge of the issuer, credit rating of the issuer, and other information available to make this assessment. Our general strategy in >ixed income investing is to focus our investments in higher-quality issuers who carry investment grade credit ratings. In limited circumstances we may own >ixed income securities whose credit rating has fallen from investment grade to a below investment grade rating if we assess they still are able to comply with the terms of the security. We also may invest in unrated securities (securities that have not been rated by a major credit rating agency), but this would occur only in limited circumstances and generally be part of a >ixed income strategy we have discussed with the client. Our strategy in >ixed income investing for our clients also incorporates consideration of the highest income tax rate paid by our clients. We will often seek to purchase >ixed income securities issued by government entities when the client can earn a higher after-tax yield for the same risk. Most state and local government-issued >ixed income securities are exempt from income tax. Often clients paying higher marginal tax rates can earn a better after-tax yield owning these securities instead of >ixed income securities whose interest income is fully taxable. To manage the risk of holding >ixed income securities, we employ two strategies. The >irst is to own securities from multiple issuers in a client's account. We make every attempt to diversify our clients’ exposure to a single issuer when buying >ixed income securities for their account(s). However, for some of our clients the dollar amount allocated to >ixed income may be too small for us to buy more than a single issuer’s debt. Typically this occurs when the amount allocated to >ixed income is $10,000 or less. In these instances, the entire allocation a client has to >ixed income may be contained in a single >ixed income security. The second method we employ to limit the risk within our clients’ investment accounts is to stagger the maturities of their >ixed income securities over a period of time. This is commonly known as "laddering" maturities. With a laddered portfolio of >ixed income securities, the client's interest rate risk arising from reinvestment of their >ixed income security maturities is reduced. - 13 -  Risk of Loss – Fixed Income Fixed income security investments, like all investments, can fall in value, either temporarily or permanently. Because of this, investors in our >ixed income strategy are subject to the potential loss of their investment. The market value of a >ixed income security is dependent upon several factors. These include: the general level of interest rates, the markets assessment of the >ixed income security issuers ability to repay the terms of the security, and changes in the credit rating of the issuer. Some of the risks that give rise to a decline in the value of a >ixed income security can be deemed temporary and do not impact the ability of the issuer to pay. If general interest rates rise, the current market value of outstanding >ixed income securities will tend to fall. This means anytime interest rates are rising, we would expect the market value of the >ixed income securities we have purchased for our clients’ accounts to fall. However, if the issuers of those securities continue to be able to pay the interest and principal due under the terms of the security, the current market value lost on the security due to rising rates will not cause a change in our expected holding period return on that security. Our clients would only sustain a loss relative to the return we expected on that security if we sold the security prior to maturity. Similarly, a decline in the credit rating of the issuer of a >ixed income security can give rise to a temporary loss in the market value of the >ixed income securities issued. If the issuer is still able to make the interest and principal payments as scheduled, the market value loss would be temporary unless we sold the security at a lower value then we had anticipated when making the original investment. Permanent losses on >ixed income securities occur in those instances where the issuer fails to meet the terms of the security and seeks to restructure (most often through bankruptcy) the terms in a manner that they are no longer obligated to repay the full amount we expected when purchasing the security. We make every attempt to avoid buying securities from issuers who are at risk of bankruptcy. However, though uncommon, it is possible that a single event or action can cause an issuer’s >inancial condition to deteriorate rapidly and result in a permanent loss on its >ixed income securities. Though we try to avoid the risk of permanent losses, we cannot fully account for all the events that might render an investment grade issuer of >ixed income securities to become insolvent quickly. Financial Advisory Services Methods of Analysis Nicollet gathers detailed information from clients about their current investment holdings along with other >inancial and non->inancial information including employment, current and future income sources, personal expenses and debt, income tax >ilings, estate documents, as well as personal goals and concerns. In order to provide detailed analyses focused on the client’s individual situation, we will conduct interviews to gain deeper understanding of the