LEUTHOLD GROUP, LLC

The Leuthold Group, LLC d/b/a Leuthold Weeden Capital Management (“Leuthold”) serves as an investment advisor to separately managed accounts, mutual funds (the “Leuthold mutual funds”), exchange traded funds (the “Leuthold ETFs”) and a private fund (the “Private Investment Fund”). Leuthold also provides investment research to institutional clients. The Leuthold Group was founded in 1981 as an independent investment research firm. Our proprietary research includes technical and quantitative analysis, broad sector and industry group analysis, financial marketplace supply/demand dynamics, long-term historical valuation studies as well as other types of market research. In 1987, members of The Leuthold Group founded Leuthold Weeden Capital Management to provide investment advisory services to individuals, institutions, private funds and public funds. Leuthold is majority employee-owned. Town Lake Partners, LLC is a minority owner of Leuthold. We offer advice on the following: equity securities that are exchange-listed, including, without limitation, listed shares of exchange traded funds and closed end investment companies; securities traded over-the-counter; securities of foreign issuers; warrants; corporate debt securities; commercial paper; certificates of deposit; municipal securities; mutual fund shares; United States government securities; options contracts on securities and commodities; futures contracts on tangibles and intangibles; and interests in partnerships investing in real estate, oil, and gas interests. We may also invest in convertible corporate debt securities; convertible preferred stocks; obligations issued or guaranteed by the United States, states, counties, cities, or other political subdivisions or agencies thereof; various money market instruments, such as bankers’ acceptances, corporate demand notes, and repurchase obligations; Eurodollar and Yankee-dollar debt obligations; debt obligations of foreign governments; and industrial metals and precious metals. From time to time, we may, within a particular investment strategy, invest in unconventional asset classes such as farm land or gold. The advisory services we offer are focused on quantitative strategies. We do not tailor advisory services to the needs of individual clients, but instead provide a series of investment strategies from which clients may select the offerings that best meet their needs. Clients who invest in separately managed accounts may impose restrictions on investing in certain securities or types of securities if the proposed restrictions are agreed to by us. The majority of our clients do not impose such restrictions, and investors in the Leuthold mutual funds, the Leuthold ETFs and the Private Investment Fund have no opportunity to impose any investment restrictions. As of December 31, 2025, Leuthold managed $1,121,238,493 of client assets on a discretionary basis and $ 47,745,733 on a non-discretionary basis.

Separately Managed Accounts We provide investment advice to individuals and institutions, including ERISA accounts for whom we act as an ERISA fiduciary. The investment advisory fees charged to clients with separately managed accounts are negotiable and may vary significantly from clientto-client, and may be higher or lower than those indicated in the basic fee schedules below, depending on a number of factors, including, without limitation, the amount of assets under management; the nature of the assets in the account; the type of analysis required to manage the account; the level of resources required to manage the account; the length of the client’s relationship with us; and the level of service required by the client. Our fee is normally a percentage of assets under management, but we may agree, in our discretion, to charge a negotiated fixed fee in certain circumstances. Fees will be billed to clients, and clients may have the fees deducted from their account or pay the fees outside of their account, depending upon their preference. For all accounts, we may invest client cash balances in money market funds and may invest client property in pooled investment vehicles. In addition to the fees charged by us, each of the pooled investment vehicles in which clients’ funds are invested also pays fees and expenses, such as, without limitation, advisory fees, performance fees and administrative fees. To the extent that clients invest in pooled investment vehicles (other than the Leuthold mutual funds, the Leuthold ETFs and the Private Investment Fund), such clients effectively will pay two levels of advisory and other fees, one for the management of their assets invested with Leuthold, and indirectly through the fees and expenses assessed against the pooled investment vehicle by its sponsor, general partner, or investment adviser. Clients will not pay a separate account investment advisory fee to Leuthold with respect to assets in the clients’ accounts that are invested in the Leuthold mutual funds, the Leuthold ETFs or in the Private Investment Fund. Instead, we offset our separate account advisory fee for the value of those assets, as described in Item 10. However, clients will still bear their individual proportional share of the fees and expenses paid by the Leuthold mutual funds, the Leuthold ETFs and the Private Investment Fund, including the investment advisory fees paid by such funds to us. Clients may pay additional charges for their separately managed accounts in addition to the investment advisory fees paid to us. Clients will pay custodial fees and will also incur brokerage transaction fees. Item 12 discusses brokerage transactions in more detail. Conflicts Related to Proprietary Products We may recommend that clients invest in proprietary investment products that we advise, including the Leuthold mutual funds, the Leuthold ETFs and the Private Investment Fund (collectively, the “Leuthold Proprietary Funds”). Clients will not pay a separate account advisory fee to Leuthold with respect to assets in the clients’ accounts that are invested in the Leuthold Proprietary Funds. However, clients will indirectly bear their proportional share of the fees and expenses paid by those funds, including the investment advisory fees paid by such funds to us.

