Leuthold Weeden Capital Management: investment adviser

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.

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.

Global Industries Strategy Our Global Industries Strategy seeks capital appreciation and dividend income. 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). 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. The Global Industries Strategy’s investment in common stocks and other equity securities (which include preferred stocks, convertible preferred stocks, warrants, options, and American Depository Receipts) may consist of the following from around the world:    

Large, mid, or small capitalization common stocks Growth stocks, value stocks, or cyclical stocks Aggressive stocks or defensive stocks Stocks in any industry or sector

 

Equity mutual funds and exchange-traded funds Put and call options on any securities in which the Strategy may invest

Our fees for this service are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Next $50,000,000 Balance over $75,000,000

0.75% 0.65% 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. 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. Core ETF Strategy Our Core ETF 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). This 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. However, instead of allocating investments to individual equity, bond, and alternative securities, we select non-proprietary exchange traded funds (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. Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. Core ETF II Strategy Our Core ETF II 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). This 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. However, instead of allocating investments to individual equity, bond, and alternative securities, we select proprietary and non-proprietary exchange traded funds (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.

Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management Annual Fee First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. Global Tactical ETF Strategy Our Global Tactical ETF 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). This 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 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.

Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. Conservative Allocation ETF Strategy Our Conservative Allocation ETF Strategy seeks capital preservation and current income with a secondary objective of 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). 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 non-proprietary 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.

Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. Moderate Allocation ETF Strategy Our Moderate Allocation ETF Strategy has a primary objective of capital appreciation with capital preservation as a secondary objective. 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). 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.

Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. Aggressive Allocation ETF Strategy Our Aggressive Allocation ETF Strategy has a primary objective of 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). 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.

Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. Sector Rotation Strategy Our Sector Rotation 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). 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 nonproprietary ETFs to gain exposure to the top five rated sectors. Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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.

Enhanced Sector Rotation Strategy Our Enhanced Sector Rotation 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). 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 non-proprietary ETFs to gain exposure to the top five rated sectors through a combination of S&P 500 sector ETFs and industry ETFs. Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. 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 in Managed Account Arrangements (MAAs), Turnkey Asset Management Programs (TAMPs), and Unified Managed Accounts (UMAs). 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. Portfolio positions are determined by evaluating how current conditions compare to past conditions, and then identifying which factors tend to perform better or worse under these conditions. Numerous investable factors are evaluated, and overweight or underweight tilts are established for each factor. Factor weighting decisions are scaled according to our level of conviction. Under normal market conditions, the strategy will be invested in non-proprietary ETFs reflecting those factors deemed most attractive. However, depending on market conditions, the strategy retains a wide latitude to make tactical shifts in any direction and to invest in any securities which provide the desired factor exposures. Our fees for this service in a separate account format are based upon the following fee schedule: Assets Under Management

Annual Fee

First $25,000,000 Balance over $25,000,000

0.50% 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. 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 separate account 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. AdvantHedge Strategy We manage short-selling portfolios in separate accounts called “AdvantHedge,” which seek capital appreciation. In managing the AdvantHedge Strategy, we use a system we developed known as the “Vulnerability Index”. The Vulnerability Index is made up of twelve or more separate factors, and provides numeric characteristics we believe indicate potential share vulnerability to price decline. Our fees for this service are 1.00% per annum of assets under management. Payment of the account advisory fee of 1.00% of assets under management is due when the account is initially funded. Upon deposit, additions to the account are also subject to the 1.00% fee. Clients are liable for the first full year’s minimum fee. The initial up-front account advisory fee is refunded in full if the client cancels the investment advisory agreement within five (5) business days upon submission of the executed agreement to us. At the end of one full calendar year of asset management, 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. Fees are paid quarterly in arrears based on the assets under management at the end of each quarter. 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 “buy-to-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. Either party may terminate the investment advisory agreement upon 45 days written notice to the other party. Fees are not refundable if the agreement is terminated within the first year by the client. Tax-Aware Long/Short Equity 145/45 Strategy Our Tax-Aware Long/Short Equity 145/45 Strategy seeks capital appreciation and is designed for taxable investors. The strategy also seeks to maximize after-tax returns by generating net realized losses and deferring capital gains where possible. This is an investment strategy that employs both long and short positions and the use of margin to achieve exposure to equity securities. We intend to manage the portfolio to maintain long exposure of approximately 145% and short exposure of approximately 45% of the account’s net asset value. The allocation is managed using software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk, subject to applicable tax rules. The losses that are realized are intended to offset gains created by the long exposure within the portfolio. Any after-tax benefit assumes that clients have capital gains suitable for offset, and that current tax laws and interpretive guidance

