Disciplined Growth Investors

WRAP FEE PROGRAMS Disciplined Growth Investors Inc. provides portfolio management services for a single wrap fee program for a legacy client. Accounts of wrap fee clients are managed similarly to our other accounts. We receive a portion of the wrap fee for our services. Disciplined Growth Investors, Inc. does not accept any new wrap fee relationships or accounts.

AMOUNT OF MANAGED ASSETS As of December 31, 2025 we were actively managing $5,482,190,948 of clients’ assets on a discretionary basis and $0 on a nondiscretionary basis.

ITEM 5: FEES AND COMPENSATION The manner in which fees are calculated and charged by Disciplined Growth Investors, Inc. is set forth in each clients’ investment management agreement. Clients can choose to be billed for fees incurred or can authorize Disciplined Growth Investors Inc. to deduct fees from the client's account(s). Additional information regarding the deduction of fees is provided in the "Custody" section (Item 15) of this Firm Brochure. Fees are billed quarterly in advance or in arrears depending on the specifics of each client’s investment management agreement. Disciplined Growth Investors Inc. requires a minimum relationship size of $5,000,000. This sum is negotiable under certain circumstances. Disciplined Growth Investors Inc. groups certain related client accounts for the purposes of achieving the minimum relationship size and determining the annualized fee.

FEE SCHEDULES INSTITUTIONAL & HIGH NET WORTH INVESTMENT MANAGEMENT The annual fee for Institutional and High Net Worth separate account portfolios will be billed as a percentage of assets under management, according to the following schedules:

MID CAP GROWTH EQUITY 1.00% on the first $5,000,000 0.75% on the next $20,000,000

SMALL CAP GROWTH EQUITY 1.00% on the first $10,000,000 0.75% on the next $15,000,000

Over $25,000,000 fees are negotiable

Over $25,000,000 fees are negotiable

BALANCED GROWTH 1.00% on the first $25,000,000 Over $25,000,000 fees are negotiable

A minimum investment of $5,000,000 is required for separate account relationships. MUTUAL FUNDS Information about the Funds’ advisory fees and investment minimums is available in each Fund’s prospectus. COLLECTIVE INVESTMENT FUNDS Information about the Fund’s expenses and advisory fees is available in each Fund’s participation agreement. LIMITED PARTNERSHIPS The advisory fees for Compass Investors LP and The Outlier Fund LP are set forth in each Limited Partnership’s private offering memorandum. WRAP FEE PROGRAMS Clients participating in wrap fee programs will be charged various program fees in addition to the advisory fee charged by our firm. Such fees include the investment advisory fees of the independent advisers, which are charged as part of a wrap fee arrangement. In a wrap fee arrangement, clients pay a single fee for advisory, brokerage and custodial services. Clients’ portfolio transactions are typically executed without a commission charge in a wrap fee arrangement. In evaluating such an arrangement, the client should also consider that, depending upon the level of the wrap fee charged by the broker-dealer, the amount of portfolio activity in the account and other factors, the wrap fee could exceed the aggregate cost of such services if they were to be provided separately. We will review with clients any applicable wrap program fees.

Although Disciplined Growth Investors Inc. has established the aforementioned fee schedules; we retain the discretion to negotiate alternative fees based on client circumstances and needs. These include the complexity of the client’s financial situation, assets under management, anticipated future additional assets, related accounts, portfolio style, account composition and reports, among other factors. The specific annual fee schedule will be identified in the contract between Disciplined Growth Investors, Inc. and each client. Clauses governing future contracts with other clients will not be accepted. Discounts not generally available to our advisory clients are offered to family members and friends of associated persons of our firm.