This creates a conflict of interest because we have a financial incentive to recommend investments in the Leuthold Proprietary Funds instead of other investment products that we do not manage. We address this conflict by (i) fully disclosing it in this Brochure, (ii) offsetting separate-account advisory fees as described below, and (iii) applying our investment process consistently when evaluating proprietary and non-proprietary investments. See Item 10 for additional information. Additional Platform Costs When you access our strategies through a Managed Account Arrangement (MAA), Turnkey Asset Management Program (TAMP) or Unified Managed Account (UMA) platform, you will generally pay (i) our advisory fee for the strategy and (ii) additional fees and expenses charged by the platform sponsor and custodian. As a result, your total costs may be higher than if you obtained our services directly and maintained your account with a custodian of your own choosing. Each MAA/TAMP/UMA Platform has its own fee schedule, billing practices and termination provisions, which are described in the program disclosure brochure you receive from the platform sponsor. Core Investment Strategy Our Core Investment Strategy seeks capital appreciation and income (or “total return”). This strategy is available in a separate account format, as well as in Managed Account Arrangements (MAAs), Turnkey Asset Management Programs (TAMPs), and Unified Managed Accounts (UMAs). We allocate investments among common stocks and other equity securities, bonds and other debt securities, money market instruments, and some alternative investments (including common stock and other securities sold short). We invest the equity portion of the Core Investment Strategy using the methodology of the Select Industries Strategy. We may also have some equity exposure to emerging markets. Within this strategy, portfolio turnover may be influenced by the unrealized gains of underlying securities. Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $5,000,000 Next $5,000,000 Next $20,000,000 Balance over $30,000,000

0.900% 0.675% 0.450% Negotiated

The fee schedule is applied to the fair market value (as reasonably determined by us) of the assets under management as of the end of each quarter. Our fees do not include brokerage commissions and custodial costs. Our fees are payable quarterly in arrears based on the assets under management at the end of each quarter. Clients may terminate their agreements by giving us 45 days written notice. If the client

reduces actively managed assets prior to the end of the quarter (for example, a buy order made on a stock or other security that closes out an existing short position known as a “buyto-cover”, withdrawals or termination), fees will be determined by prorating on a daily basis from the beginning of the quarter to the date of the reduction. Our fees for this service in MAAs, TAMPs and UMAs (each an “MAA/TAMP/UMA Platform” and, collectively, the “MAA/TAMP/UMA Platforms”) are 0.40%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices. We may provide this strategy as a model portfolio to MAA/TAMP/UMA Platforms and will use proprietary funds within the model. Our fees for this service are 0.00%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices. Core Investment – Non-Taxable Strategy Our Core Investment Strategy seeks capital appreciation and income (or “total return”). This strategy is available in a separate account format, as well as in Managed Account Arrangements (MAAs), Turnkey Asset Management Programs (TAMPs), and Unified Managed Accounts (UMAs). We allocate investments among common stocks and other equity securities, bonds and other debt securities, money market instruments, and some alternative investments (including common stock and other securities sold short). We invest the equity portion of the Core Investment Strategy using the methodology of the Select Industries Strategy. We may also have some equity exposure to emerging markets. Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $5,000,000 Next $5,000,000 Next $20,000,000 Balance over $30,000,000

0.900% 0.675% 0.450% Negotiated

The fee schedule is applied to the fair market value (as reasonably determined by us) of the assets under management as of the end of each quarter. Our fees do not include brokerage commissions and custodial costs. Our fees are payable quarterly in arrears based on the assets under management at the end of each quarter. Clients may terminate their agreements by giving us 45 days written notice. If the client reduces actively managed assets prior to the end of the quarter (for example, a buy order made on a stock or other security that closes out an existing short position known as a “buyto-cover”, withdrawals or termination), fees will be determined by prorating on a daily basis from the beginning of the quarter to the date of the reduction. Our fees for this service in MAAs, TAMPs and UMAs (each an “MAA/TAMP/UMA

Platform” and, collectively, the “MAA/TAMP/UMA Platforms”) are 0.40%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices. We may provide this strategy as a model portfolio to MAA/TAMP/UMA Platforms and will use proprietary funds within the model. Our fees for this service are 0.00%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices.

Select Industries Strategy Our Select Industries Strategy seeks capital appreciation. This strategy is available in a separate account format, as well as in Managed Account Arrangements (MAAs), Turnkey Asset Management Programs (TAMPs), and Unified Managed Accounts (UMAs). This is a group rotation strategy where our model ranks industry groups, portfolio managers select from the attractive industry groups based on the model, and then select stocks within the attractive groups. We currently monitor about 120 industry groups, updating our group selection at least monthly and adjusting the Select Industries Strategy as necessary. We utilize a disciplined, unemotional, quantitative approach that is based on the belief clients can achieve greater performance through group selection. The Select Industries Strategy will invest in companies of all sizes and industries as well as in “growth” and “value” stocks. Our fees for this service are based upon the following fee schedule: Assets Under Management

