Nicollet Investment Management Inc

Item	5:	Fees	and	Compensation

    Method	of	Compensation	and	Fee	Schedule
    Fees	for	Investment	Management	Services
    Equity	Portfolio	Management	&	Advisory	fee	schedule:
         $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	$50,000,001	                          0.75%	annually
         Over	$50,000,000	                                    0.55%	annually

    ETF	 Equity	 Allocation,	 Fixed	 Income,	 and	 Non-Discretionary	 Portfolio	 Management	 &
    Advisory:		0.50%	annually*
    *This	fee	is	exclusive	of	the	internal	fees	that	might	be	charged	by	pooled	vehicles	/	ETFs.
    Fees	are	calculated	and	assessed	quarterly	for	most	clients’	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	fixed	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	firm,	or	whereby	we
    serve	as	a	sub-advisor	in	conjunction	with	an	outside	financial	advisor	firm.	In	the	instances
    where	we	utilize	the	services	of	a	sub-advisor,	it	would	be	communicated	to	our	client	that	they
    will	be	paying	an	additional	fee	to	the	sub-advisor,	in	addition	to	Nicollet’s	advisory	fee.	When
    Nicollet	serves	in	a	sub-advisory	capacity,	we	will	earn	a	pre-determined	sub-advisory	fee,	but
    it	is	up	to	the	outside	financial	advisor	to	communicate	the	all-in	costs	to	the	client.

    In	cases	where	Nicollet	has	an	revenue-sharing	agreement	with	another	unrelated	firm,	those
    arrangements	will	be	fully	disclosed	to	the	client.
    Nicollet	generally	offers	a	discount	or	waiver	of	its	standard	fee	to	persons	employed	by	our
    firm	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.
    ERISA	PLAN	SERVICES
    The	annual	fee	for	ERISA	3(38)	services	are	based	on	the	following	schedule:
    Equity	Portfolio	Management	&	Advisory	fee	schedule:

       $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	$50,000,001	                  0.75%	annually
       Over	$50,000,000	                            0.55%	annually

    ETF	 Equity	 Allocation,	 Fixed	 Income,	 and	 Non-Discretionary	 Portfolio	 Management	 &
    Advisory:
    0.50%	annually*
    *This	fee	is	exclusive	of	the	internal	fees	that	might	be	charged	by	pooled	vehicles	/	ETFs.

    The	annual	fee	is	negotiable	and	will	be	charged	as	a	percentage	of	managed	account	assets.
    Fees	 may	 be	 charged	 quarterly	 or	 monthly	 in	 arrears	 or	 in	 advance	 based	 on	 the	 assets
    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	first	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
...

Item	7:	Types	of	Clients

    Description
    Nicollet	manages	assets	and	engages	in	Financial	Planning	Services	for:
         • High	Net	Worth	Individuals	and	Families
         • Trusts,	Estates,	and	Charitable	Organizations
         • Companies	and	other	Organizations
         • Retirement,	Pension,	and	Profit	Sharing	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.