GENERAL FEE INFORMATION TERMINATION OF ADVISORY RELATIONSHIP A client agreement can be canceled at any time, by either party, for any reason upon receipt of 30 days written notice or as guided by contract terms. As disclosed above, certain fees are paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the reimbursement according to the number of days remaining in the billing period. MUTUAL FUND FEES All fees paid to Disciplined Growth Investors Inc. for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs held in our clients’ portfolios. These fees and expenses are described in each fund's prospectus; they will generally include a management fee, other fund expenses and where applicable a distribution fee. If the fund also imposes sales charges, a client will pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial goals and objectives. Accordingly, the client should review both the fees charged by the funds to properly evaluate the advisory services being provided. ADDITIONAL FEES AND EXPENSES In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction charges imposed by a broker dealer when we effect transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Firm Brochure for additional information. GRANDFATHERING OF MINIMUM ACCOUNT REQUIREMENTS Pre-existing advisory clients are subject to Disciplined Growth Investors Inc.'s minimum account requirements and advisory fees in effect at the time the client entered into the advisory relationship. Therefore, our firm's minimum account requirements will differ among clients. ADVISORY FEES IN GENERAL Clients should note that similar advisory services might be available from other registered or unregistered investment advisers for similar or lower fees. LIMITED PREPAYMENT OF FEES Under no circumstances do we require or solicit payment of fees in excess of $1,200 more than six months in advance of services rendered.

The asset classes in which the manager seeks investment exposure can perform differently from each other at any given time (as well as over the long term), so client portfolios will be affected by their allocation among equity and fixed-income securities. If the manager favors exposure to an asset class during a period when that class underperforms, performance can suffer. During periods of rapidly rising equity prices, balanced portfolios might not achieve growth in value to the same degree as portfolios focusing only on stocks. The portfolio’s investments in stocks can make it more difficult to preserve principal during periods of stock market volatility.

Disciplined Growth Investors Inc. provides advisory services to the following types of clients:

Individuals (other than high net worth individuals) High net worth individuals Pension and profit-sharing plans (other than plan participants) Registered Investment Companies Other pooled investment vehicles Charitable organizations Corporations or other businesses not listed above State or municipal government entities General portfolios of mutual insurance companies As previously disclosed in Item 5, our firm has established certain initial minimum account requirements, based on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please review the disclosures provided in each applicable service.

ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS METHODS OF ANALYSIS EQUITY INVESTMENT PHILOSOPHY Disciplined Growth Investors' philosophy is to invest in companies that are expected to yield high returns. Stock returns can exceed a company's fundamental growth when purchased at a discount to intrinsic value. The valuation framework we utilize to assess intrinsic value was formulated by Benjamin Graham and originally published in 1934. We believe it is reasonable to assume that a stock will achieve its intrinsic value during our expected holding period of seven years. MID CAP GROWTH INVESTMENT PROCESS Disciplined Growth Investors' mid cap equity portfolio seeks new stock candidates with market caps between $1 billion and $20 billion. New ideas are generated from several sources that include multi-factor stock screens, investment conferences, industry trade shows or group meetings with management teams. The goal is to find stocks that meet our strict criteria of superior return on capital coupled with a competitive advantage relative to industry peers and the financial ability to meet reasonable growth objectives. Initial thoughts are confirmed with intensive analysis of SEC documents including the most recent 10Q, 10K and Proxy Statement and a conversation with management. Each factor is carefully considered when the analyst establishes an estimate of current and expected intrinsic value. Comparing these values to the market price yields our expected return. Our minimum expected return for a new mid cap position is 12%. Initial position size in the portfolio is typically 1%. Position sizes are to a maximum of 5% at cost upon confirming evidence of our thesis. Stock sales are made through a Darwinian process of allocating capital to the highest expected returns or if individual security risks become unacceptably high. SMALL CAP GROWTH INVESTMENT PROCESS Disciplined Growth Investors' small cap equity portfolio seeks new stock candidates with market caps between $50 million and $2 billion. New ideas are generated from several sources that include multi-factor stock screens, investment conferences, industry trade shows or group meetings with management teams. The goal is to find stocks that meet our strict criteria of superior return on capital coupled with a competitive advantage relative to industry peers and the financial ability to meet reasonable growth objectives. Initial thoughts are confirmed with intensive analysis of SEC documents including the most recent 10Q, 10K and Proxy Statement and a conversation with management. Each factor is carefully considered when the analyst establishes an estimate of current and expected intrinsic value. Comparing these values to the market price yields our expected return. Our minimum expected return for a new position in small caps is 15%. Initial position size in the portfolio is 1%. Position sizes are increased to a maximum of 7.5% at cost upon confirming evidence of our thesis. Stock sales are made through a Darwinian process of allocating capital to the highest expected returns or if individual security risks become unacceptably high. ALLOCATION BETWEEN SMALL CAP AND MID CAP There is an overlap between the targeted market cap ranges for our Mid Cap and Small Cap portfolios, between $1 billion and $2 billion. If a company’s stock market value falls into this range, we will decide whether the stock belongs in our Small Cap portfolio, our Mid Cap portfolio, or both. Our criteria for this decision depends on more than just the market cap; it is based on the fundamental position of the company. Small Cap companies often have some, but not all, of the ingredients for success. These include but are not limited to good products, promising management, a large addressable market, adequate external or internal financial resources, emerging distribution, and a good but unseasoned culture. Mid Cap companies have more seasoned management, broader product lines, more established distribution, and more mature cultures. If our research and investment decisionmaking process identifies a company that fits our fundamental definition of a Mid Cap company but is selling at a Small Cap valuation, as defined by market cap we will invest in that company in both our Small Cap and Mid Cap portfolios. If the company is still fundamentally a Small Cap company, we will invest in it with our Small Cap portfolio until it has matured, at which point it will be eligible for inclusion in our Mid Cap portfolio.

ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS EXPERT NETWORKS Disciplined Growth Investors Inc. uses pre-approved expert network firms to assist with industry and company-specific research. These are used to supplement our normal research process and not as a substitute to our own internally-generated fundamental analysis. Expert network firms provide us with access to individuals with expertise across a variety of industries. We have implemented policies and procedures to ensure that we do not inadvertently receive material non-public information from these experts, some of whom are insiders of public companies. FIXED INCOME INVESTMENT PHILOSOPHY AND PROCESS Disciplined Growth Investors’ fixed income strategy must be viewed in the context of its application within a balanced portfolio. Its primary goal is to be a hedge against the adverse stock market events. It is secondarily also a steady source of income to the overall portfolio. To that end the selection of bonds is targeted towards companies with excellent odds of being able to service their debt obligations. Said otherwise, we seek to take very little credit risk. Maturity positioning is tightly controlled to in an effort to maximize yield to maturity at time of purchase. This is an absolute return strategy with the prevailing current rates as its guide.

INVESTMENT STRATEGIES AND RISK OF LOSS The following is a description of the principal risks of the investment strategies advised by Disciplined Growth Investors, Inc. There are other circumstances (including additional risks that are not described here), which could prevent Disciplined Growth Investors, Inc. from achieving its investment objective. Securities investments are not guaranteed, and clients can lose money on their investments.

MID CAP GROWTH EQUITY STOCK MARKET RISK Equity prices fluctuate and can decline in response to developments at individual companies and/or general economic conditions. Price changes can be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles. STOCK SELECTION RISK In addition to, or in spite of, the impact of movements in the overall stock market, the value of an account’s investments can decline if the particular companies in which the account invests do not perform well in the market. LONG TERM INVESTING RISK A risk in a long-term purchase strategy is that by holding the security for this length of time, we might not take advantages of shortterm gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security could decline sharply in value before we make the decision to sell. MID-CAPITALIZATION RISK Mid-capitalization stocks are often more volatile and less liquid than investments in larger companies. The frequency and volume of trading in securities of mid-size companies is often substantially less than is typical of larger companies. Therefore, the securities of mid-sized companies are often subject to greater and more abrupt price fluctuations. In addition, mid-sized companies often lack the management experience, financial resources and product diversification of larger companies, making them more susceptible to market pressures and business failure.

ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS GROWTH STOCK RISK Securities of companies perceived to be “growth” companies can be more volatile than other stocks and can involve special risks. The price of a “growth” security can be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities. SECTOR / INDUSTRY CONCENTRATION RISK A significant amount of an account’s assets is likely to be invested within the information technology sector. When an account focuses its investment in a sector or industry, it is particularly susceptible to the impact of market, economic, political, regulatory, and other factors affecting that sector or industry. Additionally, an account’s performance can be more volatile when its investments are less diversified. SECURITY CONCENTRATION RISK A significant amount of an account’s assets could be invested in securities of a small number of issuers, which means a single issuer’s performance will affect the account’s performance more than if the account were invested in a large number of issuers. INFORMATION TECHNOLOGY SECTOR INVESTING RISK Disciplined Growth Investors’ Mid Cap Growth Equity strategy typically invests a significant portion of the portfolio in Information Technology companies. Information technology companies tend to rely significantly on technological events or advances in their product development, production or operations. The value of these companies, therefore, is particularly vulnerable to rapid changes in technological product cycles, government regulation, and competition. Information technology stocks, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market.