Annual Fee

First $5,000,000 Next $20,000,000 Next $50,000,000 Balance over $75,000,000

1.000% 0.700% 0.600% Negotiated

The fee schedule is applied to the fair market value (as reasonably determined by us) of the assets under management as of the end of each quarter. Our fees do not include brokerage commissions and custodial costs. Our fees are payable quarterly in arrears based on the assets under management at the end of each quarter. Clients may terminate their agreements by giving us 45 days written notice. If the client reduces actively managed assets prior to the end of the quarter (for example, withdrawals, or termination), fees will be determined by prorating on a daily basis from the beginning of the quarter to the date of the reduction. Our fees for this service on MAA/TAMP/UMA Platforms are 0.65%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices. We may provide this strategy as a model portfolio to MAA/TAMP/UMA Platforms and

will use proprietary funds within the model. Our fees for this service are 0.00%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices. Select Industries Strategy – Tax Managed Our Select Industries Strategy seeks capital appreciation. This strategy is available in a separate account format, as well as in Managed Account Arrangements (MAAs), Turnkey Asset Management Programs (TAMPs), and Unified Managed Accounts (UMAs). This is a group rotation strategy where our model ranks industry groups, portfolio managers select from the attractive industry groups based on the model, and then select stocks within the attractive groups. We currently monitor about 120 industry groups, updating our group selection at least monthly and adjusting the Select Industries Strategy as necessary. We utilize a disciplined, unemotional, quantitative approach that is based on the belief clients can achieve greater performance through group selection. The Select Industries Strategy will invest in companies of all sizes and industries as well as in “growth” and “value” stocks. Within this strategy, portfolio turnover may be influenced by the unrealized gains of underlying securities. Our fees for this service are based upon the following fee schedule: Assets Under Management First $5,000,000 Next $20,000,000 Next $50,000,000 Balance over $75,000,000

Annual Fee 1.000% 0.700% 0.600% Negotiated

The fee schedule is applied to the fair market value (as reasonably determined by us) of the assets under management as of the end of each quarter. Our fees do not include brokerage commissions and custodial costs. Our fees are payable quarterly in arrears based on the assets under management at the end of each quarter. Clients may terminate their agreements by giving us 45 days written notice. If the client reduces actively managed assets prior to the end of the quarter (for example, withdrawals, or termination), fees will be determined by prorating on a daily basis from the beginning of the quarter to the date of the reduction. Our fees for this service on MAA/TAMP/UMA Platforms are 0.35%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices. We may provide this strategy as a model portfolio to MAA/TAMP/UMA Platforms and will use proprietary funds within the model. Our fees for this service are 0.00%. Each MAA/TAMP/UMA Platform may charge other fees, and will have its own billing and termination practices.

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Investing in securities involves risk of loss that clients should be prepared to bear. Different strategies involve different levels and types of risk, and some of our strategies (including those that use short selling and leverage) may have a higher risk of loss and volatility than traditional long-only strategies. The following sections describe, in more detail, our principal investment strategies and the material risks associated with each strategy. The summary risk tables show which risks we consider material for each strategy; more detailed descriptions of these risks follow the tables. Core Strategy and Global Strategy The Core Strategy and the Global Strategy, whether available in the form of a separately managed account, mutual fund (including the Leuthold Core Investment Fund and the Leuthold Global Fund) or on MAA/TAMP/UMA Platforms, seek capital appreciation and income (or “total return”). We allocate investments in these strategies among common stocks and other equity securities, bonds and other debt securities, money market instruments, and some alternative investments (including common stock and other securities sold short). The equity portion of the Core Strategy is invested using the methodology of the Select Industries Strategy. The equity portion of the Global Strategy is invested using the methodology of the Global Industries Strategy. Each strategy may also have some equity exposure to emerging markets. Within the tax-managed portfolio, portfolio turnover may be influenced by the unrealized gains of underlying securities. Select Industries Strategy

The Select Industries Strategy, whether in the form of a separately managed account, mutual fund, or on MAA/TAMP/UMA Platforms, seeks capital appreciation. This is a group rotation strategy where our model ranks industry groups, portfolio managers select from the attractive industry groups based on the model, and then select stocks within the attractive groups. We currently monitor about 120 industry groups, updating our group selection at least monthly and adjusting the portfolio as necessary. We utilize a disciplined, unemotional, quantitative approach that is based on the belief that clients can achieve greater performance through group selection. The portfolio will invest in companies of all sizes and industries as well as “growth” stocks and “value” stocks. Within the tax-managed portfolio, portfolio turnover may be influenced by the unrealized gains of underlying securities. Global Industries Strategy The Global Industries Strategy, available in the form of a private investment fund, separately managed account, or on MAA/TAMP/UMA Platforms, uses the same quantitative methods to manage their portfolios of global stocks. The Global Industries Strategy seeks capital appreciation and dividend income. Normally, the Global Industries Strategy will invest at least 40% of its assets in securities from non-U.S. securities markets. We utilize a disciplined, unemotional, quantitative investment approach that is based on the belief investors can achieve superior investment performance through global group selection. Core ETF Strategy The Core ETF Strategy seeks capital appreciation and income (or “total return”). This strategy is available in the form of a separately managed account, as an exchange traded fund, and on MAA/TAMP/UMA platforms. We utilize many of the same fundamental and quantitative tools that we have been using in the management of our tactical asset allocation portfolios since 1987. However, instead of allocating investments to individual equity, bond, and alternative securities, we select non-proprietary ETFs to gain exposure to asset classes favored by our quantitative models. The strategy uses sector ETFs, industry ETFs, and other classes of ETFs to gain desired market exposure. Core ETF II Strategy The Core ETF II Strategy seeks capital appreciation and income (or “total return”). This strategy is available in the form of a separately managed account, and on MAA/TAMP/UMA platforms. We utilize many of the same fundamental and quantitative tools that we have been using in the management of our tactical asset allocation portfolios since 1987. However, instead of allocating investments to individual equity, bond, and alternative securities, we select proprietary and non-proprietary ETFs to gain exposure to asset classes favored by our quantitative models. We will invest the equity portion of the Core ETF II Strategy using the Leuthold Select Industries ETF. The strategy may also use sector ETFs, industry ETFs, and other classes of ETFs to gain desired market exposure.