current and anticipated cash >low needs that could include (but not limited to) planning for future education costs, retirement, wealth transfer, survivor needs, estate/end-of-life planning. After gathering data from documents and online resources, we will use industry standard software packages including (but not limited to) eMoney Advisor, Social Security Analyzer, and Morningstar for analyses. Client’s data is reviewed and aggregated to provide a big-picture view - 14 -  of their >inancial future, including in depth analyses of the impact of choices regarding retirement start dates, when to start social security, pension optimization, spending goals, survivor needs, and effective asset allocation to meet goals during and beyond their lifetime. Deliverable During the >inancial planning meetings, Nicollet will address planning options for cash>low, retirement, goal planning, estate planning, and investment allocation. Recommendations will be provided in a written format, including commentary and analyses supplemented by reports generated from industry standard software packages. A signi>icant portion of our meetings will entail discussion about the impact of client’s choices on overall cash>low. eMoney Advisor Wealth Management System enables us to do a live presentation of data, creating an interactive meeting to explore the >inancial impact of “what-if” scenarios. We will provide recommended courses of action, decision points, and if requested, referrals to industry professionals for implementation of solutions. Typically, we >ind that clients will meet with us several times in the >irst year to gain a full understanding of their choices and the impact on their >inancial future. During that year, we will create a >inancial plan, help with implementation, make re>inements and answer questions related to the options presented. By using a >lat fee structure, clients are able to reach out at any time during the year with questions, new information or when they need clari>ication. There is no obligation to continue services beyond the initial year-long or project-based engagement. However, we recommend that most clients meet on a regular (annual) basis to keep up to date with their personal needs, goals, and ongoing changes in >inancial status. For those individuals entering the transition years around retirement, we >ind that multiple meetings are often needed to provide clarity to the choices that arise due to complexities of the retirement process, including pension maximization, social security bene>it options, retirement plan termination, and meeting both long term and short term cash>low needs including health insurance coverage, housing and lifestyle changes. Security Speci>ic Material Risks Clients are routinely informed about the nature of investment risks such as market risks, interest rate risks, credit risks, business risks, liquidity risks and others. Clients are also routinely made aware that investing in securities can result in loss of investment principal and that clients should be prepared to bear those losses should they occur. The speci>ic risks associated with >inancial planning include: Risk of loss • Client fails to follow the recommendations resulting in market loss • Client follows the recommendations resulting in market loss • Client has changes in >inancial status or lifestyle and therefore plan recommendations are no longer valid. - 15 -  General Risks: Exchange Traded Fund Risks ETF shareholders are subject to risks like those of holders of other portfolios, such as mutual funds. In addition to these general risks, there are risks speci>ic to each ETF, which are described in the relevant prospectus. Risks can include the following: • The general value of securities held can decline, thus adversely affecting the value of an ETF that represents an interest in those securities. This could occur with equities, commodities, >ixed income, futures, or other investments the fund can hold on to behalf of the shareholders. • For ETFs for which the stated investment objective is to track a particular industry or asset sector, the fund could be adversely affected by the performance of that speci>ic industry or sector. • Fund holdings of international investments can involve the risk of capital loss from unfavorable >luctuations in currency exchange rates, differences in generally accepted accounting principles, or economic or political instability in other nations. • Although ETFs are designed to provide investment results that generally correspond to the price and yield performance of their respective underlying indexes, the funds may not be able to exactly replicate that performance because of trust expenses and other factors. This is sometimes referred to as “tracking error.” Investment Risks Markets are speculative, prices are volatile, and movements are dif>icult to predict. Supply and demand change rapidly and are affected by a variety of factors, including interest rates, merger activities and general trends in the overall economy or industry or other economic sectors. A variety of factors that are inherently dif>icult to predict, such as domestic and international political developments, governmental trade and >iscal policies, patterns of trade and war or other military con>lict also can have signi>icant effects on the market. There could be limited ability to vary an investment portfolio