SMALL CAP GROWTH EQUITY STOCK MARKET RISK Equity prices fluctuate and can decline in response to developments at individual companies and/or general economic conditions. Price changes can be temporary or last for extended periods. For example, stock prices have historically fluctuated in periodic cycles. STOCK SELECTION RISK In addition to, or in spite of, the impact of movements in the overall stock market, the value of an account’s investments can decline if the particular companies in which the account invests do not perform well in the market. LONG TERM INVESTING RISK A risk in a long-term purchase strategy is that by holding the security for this length of time, we might not take advantages of shortterm gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security could decline sharply in value before we make the decision to sell. SMALL-CAPITALIZATION RISK Small-capitalization stocks are often more volatile and less liquid than investments in large- and mid-sized companies. The frequency and volume of trading in securities of small-sized companies is often substantially less than is typical of larger companies. Therefore, the securities of small-sized companies are often subject to greater and more abrupt price fluctuations. In addition, small-sized companies often lack the management experience, financial resources and product diversification of larger companies, making them more susceptible to market pressures and business failure.

ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS

GROWTH STOCK RISK Securities of companies perceived to be “growth” companies can be more volatile than other stocks and can involve special risks. The price of a “growth” security can be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities. SECTOR / INDUSTRY CONCENTRATION RISK A significant amount of an account’s assets is likely to be invested within the information technology sector. When an account focuses its investment in a sector or industry, it is particularly susceptible to the impact of market, economic, political, regulatory, and other factors affecting that sector or industry. Additionally, an account’s performance can be more volatile when its investments are less diversified.

SECURITY CONCENTRATION RISK A significant amount of an account’s assets could be invested in securities of a small number of issuers, which means a single issuer’s performance will affect the account’s performance more than if the account were invested in a large number of issuers. INFORMATION TECHNOLOGY SECTOR INVESTING RISK Disciplined Growth Investors’ Small Cap Growth Equity strategy typically invests a significant portion of the portfolio in Information Technology companies .Information technology companies tend to rely significantly on technological events or advances in their product development, production or operations. The value of these companies, therefore, is particularly vulnerable to rapid changes in technological product cycles, government regulation, and competition. Information technology stocks, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market.

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SEPARATELY MANAGED ACCOUNTS As of the date of this Brochure, Disciplined Growth Investors Inc. does not receive a performance-based fee from any separately managed account clients, but may negotiate a performance-based fee arrangement at a future time with existing or prospective clients in accordance with the management fee policies outlined in Item 5 above. Performance-based fee arrangements can create an incentive for Disciplined Growth Investors, Inc. to recommend investments that are riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor higher feepaying accounts over other accounts that employ the same investment strategy but are charged an asset-based fee (known as “side by side management”). This incentive could cause an investment adviser to allocate the “best” investment opportunities only to the higher-fee account and the better-executed trades to the higher-fee account. We have examined this potential conflict of interest and have created policies and procedures to ensure that all clients are treated fairly and equally over time and that no client is systematically disadvantaged. These policies and procedures are generally described in Item 12 below. LIMITED PARTNERSHIPS Disciplined Growth Investors Inc. is also the General Partner of Compass Investors LP, a New York limited partnership. Frederick K. Martin is the Special Limited Partner of Compass Investors, LP, and is responsible for the management of the partnership's portfolio. Frederick K. Martin is eligible to receive a performance-based fee if the performance of Compass Investors LP exceeds certain thresholds defined by the Partnership Agreement. Because of one of Disciplined Growth Investors Inc.'s control persons being eligible to receive a performance-based fee, we have a potential incentive to favor Compass Investors LP over other client accounts. Disciplined Growth Investors Inc. is the General Partner of The Outlier Fund LP, a Delaware limited partnership. DGI is eligible to receive a performance-based fee if the performance of The Outlier Fund LP exceeds certain thresholds defined by the Partnership Agreement. Because of this, we have a potential incentive to favor The Outlier Fund LP over other client accounts. Disciplined Growth Investors Inc. and its employees are permitted to, and frequently do, invest in the Limited Partnerships sponsored by Disciplined Growth Investors Inc. at reduced or no fees, as permitted by applicable law and regulation. We believe that these investments help align Disciplined Growth Investors’ and its employees’ financial interests with those of our clients. The Limited Partnerships, even if they are proprietary accounts of Disciplined Growth Investors, are treated like client accounts for the purpose of allocating investment opportunities. We have examined these potential conflicts of interest and have created policies and procedures to ensure that all clients are treated fairly and equally over time and that no client is systematically disadvantaged. These policies and procedures are generally described in Item 12 below. MUTUAL FUNDS Disciplined Growth Investors, Inc. serves as adviser to The Disciplined Growth Investors Equity Fund and The Disciplined Growth Investors Fund, both affiliated registered investment companies. The management fee paid by the Funds exceeds those of some other clients, and a potential conflict could arise between the Fund and Disciplined Growth Investors, Inc.’s other clients. We have examined this potential conflict of interest and have created policies and procedures to ensure that all clients are treated fairly and equally over time and that no client is systematically disadvantaged. These policies and procedures are generally described in Item 12 below.