Global Tactical ETF Strategy The Global Tactical ETF Strategy, available in the form of a separately managed account and on MAA/TAMP/UMA Platforms, seeks capital appreciation and income (or “total return”). We utilize many of the same fundamental and quantitative tools that we have been using in the management of our tactical asset allocation portfolios since 1987. Our investment team will identify and implement tactical tilts based on our firm’s current macro-economic views. We evaluate numerous asset class decisions, and select a neutral, defensive, or aggressive stance for each. These asset class decisions are scaled according to our level of conviction. We then select non-proprietary ETFs to establish the desired allocation. The portfolio is centered on a mix of 60% equity and 40% fixed income exposure, but can hold up to 20% in cash and alternative investments. However, depending on market conditions, the strategy retains a wide latitude to make tactical shifts in any direction. Conservative Allocation ETF Strategy The Conservative Allocation ETF Strategy, available in the form of a separately managed account and on MAA/TAMP/UMA Platforms, seeks capital preservation and current income with a secondary objective of capital appreciation. The target risk mandate for this strategy is 25% MSCI ACWI and 75% Barclays US Aggregate. The strategy may deviate modestly from its benchmark allocation and will also blend in a limited number of best idea positions from our broad research insights. The strategy utilizes many of the same fundamental and quantitative tools that we have been using in the management of our tactical asset allocation portfolios since 1987. Our current macroeconomic view is used to identify and implement tactical tilts in the strategy. Numerous asset class decisions are evaluated, and then a neutral, defensive, or aggressive stance is selected for each. These asset class decisions are scaled according to our level of conviction. We then select nonproprietary ETFs to establish the desired allocation. The portfolio weightings are centered on the 25%/75% mix noted above, but may deviate from that target in any direction based on market conditions. Moderate Allocation ETF Strategy The Moderate Allocation ETF Strategy, available in the form of a separately managed account and on MAA/TAMP/UMA Platforms, has a primary objective of capital appreciation with capital preservation as a secondary objective. The target risk mandate for this strategy is 60% MSCI ACWI and 40% Barclays US Aggregate. The strategy may deviate modestly from its benchmark allocation and will also blend in a limited number of best idea positions from our broad research insights. The strategy utilizes many of the same fundamental and quantitative tools that we have been using in the management of our tactical asset allocation portfolios since 1987. Our current macroeconomic view is used to identify and implement tactical tilts in the strategy. Numerous asset class decisions are evaluated, and then a neutral, defensive, or aggressive stance is selected for each. These asset class decisions are scaled according to our level of conviction. We then select non- proprietary ETFs to establish the desired allocation. The portfolio weightings are centered on the 60%/40% mix noted above, but may deviate from that target in any direction based on

market conditions.

Aggressive Allocation ETF Strategy The Aggressive Allocation ETF Strategy, available in the form of a separately managed account and on MAA/TAMP/UMA Platforms, has a primary objective of capital appreciation. The target risk mandate for this strategy is 85% MSCI ACWI and 15% Barclays US Aggregate. The strategy may deviate modestly from its benchmark allocation and will also blend in a limited number of best idea positions from our broad research insights. The strategy utilizes many of the same fundamental and quantitative tools that we have been using in the management of our tactical asset allocation portfolios since 1987. Our current macroeconomic view is used to identify and implement tactical tilts in the strategy. Numerous asset class decisions are evaluated, and then a neutral, defensive, or aggressive stance is selected for each. These asset class decisions are scaled according to our level of conviction. We then select non-proprietary ETFs to establish the desired allocation. The portfolio weightings are centered on the 85%/15% mix noted above, but may deviate from that target in any direction based on market conditions. Sector Rotation Strategy The Sector Rotation Strategy, available in the form of a separately managed account and on MAA/TAMP/UMA Platforms, seeks capital appreciation. Utilizing the same quantitative model for industry group ranking that we use in the Select Industries Strategy, the Sector Rotation Strategy then applies a market cap-based weighting system to the industry scores and rolls up the ratings to a sector level. We then select non-proprietary ETFs to gain exposure to the top five rated sectors. Enhanced Sector Rotation Strategy The Enhanced Sector Rotation Strategy, available in the form of a separately managed account and o MAA/TAMP/UMA Platforms, seeks capital appreciation. Utilizing the same quantitative model for industry group ranking that we use in the Select Industries Strategy, the Enhanced Sector Rotation Strategy then applies a market cap-based weighting system to the industry scores and rolls up the ratings to a sector level. We then select nonproprietary ETFs to gain exposure to the top five rated sectors through a combination of S&P 500 sector ETFs and industry ETFs. Factor Tilt Strategy Our Factor Tilt Strategy seeks capital appreciation and income (or “total return”). This strategy is available in a separate account format, as well as on MAA/TAMP/UMA Platforms. Factors are common stock characteristics that have historically influenced relative performance, such as High Quality, Low Volatility, or Momentum. Factor returns are often influenced by economic and market conditions; each factor tends to thrive under certain conditions and struggle in others. We analyze factor performance under a variety of economic and market conditions, as well as factor fundamentals and definitions.