in response to changing economic, >inancial and investment conditions. Those risks can be enhanced signi>icantly by the concentration of investments, a consequent lack of diversi>ication and the potential that it creates for volatility. No assurance can be given as to when or whether adverse events might occur that could cause signi>icant and immediate loss in the value of a portfolio. Even in the absence of such events, large losses could be acquired. - 16 -  Cybersecurity Nicollet and its clients are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and unintentional damage or interruption in service. A cybersecurity breach could expose the Nicollet to substantial costs, civil liability, and regulatory inquiry and/or action. In addition, as Nicollet does not directly control the cybersecurity systems of third-party service providers, there can be no assurance that the cybersecurity practices of these providers will protect the Firm or the clients. - 17 -  Item 9: Disciplinary Information Criminal or Civil Actions Nicollet and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings Nicollet and its management have not been involved in administrative enforcement proceedings. Self- Regulatory Organization Enforcement Proceedings Nicollet and its management have not been involved in legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of Nicollet or the integrity of its management. Item 10: Other Financial Industry Activities and AfQiliations Broker-Dealer or Representative Registration Nicollet is not registered as a broker-dealer and no af>iliated representatives of Nicollet are registered representatives of a broker-dealer. Futures or Commodity Registration Neither Nicollet nor its af>iliated representatives are registered or have an application pending to register as a futures commission merchant, commodity pool operator, or a commodity trading advisor. Material Relationships Maintained by this Advisory Business and ConUlicts of Interest Nicollet has no material relationships to disclose. Recommendations or Selections of Other Investment Advisors and ConUlicts of Interest We may also, from time to time, enter into agreements with other investment advisors whereby the assets of the client will be managed by the other investment advisory >irm. In these instances, we would typically have an agreement in place whereby our >irm and the other investment advisor would divide the fee paid by the client according to the agreement. In all cases where Nicollet has an agreement to divide the fee paid by the client directly to our >irm with another unrelated >irm, those arrangements are fully disclosed to the client. - 18 -  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description Nicollet Investment Management has adopted a written Code of Ethics covering all employees. Our >irm’s Code of Ethics requires high standards of business conduct, compliance with Federal securities laws, reporting and recordkeeping of personal securities transactions and holdings, reviews and sanctions. Employees of Nicollet have personal accounts in which they buy and sell securities. Nicollet does not prohibit employees from owning securities in personal or related person accounts, but we do have procedures in place to ensure client security purchases and sales take precedent over employee purchases and sales. This policy applies equally to employees and to accounts in which an employee has an interest individually, jointly or as a guardian, executor or trustee or to the accounts in which the children or other dependents residing in the same household have an interest. When an employee transacts in his or her personal accounts, they >irst discuss the intended transaction with one of our portfolio managers. Portfolio managers have discretion in client accounts to purchase and sell securities in our client's accounts. Our portfolio managers are aware of either transactions currently being executed in client accounts or securities they might be buying or selling in client accounts in the near term. An employee will be prohibited from executing purchases or sales in a security in which we are, or intend to, transact in a client account. For purchases of a security, employees will not transact in the security until after all purchases of the security have been completed in client accounts. Similarly, for sales, employees will not execute a sale until all client accounts have sold the amount intended to be sold. In instances where a portfolio has plans to transact in the security in the near term, but no transactions are currently underway for client accounts, the employee will refrain from transacting in the security until after the trades are made in the client accounts or the portfolio manager indicates he or she is no longer intending to transact in the security. Employees investment accounts are reviewed quarterly to ensure no transactions were executed in their accounts that con>lict with this policy. No employee of Nicollet has a material >inancial interest in any security which we recommend to our clients or buy or sell for our client accounts. A copy of the Code of Ethics is available to clients and prospects upon request. - 19 -  Item 12: Brokerage Practices Factors Used to Select Broker-Dealers for Client Transactions Nicollet Investment Management operates under a limited power of attorney which grants our >irm investment