Disciplined Growth Investors, Inc. is not registered as a broker-dealer and is not affiliated with a broker-dealer. The Disciplined Growth Investors Equity Fund and The Disciplined Growth Investors Fund are distributed by Paralel Distributors Inc., a registered broker-dealer. Certain employees of Disciplined Growth Investors, Inc. are registered representatives of Paralel Distributors, Inc solely for fund distribution purposes and receive no additional compensation from DGI clients as a result of these activities. Disciplined Growth Investors, Inc. serves as adviser to The Disciplined Growth Investors Equity Fund and The Disciplined Growth Investors Fund, both affiliated registered investment companies. The management fee paid by the Funds will exceed those of some other non-Fund clients of DGI, so a potential conflict could arise. Disciplined Growth Investors, Inc. has examined this conflict and adopted policies and procedures to ensure that all clients are treated fairly. Disciplined Growth Investors Inc. is also the General Partner of Compass Investors LP, a New York limited partnership, and of The Outlier Fund LP, a Delaware limited partnership. Frederick K. Martin is the Special Limited Partner of Compass Investors LP, and is responsible for the management of the Partnership’s portfolio. The General Partner has designated itself as having primary responsibility for investment management and administrative matters, such as accounting tax and periodic reporting, pertaining to the Partnerships. Disciplined Growth Investors Inc. and our members, officers and employees will devote to the Partnerships as much time as we deem necessary and appropriate to manage the Partnerships' business. Disciplined Growth Investors Inc. is not restricted from forming additional investment partnerships or other funds, entering into other investment advisory relationships or engaging in other business activities, even though such activities could be in competition with the Partnerships and/or involve substantial time and resources of our firm. Potentially, such activities could be viewed as creating a conflict of interest in that the time and effort of our management personnel and employees will not be devoted exclusively to the business of the Partnerships, but could be allocated between the business of the Partnerships and other of our business activities. Investments in the Partnerships will be recommended to advisory clients for whom a partnership investment would be more suitable than would a separate advisory account managed by our firm. Clients who invest in the Partnerships are not charged any additional advisory fees other than the advisory fee allocated to the limited partners of the Partnership. The Partnerships are not required to register as an investment company under the Investment Company Act of 1940 in reliance upon an exemption available to funds whose securities are not publicly offered. Disciplined Growth Investors Inc. manages the Partnerships on a discretionary basis in accordance with the terms and conditions of the Funds' offering and organizational documents. As discussed in the "Performance-Based Fees" section (Item 6) of this Firm Brochure, Frederick K. Martin is eligible to receive a performance-based fee if the performance of Compass Investors LP exceeds certain defined thresholds. Because of this arrangement, Disciplined Growth Investors could have an incentive to favor Compass Investors LP over other client accounts. We have examined this potential conflict of interest and have created policies and procedures to ensure that all clients are treated fairly and equally over time and that no client is systematically disadvantaged. These policies and procedures are generally described in Item 12. Certain employees of DGI have financial relationships with DGI clients in addition to the client’s advisory relationship with DGI, such as co-ownership of business interests. This could create a conflict of interest in which DGI may be incented to favor clients with outside financial relationships with DGI employees over other clients. DGI has adopted policies and procedures designed to manage these conflicts, including requiring the disclosure of all outside business activity and conflicts of interest by every DGI employee.