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We offer our products to a wide range of clients, including individuals, trusts, foundations, charitable organizations, corporations, government entities, unions, limited partnerships, endowments, investment companies, and pension plans. Our products are subject to the following minimums, although we reserve the right to waive these minimums at our discretion. Accounts on a MAA/TAMP/UMA Platform will be subject to the minimums in place on that MAA/TAMP/UMA Platform. Separately Managed Accounts

Minimum

Core Select Industries Global Industries Core ETF Core ETF II Global Tactical ETF Conservative Asset Allocation ETF Moderate Asset Allocation ETF Aggressive Asset Allocation ETF Sector Rotation Enhanced Sector Rotation Factor Tilt AdvantHedge

$2,000,000 $1,000,000 $20,000,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $50,000 $10,000,000

Tax-Aware Long/Short Equity 145/45

$1,000,000

Tax-Aware Long/Short Equity 200/100

$1,000,000

Leuthold Mutual Funds $100,000

Institutional Class Individual Retirement Accounts (other than Institutional Class) Coverdell Education Savings Account All Other Accounts

$1,000 $1,000 $10,000

Exchange Traded Funds Leuthold Core ETF Leuthold Select Industries ETF

N/A N/A

Private Investment Fund Leuthold Global Industries, L.P

$1,000,000

Leuthold does not charge performance-based fees. As discussed in Item 5, we may manage a single strategy in a variety of investment formats (separately managed accounts, MAA/TAMP/UMA Platform accounts, mutual funds, exchange traded funds, and private investment fund) to meet the needs of different types of investors.

William Bower, a Manager of Leuthold, is the Executive Director of Kensington Asset Management, an affiliate of Town Lake Partners, LLC, a minority owner of Leuthold. We may, from time to time, recommend to our separately managed account clients the purchase of shares in the Leuthold mutual funds, in the Leuthold ETFs and the Private Investment Fund (collectively, the “Funds”) for which we provide investment advisory services and receive a fee for such services, as described in this brochure. Consequently, we have a conflict of interest when we make such recommendations because we have a financial incentive to increase assets in the Funds. With regard to recommendations to separately managed account clients to purchase shares of the Grizzly Short Fund, one of the Leuthold mutual funds, these recommendations are made when we believe it is in a client’s best interest to gain exposure to short positions. Without the trading efficiencies offered by investments in the Grizzly Short Fund, separately managed account clients with relatively small accounts would incur transaction costs that would be too high to justify direct exposure to short positions. Separately managed account clients will not pay a separate account investment advisory fee to Leuthold with respect to assets in the clients’ accounts that are invested in the Funds. Where separately managed account clients’ funds are invested in one or more of the Funds, we will offset the separate account fees charged to the clients by the value of assets in the account that are invested in such Funds. This fee offset will be calculated based on the average daily net assets of each of the applicable Funds during the quarter multiplied by the applicable investment advisory fee rate of such Funds. Clients will still indirectly bear their pro rata share of the Funds’ fees and expenses, including the investment advisory fees that the Funds pay to us. These arrangements create conflicts of interest, which we address through this disclosure, by applying our investment processes consistently, and by not charging duplicative advisory fees on the same assets.

We generally retain a limited power of attorney with respect to the trading activity of accounts managed. Accordingly, we generally exercise full discretion as to brokerage placement and securities purchased and sold and the amount of such transactions. Investment limitations may be placed by the client as outlined in the investment advisory agreement of separately managed accounts. Where we serve as an adviser to accounts on MAA/TAMP/UMA Platforms, we do not exercise full discretion. We do not consider our facilities to be wholly adequate for the conduct of over-the-counter trading and believe that, in some instances, better execution may be obtained through use of brokers, rather than direct dealing with primary market makers. Thus, we pay, in some instances, both the dealer’s mark-up or mark-down and the broker’s commission. We provide market research to institutional clients for an agreed upon payment. Institutional research is also distributed through broker-dealers who may effect securities transactions for our clients. Broker-dealers typically provide our institutional research to their brokerage customers. Broker-dealers pay us a fee for the research that is based on the amount of the research purchased by the broker-dealer. A broker’s willingness to distribute our institutional research is not a factor considered by us in determining which brokerdealers we select to effect securities transactions for our clients.