discretion. Nicollet thereby has the authority to direct the investments in the client's portfolio without prior consultation with the client. Pursuant to this discretionary authority, we will determine which securities, and the amount of each security, to be bought or sold. Nicollet, based on its discretionary authority and subject to any conditions imposed in writing by the client, will select the broker or dealer to execute transactions and decide the commission to be paid. The broker or dealer selected is based on a number of factors including, but are not limited to best interests of the portfolio, price, liquidity, size, responsiveness, range and depth of service, quality, frequency and timeliness of research. Services of direct bene>it to the client, such as acting as custodian for the client's portfolio, are also considered. The amount of commission paid to brokers or dealers varies depending on a compilation of the preceding factors and competitive commission rate levels in the marketplace. Nicollet does not receive any compensation for recommending a broker-dealer to our clients. If Nicollet receives instructions from a client to direct a brokerage trade to an outside brokerage >irm to ful>ill an obligation the client has, we would evaluate if the brokerage >irm is providing competitive commission rates and reasonable execution. We would communicate to our client the results of our evaluation. If the client insists on continuing with this transaction, we would document our review for the >ile and execute the client instruction. Nicollet may receive research from some brokers or dealers with whom transactions are executed. Our >irm believes all of our clients bene>it from the research provided by various brokers or dealers who effect transactions for our client accounts. However, we have no commitments, either written or oral, to transact with a broker/dealer in exchange for research services. The compensation of our >irm’s personnel may be in>luenced by the number of new clients resulting from their efforts. Nicollet may enter into arrangements with independent organizations or persons for client referrals (i.e., accounting >irms, brokers, dealers, etc.). All such arrangements are governed by the disclosure requirement under the Investment Advisors Act and other applicable laws and regulations. Aggregating Securities Transactions for Client Accounts Nicollet is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of Nicollet. All Clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. - 20 -  Item 13: Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Nicollet Investment Management employs a team approach to monitoring, reviewing, and managing our clients' accounts. Our >irm's Principal, Portfolio Managers, Senior Managing Directors, and Senior Of>ice Administrators each have a role in reviewing our clients' accounts. We do not assign speci>ic client responsibility to speci>ic employees. Our account reviews are ongoing and embedded in the business processes we use to manage our clients' accounts. All current employees of Nicollet have a role in reviewing various aspects of our clients’ accounts. Our Portfolio Managers tend to focus their reviews on the allocation of client assets, discussions with clients on changes in asset allocation, each client's individual investment holdings, and on implementing any changes necessary in clients' accounts. Our Of>ice Administrators daily monitor all clients' accounts for cash->lows, make sure requests for withdrawals are executed, monitor restrictions we may have placed on a client account, and monitor miscellaneous items like required withdrawals and one-time requests by clients. No employee is assigned a speci>ic number of accounts to review, all client accounts in which an employee has any responsibility are regularly reviewed by that employee. In every instance, there are at least two and more often, more than two, employees with responsibility for monitoring a client's account(s). There are numerous activities we engage in which could be deemed as client account reviews. Most of these are imbedded in the processes we use in our day-to-day activity managing our clients' accounts. For each of our clients, we establish, use, and maintain guidelines for how each client account is to be allocated between stocks, bonds and cash. Though these allocations are in>luenced by moves in market prices, we do regularly review (at least monthly) the allocation of each client account against our targeted allocation amongst the various types of investments. This is done primarily by allocating the cash held in the account to its respective intended investment area (e.g. cash available for >ixed income securities, cash available for large cap stock investments). We also review each client account each time we invest in a new stock, >ixed income, or other security. Our portfolio managers regularly discuss client accounts while investment decisions are being made. We manage our stock strategies using a model portfolio, which sets as a template the individual stocks we want to hold and the percentage weighting in each stock. Client accounts that own one or both of our stock strategies are regularly reviewed (at least quarterly, always when stocks are bought and sold) and compared against the model portfolio to evaluate whether the client's account(s) holds the targeted amount of