Disciplined Growth Investors Inc. has adopted a Code of Ethics that establishes high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Our personnel owe a duty of loyalty, fairness and good faith toward our clients and the profession. We have an obligation to adhere not only to the specific provisions of the Code of Ethics, but also to the general principles that guide the Code. The Code of Ethics includes policies and procedures for the review of employees' quarterly securities transactions reports, as well as initial and annual securities holdings reports, that must be submitted by the firm’s access persons (all employees). Among other requirements, our Code of Ethics stipulates the prior approval of any acquisition of securities in a limited offering (e.g., private placement) or an initial public offering. Our code also provides for oversight, enforcement and recordkeeping provisions. Disciplined Growth Investors Inc.'s Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. While we do not believe we have any particular access to non-public information, all employees are reminded that such information must not be used in a personal or professional capacity. Further, all individuals associated with our firm are prohibited from engaging in principal transactions and/or cross transactions. The code is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while also allowing employees to invest for their own accounts. Disciplined Growth Investors Inc. and/or individuals associated with our firm are permitted to buy or sell for their personal accounts securities identical to or different from those recommended to our clients. In addition, any related person(s) are permitted to have an interest or position in certain securities which are also recommended to a client. As these situations represent actual or potential conflicts of interest to our clients, we have established the following policies and procedures for implementing our firm’s Code of Ethics, to ensure our firm complies with its regulatory obligations and provides our clients and potential clients with full and fair disclosure of such conflicts of interest: 1. 2.

No principal or employee of our firm is permitted to put his or her own interest above the interest of an advisory client. No principal or employee of our firm can buy or sell securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. 3. All employee trades in non-exempt securities must be pre-approved by DGI’s Chief Compliance Officer or his/her designee. Employees may not transact for their personal accounts in any security if the same security is also being bought or sold in a client’s account on the same day, unless pre-approval is granted prior to an unexpected client contribution, withdrawal, or directed sale, or if the employee’s personal account is under DGI’s management and participating in a strategy-wide trade. In these cases, employee accounts must be placed last in the trade rotation. 4. Our firm requires prior approval for any private placement investments by related persons of the firm. 5. Employees are prohibited for participating in initial public offerings (IPOs). 6. We maintain a list of all reportable securities holdings for our firm and anyone associated with this advisory practice that has access to advisory recommendations ("access person"). These holdings are reviewed on a regular basis by our firm's Chief Compliance Officer or his/her designee. 7. We have established procedures for the maintenance of all required books and records. 8. All of our principals and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 9. We require delivery and acknowledgement of the Code of Ethics by each supervised person of our firm. 10. We have established policies requiring the reporting of Code of Ethics violations to our senior management. 11. Any individual who violates any of the above restrictions is subject to termination.

A copy of our Code of Ethics is available to our advisory clients and prospective clients. You can request a copy by email sent to peterr@dginv.com, or by calling us at 612-317-4100.