Personal Trading As stated in our Code of Ethics, our Supervised Persons may not benefit personally or trade for their own accounts on the basis of material non-public information. Nor may they trade while in possession of information that is in any way related to our activities in securities prior to reasonable distribution of such information to our clients. We have established a personal trading policy which includes blackout periods, holding periods, and approval processes for those Supervised Persons who wish to trade equity securities in their personal accounts. Our Supervised Persons cannot trade in their personal accounts those equity securities (other than ETFs and mutual funds) which are invested in client accounts managed by us. Our Supervised Persons may trade ETFs in their personal accounts with prior approval and compliance with the established holding period. Supervised Persons must obtain approval from Leuthold’s Compliance Department in order to trade equity securities and proprietary mutual funds or exchange traded funds in their personal accounts. To monitor personal securities transactions, all Supervised Persons must arrange for their brokers to send duplicate statements to Leuthold’s Compliance Department for review. Our Supervised Persons must obtain prior approval to acquire direct or indirect beneficial ownership of a limited offering which is defined in our Code of Ethics as an offering exempt from registration under the Securities Act of 1933. Supervised Persons shall not receive or give any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of our firm. A copy of our Code of Ethics is available upon request.

Our overriding objective in selecting broker-dealers for effecting portfolio transactions for client accounts is to obtain the best combination of price and execution. The best net price is an important factor, but we also consider the full range and quality of a broker-dealer’s services, including the value of research provided; execution, clearance, and settlement capabilities; commission rates; financial responsibility; length and quality of the business relationship with us; our trust and confidence in the broker-dealer; and responsiveness to us. Certain broker-dealers who we believe can provide best execution may also furnish us with investment research and brokerage services, such as analyses and reports concerning issuers, industries and the economy, as well as execution and settlement support. We may use these broker-dealers to effect securities transactions for client accounts, in part, because of the research and brokerage services they provide. When we use client brokerage commissions (or markups or markdowns) to obtain research and brokerage services, we receive a benefit because we do not have to produce or pay for the research or services ourselves. As a result, we have an incentive to select or recommend broker-dealers based on our interest in receiving such research and services, rather than solely based on our clients’ interest in receiving the lowest commission rate. We believe that the research and brokerage services we obtain benefit our clients’ accounts as a whole, since the information and services may be used in connection with all of our investment decision-making, not just the accounts that generated the soft dollar credits. We endeavor to ensure that the soft dollar benefits we receive fall within the “safe harbor” provided by Section 28(e) of the Securities Exchange Act of 1934, meaning that we believe they are eligible “research and brokerage services” that assist us in our investment decisionmaking process. For the year ended December 31, 2025, we received a total of approximately $368,002 in soft dollar benefits. We use TD Cowen-Westminster Research Associates LLC to aggregate the soft dollars generated by the various trading firms that we utilize. A client may direct us to use a particular broker-dealer to execute some or all trades for the account (“directed brokerage”). Under those circumstances, we may not be authorized to negotiate commission rates or other terms, and may not be able to obtain volume discounts or best execution from other broker-dealers. As a result, clients who direct brokerage may pay higher commissions, receive less favorable net prices, or experience less favorable execution quality than clients who do not impose such restrictions. In addition, disparities in commission charges and transaction costs may exist between clients who direct us to use a particular broker-dealer and those who do not. In the event that we determine that a particular security is an appropriate investment for more than one client, a single “bunched” order may be placed for the total number of securities to be purchased. In a bunched order, shares are allocated among the individual accounts prior to being placed with the broker-dealer. Individual client accounts participating in bunched trades are charged averaged brokerage commission rates and receive the averaged price on the execution of the trade. In the event that a bunched trade

is not completed in one day, the completed amount is allocated as a percentage of each account’s portion of that trade. However, if a small number of shares remain to be traded for an account, we reserve the right to allocate to these smaller trades first in an attempt to avoid excess trading costs. Also, in an attempt to avoid excess trading costs, we retain the right to allocate trades that are filled at an amount of 10% or less on a trade day to our largest account. On certain foreign exchanges where we purchase securities, bunched orders are not allowed. When we wish to place an order for different types of accounts (including the Leuthold mutual funds and the Leuthold ETFs) for which aggregating and bunching trades is not practicable, we may use a trade sequencing and rotation policy to determine which type of account is to be traded first. Under this policy, we identify different categories of clients (e.g., unconstrained client accounts, mutual funds, exchange traded funds, private investment funds, MAAs, TAMPs, UMAs, etc.) and assign a trade placement sequence to them based on a random number generator process. As a result, the Funds may trade behind other accounts. Within a given trading period, the sequencing schedule establishes when a given client category will trade first in the order of rotation. We may deviate from the predetermined sequencing schedule under certain circumstances, and our trade sequencing and rotation policy may be amended, modified or supplemented at any time without prior notice to clients. Our goal is to allocate investment opportunities fairly and equitably over time among our clients. However, because trades for different types of accounts may be placed at different times and under different market conditions, we cannot guarantee that any particular client or type of account will receive the same price, execution, or performance as any other client or type of account. It is our general policy not to purchase a security in one portfolio while simultaneously selling it in another portfolio. However, there may be circumstances outside of our control that require the purchase of a security in one portfolio and a sale in the other. For example, when one portfolio experiences substantial cash inflows while another portfolio experiences substantial cash outflows, we may be required to buy securities to maintain a fully invested position in one portfolio, while selling securities in another portfolio to meet redemptions. Not all of our strategies trade simultaneously, so it is possible for different strategies to transact in the same security at different times or on different days (and, therefore, receive different prices).