each model security. We do not, however, seek to perfectly align every client account with the exact targeted amount of each security in the model portfolio. Because our clients have hired us and funded their accounts at different times, we may deviate from the model portfolios in buying stocks for each client due to our consideration of the valuation of a speci>ic stock at the time we are investing that clients' account(s), or other reasons that may lead us to buy more or less of that stock than indicated by the model portfolio's holding. There are many reasons a speci>ic client's account may deviate from the model portfolio, for example: the client held a stock when they hired us - 21 -  that we do not own in the model portfolio, but may continue to be held for a period after we start managing the client's account(s). We review our clients' account(s) whenever there is a material cash->low into or out of their accounts. Material cash->lows often require more detailed analysis to ensure the account remains in balance with our targets for the clients' accounts. We also regularly review with our clients' their portfolios. This includes meetings, phone conversations, emails, and letters. During these communications, we are always trying to assess whether there are changes in each client's circumstances that warrant a more thorough review of the client's mix of assets. Other times, the client may come to us and ask that we review their overall asset allocation, which triggers a more extensive review of their accounts in light of >inancial information provided by the client. Nicollet provides its employees who are engaged in reviews of client accounts several tools for maintaining and accessing current information on the client. We maintain a customer relationship system where we document important information on how we are to manage each client's account and changes that may occur. For most of our clients, we have engaged in extensive analysis of their income statement, balance sheet and provided written recommendations for how their investments are to be allocated. This written document (and subsequent updates) are readily available to all employees for review. We also have internal reports that are provided all employees containing information on how each client's account(s) are to be invested. Finally, everyone at Nicollet regularly discusses our clients' account(s). To be effective in managing our clients' account(s), our best means is constant communication amongst all our employees. Item 14: Client Referrals and Other Compensation Economic BeneUits Provided to the Advisory Firm from External Sources and ConUlicts of Interest Nicollet does not receive any economic bene>its from external sources. Advisory Firm Payments for Client Referrals Nicollet may, from time to time, enter into agreements with unrelated >irms to provide client referrals and/or client services to its clients. In these instances, we may enter into arrangements to divide the fee paid by the client between Nicollet and the unrelated >irm with whom we have such an agreement. These fee-sharing agreements may be negotiated as a >ixed amount or a percentage of the fee earned by Nicollet. Nicollet Investment Management has clients who were referred to us by Charles Schwab & Co., Inc. ("Schwab"). These clients were referred through Nicollet 's participation in Schwab Advisor Network Schwab is a broker-dealer independent of and unaf>iliated with Nicollet. Schwab does not supervise Nicollet and has no responsibility for our >irm's management of client's portfolio or other advice or services. Nicollet pays Schwab fees to receive client referrals through this program. Nicollet 's participation in the Schwab Advisor Network may raise potential con>licts of interest described below. - 22 -  Nicollet pays Schwab a Participation Fee on all referred clients' accounts that are maintained in custody at Schwab. The Participation Fee paid by Nicollet is a percentage of the fees the client owes to Nicollet or a percentage of the value of the assets in the client's account, subject to a minimum Participation Fee. Nicollet pays Schwab the Participation Fee for as long as the referred client's account remains in custody at Schwab. The Participation Fee is billed to Nicollet quarterly and may be increased, decreased or waived by Schwab from time to time. The Participation Fee is paid by Nicollet and not by the client. We have agreed not to charge clients referred through the Service, fees or costs greater than the fees or costs the >irm charges clients with similar portfolios who were not referred through the Service. Nicollet no longer participates in the Schwab Advisor Network and is no longer accepting referrals from Schwab under that or any other fee sharing arrangement. However, those clients who hired Nicollet based on a referral from Schwab while we were in the Schwab program continue to have their fees paid shared by Nicollet and Schwab according to the terms of the agreement. This fee sharing was fully disclosed to the client in the Schwab Advisor Network Investor Acknowledgment. Because Nicollet earns a lower net fee on clients referred under the Schwab Advisor Network program, Nicollet could have an incentive to recommend a client move their account from Schwab to another broker/dealer where that fee share would not apply. Nicollet's agreement with Schwab