ITEM 12: BROKERAGE PRACTICES OUTSOURCED EQUITY TRADING FUNCTION Disciplined Growth Investors, Inc. has chosen to outsource our equity trading function to Capital Institutional Services, Inc (“CAPIS”). CAPIS seeks liquidity in the market, while Disciplined Growth Investors, Inc. maintains discretion over broker selection and the final placement of all trades. Because CAPIS provide these services to Disciplined Growth Investors, Inc., certain client trades are executed through CAPIS’ proprietary brokerage, for which CAPIS charges a per-share commission. This creates a potential conflict of interest, as Disciplined Growth Investors, Inc. has an incentive to execute trades at CAPIS at the expense of obtaining best execution for our clients. Disciplined Growth Investors, Inc. has reviewed this potential conflict and has adopted policies and procedures to ensure that clients obtain best execution, including periodic reviews of CAPIS’s trading performance by an independent third-party. The results of these third-party reviews are available to current and prospective clients upon request. BROKER SELECTION AND BEST EXECUTION For discretionary clients, Disciplined Growth Investors Inc. requires written authorization to determine the broker dealer to use and to negotiate commission costs. Disciplined Growth Investors Inc. will endeavor to select those brokers or dealers that will provide the best services at the lowest commission rates possible. The reasonableness of commissions is based on the broker's stability, reputation, ability to provide professional services, competitive commission rates and prices, research, trading platform, and other services that will help us provide investment management services to clients. We will in some cases recommend or use a broker who provides useful research and securities transaction services even though a lower commission would be charged by a broker who offers no research services and minimal securities transaction assistance. Research services are useful in servicing all our clients, but not all such research are relevant to every transaction. SOFT DOLLAR TRANSACTIONS Consistent with obtaining best execution for clients, Disciplined Growth Investors Inc. directs brokerage transactions for clients' portfolios to brokers who provide research and execution services to our investment team and, indirectly, to our clients. These services are of the type described in Section 28(e) of the Securities Exchange Act of 1934 and are designed to augment our own internal research and investment strategy capabilities. This can be done without prior agreement or understanding by the client and at our discretion. Research services obtained through the use of soft dollars is developed by brokers to whom brokerage is directed or by third parties compensated by the broker. We believe that the research we receive will help us fulfill our overall duty to all clients. We do not use each particular research service, however, to service each client. Client trades that are unable to be executed via our outsourced equity trading function at CAPIS because of client direction, trade-away fees, or any other reason, will not be placed with soft dollar brokers. As a result, clients whose trades are not executed through CAPIS will benefit from soft dollar products and services that are paid for by the commissions generated by clients whose trades are executed through CAPIS. Broker-dealers we select are paid commissions for effecting transactions that exceed the amounts other broker-dealers would have charged if we determine in good faith that such amounts are reasonable in relation to the value of the brokerage and/or research services provided by those broker-dealers, viewed either in terms of a particular transaction or our overall duty to our discretionary client accounts. Certain items obtainable with soft dollars are not used exclusively for either execution or research services. The cost of such "mixeduse" products or services will be fairly allocated and Disciplined Growth Investors Inc. makes a good faith effort to determine the percentage of such products or services that are considered as investment research. The portions of the costs attributable to nonresearch usage of such products or services are paid by our firm to the broker-dealer in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934. In certain cases, we will arrange for a portion of a trade’s commission to be applied to another broker-dealer to compensate that broker dealer for research services provided. These arrangements are commonly known as commission-sharing arrangements (CSAs). All services obtained via CSA arrangements are in accordance with with the provisions of Section 28€ of the Securities Exchange Act of 1934. When Disciplined Growth Investors Inc. uses client brokerage commissions to obtain research or brokerage services, we receive a benefit to the extent that Disciplined Growth Investors Inc. does not have to produce such products internally or compensate third parties with our own money for the delivery of such services. Therefore, use of clients’ brokerage commissions results in a conflict of interest, because we have an incentive to direct client brokerage to those brokers who provide research and services we utilize, even if these brokers do not offer the best price or commission rates for our clients. We have carefully examined this conflict of

ITEM 12: BROKERAGE PRACTICES interest and created policies and procedures to ensure that client brokerage commissions are used to obtain the best overall execution quality. Within our last fiscal year, Disciplined Growth Investors Inc. has obtained the following products and services on a soft-dollar basis: THIRD PARTY SERVICE PROVIDER

AlphaSense FactSet Research Systems, Inc Cresco Research Solutions GLG Third Bridge

SOFT DOLLAR COMMISSIONS TO Capital Institutional Services, Inc Capital Institutional Services, Inc Capital Institutional Services, Inc Capital Institutional Services, Inc Capital Institutional Services, Inc

SERVICE TYPE Non-proprietary Non-proprietary Non-proprietary Non-proprietary Non-proprietary

TRADE AGGREGATION AND ALLOCATION Disciplined Growth Investors Inc. will aggregate trades where possible and when advantageous to clients. This practice permits the trading of blocks of securities composed of assets from multiple client accounts, so long as transaction costs are shared equally and on a pro-rated basis between all accounts included in any such block. Block trading will in most cases allow us to execute equity trades in a timelier, more equitable manner, at an average share price. Disciplined Growth Investors Inc. will typically aggregate trades among clients whose accounts can be traded at a given broker, and generally will rotate or vary the order of brokers through which it places trades for clients on any particular day. Disciplined Growth Investors Inc.'s block trading policy and procedures are as follows: 1. 2. 3.