We have entered into an agreement with Xtollo Investment Partners, LLC (XIP), an affiliate of Kensington Asset Management and Town Lake Partners, LLC, to assist in marketing efforts to attract clients and investment advisors to our products. XIP is compensated based on a percentage of the annual management fee earned on referred accounts. We have retained a third-party marketing firm, FLX Distribution, Inc. (“FLX”), to help

attract clients and investment advisors to our products. FLX is paid a fixed amount and is also compensated based on a percentage of the annual management fee earned on referred accounts (the “assets under service fee”). The assets under service fee counts against the fixed fee, with us paying the greater of the fixed fee or the assets under service fee. We may pay financial intermediaries, such as broker-dealers or other financial institutions (such as banks), to make the Leuthold mutual funds or Leuthold ETFs available to investors on the applicable intermediary’s platform or for otherwise promoting the funds or ETFs. We may also pay financial intermediaries to participate in marketing activities and presentations, educational training programs, and activities designed to make registered representatives, other professionals, and individual investors more knowledgeable about the Leuthold mutual funds or Leuthold ETFs, or activities relating to the support of technology platforms and reporting systems. Payments of this type are sometimes referred to as “revenue-sharing payments.” These referral and revenue-sharing arrangements create conflicts of interest because they give us an incentive to grow assets in the products for which we pay or receive such compensation, and may influence intermediaries or salespersons to recommend our products over other investments. We address these conflicts by disclosing them in this Brochure, by requiring that any recommendations be suitable for the client in light of their objectives and circumstances, and by not increasing our advisory fee to clients who are referred to us. Clients referred to us throughXIP, FLX or other intermediaries do not pay higher advisory fees than clients who come to us directly. If investors purchase the Leuthold mutual funds or Leuthold ETFs through a financial intermediary, this may result in a payment to the salesperson or institution for the sale of the Leuthold mutual funds or Leuthold ETFs and related shareholder and administrative services. These payments may create a conflict of interest by influencing the salesperson or institution to recommend the Leuthold mutual funds or Leuthold ETFs over another investment. We may also receive fees from third party mutual fund sponsors for providing product support services related to their funds and shareholders. These are shareholder services and other services of an administrative and clerical nature related to the funds, and are not services that are primarily intended to result in the sale of such funds.

There have been no disciplinary actions against Leuthold or any of its Supervised Persons1 within the last ten years by: 

Any domestic, foreign, or military court

A Supervised Person is any director, officer or employee of Leuthold.

 

The SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority Any self-regulatory organization (SRO)

We invest money according to the separate strategies we have developed (the listing of strategies is contained in Item 8), and do not develop customized portfolios tied to the needs and desires of an individual client. Our management reviews the performance of accounts invested within a single strategy on a daily basis. Client accounts are under continuous review to maintain portfolios in line with Leuthold’s

investment methodology. Reviews are conducted by members of the Investment Team which consists of the following: Director of Investment Strategies and Portfolio Manager, Scott Opsal; Director of Equities and Portfolio Manager, Greg Swenson; Director of MultiAsset Strategies and Portfolio Manager Chun Wang, and Portfolio Manager Philip Segner. Firm-wide risks for Leuthold are recorded and reviewed at least annually by management. Risks inherent in the investment portfolios we manage are quantified and analyzed monthly by management and our portfolio management staff. Separately managed account clients receive from us and the custodian, at a minimum, a quarterly portfolio valuation report and position inventory. Separately managed account clients receive activity reports and a confirmation of each transaction from the custodian. Separately managed account clients may also receive periodic publications we produce. Other year-to-date performance reports (for example, realized/unrealized gains/losses), are generated per client request. Leuthold mutual fund investors receive quarterly statements of their holdings and activity directly from the administrator of the mutual fund. Leuthold mutual fund investors also receive quarterly updates on the mutual fund’s performance and strategy from Leuthold. Finally, such investors receive semi-annual and annual financial statements for the mutual funds. Investors in the Leuthold Core ETF and Leuthold Select Industries ETF receive statements from their broker/dealer. Investors in the Private Investment Fund receive monthly reports of fund activity and value directly from the administrator. Private Investment Fund investors also receive a copy on an annual basis of the audited financial statements of the Private Investment Fund. Investors with accounts on MAA/TAMP/UMA Platforms receive reports from the MAA/TAMP/UMA Platform sponsor. Accounts may be subject to different portfolio holdings disclosure policies that permit public disclosure of portfolio holdings information in different forms and at different times than the Leuthold mutual funds’ portfolio holding disclosure policies (the Leuthold ETF’s portfolio holdings are available on a daily basis). Additionally, clients with separately managed accounts have access to their portfolio holdings and are generally not subject to the Leuthold mutual funds’ portfolio holdings disclosure policies.