includes a provision whereby Nicollet would be obligated to pay Schwab a one- time fee for actively encouraging clients referred under the Schwab Advisor Network program to move their accounts out of Schwab. Nicollet is not required to pay this fee if the client directs their accounts be moved without a recommendation from Nicollet. Because of the potential fee Nicollet would be obligated to pay Schwab for moving Schwab Advisor Network clients, there may be a con>lict of interest. Nicollet may be thought to have an economic interest in maintaining these clients at Schwab to avoid paying that fee. Nicollet believes Schwab's service and trade execution to be amongst the best across the broker/dealers that its clients use. We believe no con>lict of interest has existed. However, if for any reason Nicollet felt it in its clients’ best interest to move their accounts from Schwab to another broker/dealer, it would make that recommendation to all clients. We would not consider any fee we would be obligated to pay in making the recommendation to clients. Item 15: Custody Account Statements It is Nicollet Investment Management’s policy that we will not accept or hold client funds or securities. All client assets are custodied at a “quali>ied custodian” which includes banks or registered broker-dealers. These custodians must provide our clients, at least quarterly, a detailed statement of their holdings. Nicollet may assist our clients with the necessary forms and/or mailing of checks made payable to the client’s account at the custodian, but shall not take actual possession of the funds. Advisors that deduct management fees directly from their clients’ accounts will be deemed to have custody. However, advisers that have custody only because they deduct fees may continue - 23 -  to answer “No” to the custody questions in Item 9 of Form ADV Part I. Nicollet may have this authority to deduct fees from client accounts. Item 16: Investment Discretion Discretionary Authority for Trading Investment Management Services Nicollet Investment Management operates under a limited power of attorney when the client hires us for our Investment Management Services, which grants Nicollet investment discretion. Nicollet thereby has the authority to direct the investments in the client's portfolio without prior consultation with the client. Pursuant to this discretionary authority, we will determine which securities, and the amount of each security, to be bought or sold. A client may direct Nicollet to purchase or not purchase certain securities. Any securities bought or delivered into an account at our clients’ request are considered non-discretionary assets on our portfolio management system. As part of our client review, these assets will be reviewed. If a client has restricted the purchase of any security, these instructions are entered on our trading system so that the security is >lagged as “restricted”. Financial Advisory Service For clients who hire Nicollet for Financial Advisory Services, Nicollet does not accept discretionary authority to manage securities on behalf of the clients. Item 17: Voting Client Securities Proxy Votes Investment Management Services Nicollet Investment Management, as a matter of policy and as a >iduciary to our clients, has responsibility for voting proxies for portfolio securities consistent with the best economic interests of our clients. Our policy is to vote all proxies from a speci>ic issuer the same way for each client unless there are qualifying restrictions from a client. We will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors unless there are con>licts of interest raised by an auditors non-audit services. We will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights. In reviewing proposals, Nicollet will further consider the opinion of management and the effect on management, and the effect on shareholder value. Nicollet will identify any con>licts that exist between the interests of the adviser and the client by reviewing the relationship of Nicollet with the issuer of each security to determine if Nicollet or any employee has a >inancial, business or personal relationship with the issuer. If a material con>lict of interest exists, we will determine if it is appropriate to give the client an opportunity to vote the proxy themselves or to address the voting issue through other objective means such as receiving an independent third party voting recommendation. Nicollet makes its Proxy Voting Policy and Procedures available to its clients upon request. Also upon request, clients may receive the proxy voting record for their account. - 24 -  Financial Advisory Service For clients who hire Nicollet for Financial Advisory Services, Nicollet does not accept authority to vote client held securities. Item 18: Financial Information Balance Sheet A balance sheet is not required to be provided because Nicollet does not serve as a custodian for Client funds or securities and Nicollet does not require prepayment of fees of more than $1200 per Client and six months or more in advance. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Nicollet has no condition that is reasonably likely to impair our ability to meet contractual commitments to our Clients. Bankruptcy Petitions during the Past Ten Years Neither Nicollet nor its management has had any bankruptcy petitions in the last ten years. - 25 -