4. 5.

6.

7. 8. 9.

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but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, while we seek competitive rates to the benefit of all clients, we might not necessarily obtain the lowest possible commission rates for specific client account transactions. Although the investment research products and services that are obtained by us will generally be used to service all of our clients, a brokerage commission paid by a specific client will be used to pay for research that is not used in managing that specific client’s account. Disciplined Growth Investors Inc. and Fidelity are not affiliated, and no broker-dealer affiliated with us is involved in the relationship between Disciplined Growth Investors Inc. and Fidelity.

It is Disciplined Growth Investors Inc.'s policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm.

Our firm and our management personnel have no reportable disciplinary events to disclose.

. While the underlying securities within client accounts are continually monitored, individual account compositions are reviewed at least quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews are triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. Individuals responsible for account reviews are: • • • • • • • •

Rob Nicoski, Chief Investment Officer Frederick Martin, Founder & Lead Portfolio Manager Nick Hansen, Lead Portfolio Manager Jason Lima, Lead Portfolio Manager Sheri Lietzke, Director of Client Relationships Lisa Rockrohr, Client Relationship Manager Beth Miller, Client Relationship Manager Katie Minus, Client Relationship Manager

REPORTS In addition to the monthly statements and confirmations of transactions that clients receive from their broker-dealer or custodian, we provide quarterly reports summarizing account performance, balances and holdings.

Disciplined Growth Investors Inc. previously disclosed in the "Fees and Compensation" section (Item 5) of this Firm Brochure that our firm directly debits advisory fees from some of our client accounts. All client accounts are maintained by an outside, qualified custodian. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there is an error in their statement. In addition to the periodic statements that clients receive directly from their custodians, Disciplined Growth Investors Inc. also sends account reports directly to our clients on a quarterly basis. We urge our clients to carefully compare the information provided on these reports to ensure that all account transactions, holdings, and values are correct and current.

Clients hire us to provide discretionary asset management services, in which case we place trades in a client's account without contacting the client prior to each trade to obtain the client's permission. Our discretionary authority includes the ability to do the following without contacting the client: 1. 2.

Determine the security to buy or sell; and/or Determine the amount of the security to buy or sell

Clients give us discretionary authority when they sign a discretionary agreement with our firm and can limit this authority by giving us written instructions. Clients can also amend such limitations by providing us with written instructions.

Disciplined Growth Investors Inc. votes proxies for all client accounts; however, clients have the right to vote their own proxies by instructing us in writing to not vote proxies in their account. We will vote proxies in the best interests of our clients and in accordance with our established policies and procedures. Our firm will retain all proxy voting books and records for the requisite period, including a copy of each proxy statement received, a record of each vote cast, a copy of any document created by us that was material to making a decision, and a copy of each written client request for information on how the adviser voted proxies. If our firm has a conflict of interest in voting a particular action, we will notify the client of the conflict and retain an independent third-party to cast a vote. With respect to ERISA accounts, we will vote proxies unless the plan documents specifically reserve the plan sponsor’s right to vote proxies. To direct us to vote a proxy in a particular manner, clients should contact their client service representative by telephone, email, or in writing. Clients can obtain a copy of our complete proxy voting policies and procedures by contacting Peter Rieke, Chief Compliance Officer by telephone, email, or in writing. Clients can request, in writing, information on how proxies for his/her shares were voted. If any client requests a copy of our complete proxy policies and procedures or how we voted proxies for his/her account(s), we will promptly provide such information to the client. Clients can instruct us to vote proxies according to particular criteria (for example, to always vote with management, or to vote for or against a proposal to allow a so-called "poison pill" defense against a possible takeover). These requests must be made in writing. Clients can also instruct us on how to vote in a particular proxy contest by contacting us at 612-317-4100.

Disciplined Growth Investors Inc. has not been the subject of a bankruptcy petition at any time during its history. Under no circumstances do we require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered; therefore, we are not required to include a financial statement. Disciplined Growth Investors Inc. has no additional financial circumstances to report.