We do not maintain physical custody of client assets. However, in some circumstances we may be deemed to have constructive custody: 

As the general partner for the Private Investment Fund, we are considered by the SEC to have constructive custody of the Private Investment Fund’s assets. We do not have to have surprise examinations conducted in connection with such custody, as investors in the Private Investment Fund receive annual audited financial statements.

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With regard to “third party” money movement authority, the SEC has stated that

standing letters of authorization (SLOAs) that grant “third-party” money movement authority to an investment adviser constitute custody. However, we have no such SLOAs. Our separate account clients deal directly with the custodian to request disbursements, and we do not have custody. 

If we had “first party” money movement authority for clients, we would be deemed to have custody. However, we have no such authority. Our separate account clients deal directly with the custodian to request disbursements, and we do not have custody.

Clients in the Leuthold mutual funds or Leuthold ETFs will receive statements directly from the outside fund administrator or financial intermediary through which shares are held, and should review those statements carefully. Clients in separately managed accounts we offer will receive statements from the custodian, as well as statements from us. Clients should compare the statements they receive from the custodian to the statements received from us. In order to comply with asset custody requirements under the Advisers Act, investors in the Private Investment Fund will receive statements directly from the fund administrator, and a copy on an annual basis of the audited financial statements of the Private Investment Fund. Clients who access our strategies via MAA/TAMP/UMA Platforms will receive statements from the custodian.

We have investment discretion over the separately managed accounts, the Leuthold mutual funds, the Leuthold ETFs, and the Private Investment Fund (that is, we make the decisions regarding the securities we will purchase and sell on behalf of such clients). Separately managed account clients may set limits on this investment discretion by specifying certain securities that they do not want held in their account, or by setting other limits, subject to agreement by us. Our authority to exercise investment discretion is agreed to in advance by the client through the terms of our investment management agreement with the client. Investors in the Leuthold mutual funds, the Leuthold ETFs, and Private Investment Fund cannot set limits on our investment discretion. Where we serve as an adviser to accounts on MAA/TAMP/UMA Platforms, we do not exercise full discretion.

We vote proxies for our clients by generally following the so-called “Wall Street Rule” (that is, we vote as management recommends or sell the stock prior to the meeting). We believe that following the “Wall Street Rule” is consistent with the economic best interests of our clients. When management makes no recommendation, we will not vote proxies unless we determine the failure to vote would harm our clients. If we determine that the failure to vote would harm our clients, we will vote for what we believe are the economic best interests of the client. We monitor proxy proposals just as we monitor other corporate events affecting the companies in which our clients invest. We will “echo” vote (that is, vote for and against the proposal in the same proportion as all other shareholders) shares of investment companies that we own inside the Leuthold mutual funds or the Leuthold ETFs. If voting a proxy restricts trading in a security, we will not vote the proxy unless the

trading restriction is of such limited duration that we determine the trading restriction will not negatively impact our clients. There may be instances where our interests may conflict or appear to conflict with the interests of our clients. For example, we may manage a pension plan of a company whose management is soliciting proxies and there may be a concern that we would vote in favor of management because of our relationship with the company. In such situations we will “echo” vote the securities. Clients with separately managed accounts may elect to vote all proxies themselves. Clients in the Leuthold mutual funds, the Leuthold ETFs, and the Private Investment Fund will have proxies voted by us, as described above. Investors with accounts on MAA/TAMP/UMA Platforms will not have proxies voted by us (proxies for accounts on the MAA/TAMP/UMA Platforms will be voted in accordance with the MAA/TAMP/UMA Platform sponsor’s proxy voting policies). Investors in the Leuthold mutual funds and the Leuthold ETFs may obtain information on how we voted proxies by referring to our Form N-PX filings on the SEC’s web site (www.sec.gov), or by calling 800-273-6886. Separately managed account clients and investors in our Private Investment Fund may obtain information on how we voted proxies by calling 612-332-9141. The Leuthold mutual fund clients and Leuthold ETFs clients may obtain a copy of our proxy voting policies by calling 800-273-6886. Separately managed account and Private Investment Fund clients have our proxy voting policy mailed to them annually, and may also obtain a copy by calling 612332-9141. Broadridge’s Global Securities Class Action Services division provides the necessary infrastructure and technology to process class action lawsuit settlements applicable to the securities in which we invest for our clients. When it is deemed financially beneficial, we will take the appropriate actions to file claims in class action lawsuits on behalf of our separate account, mutual fund, exchange traded fund, and Private Investment Fund clients, through the Broadridge Global Securities Class Action Services. When money is awarded to the client, Broadridge is entitled to keep 18% of the recovery amount it claims for the client; we do not receive any compensation for this service. Clients with accounts on MAA/TAMP/UMA Platforms will have class actions processed in accordance with the policies of the sponsors of those MAA/TAMP/UMA Platforms.

There are no financial issues that are likely to impair our ability to meet our contractual commitments to our clients.