remain in effect. Changes to tax laws and/or the treatment of capital gains may materially impact the after-tax return from this strategy. Strategies that incorporate short selling and leverage, including this long/short active tax management strategy, seek to provide diversified exposure to U.S. equities using margin and shorting to express desired factor exposures in a client’s portfolio and to increase lossharvesting opportunities. However, these strategies also involve significant risks, including the risk of losses from short positions if securities appreciate, the potential for margin calls, higher management and financing costs, and limited custodian availability and custodianspecific requirements. They may experience greater volatility and complexity than traditional long-only strategies and may not be suitable for all investors. Our fees for this service are 0.65% per annum of assets under management. The fee is applied to the average daily balance (as reasonably determined by us) of the assets under management as of the end of each quarter and is payable quarterly in arrears. For any quarter in which an advisory agreement is not in effect, such fee shall be reduced proportionally on the basis of the number of calendar days during which it is in effect. Our fees do not include brokerage commissions, margin interest or custodial costs. 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. Tax-Aware Long/Short Equity 200/100 Strategy Our Tax-Aware Long/Short Equity 200/100 Strategy seeks capital appreciation and is designed for taxable investors. The strategy also seeks to maximize after-tax returns by generating net realized losses and deferring capital gains where possible. This is an investment strategy that employs both long and short positions and the use of margin to achieve exposure to equity securities. We intend to manage the portfolio to maintain long exposure of approximately 200% and short exposure of approximately 100% of the account’s net asset value. The allocation is managed using software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk, subject to applicable tax rules. The losses that are realized are intended to offset gains created by the long exposure within the portfolio. Any after-tax benefit assumes that clients have capital gains suitable for offset, and that current tax laws and interpretive guidance remain in effect. Changes to tax laws and/or the treatment of capital gains may materially impact the after-tax return from this strategy. Strategies that incorporate short selling and leverage, including this long/short active tax management strategy, seek to provide diversified exposure to U.S. equities using margin and shorting to express desired factor exposures in a client’s portfolio and to increase loss-harvesting opportunities. However, these strategies also involve significant risks, including the risk of losses from short positions if securities appreciate, the potential for margin calls, higher management and financing costs, and limited custodian availability and custodian-specific requirements. They may experience greater volatility and complexity than traditional long-only strategies and may not be suitable for all investors.

Our fees for this service are 1.00% per annum of assets under management. The fee is applied to the average daily balance (as reasonably determined by us) of the assets under management as of the end of each quarter and is payable quarterly in arrears. For any quarter in which an advisory agreement is not in effect, such fee shall be reduced proportionally on the basis of the number of calendar days during which it is in effect. Our fees do not include brokerage commissions, margin interest or custodial costs.

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. Leuthold Mutual Funds Leuthold serves as investment advisor to the Leuthold mutual funds consisting of the following:   

Leuthold Core Investment Fund (retail/institutional class) Leuthold Global Fund (retail/institutional class) Grizzly Short Fund

Each of the above funds is a no-load, open-end management investment company. We furnish continuous investment advisory services to the Leuthold mutual funds and are primarily responsible for their day-to-day investment management. Under the terms of the Investment Advisory Agreement with each of the Leuthold mutual funds, Leuthold, at its own expense and without reimbursement from the Leuthold mutual funds, furnishes office space and all necessary office facilities, equipment and executive personnel for managing the investments of the Leuthold mutual funds. For such services, we receive a monthly fee based on the average daily net assets at the annual rate of: 1.25% 0.90% 0.90%

Grizzly Short Fund Leuthold Core Investment Fund Leuthold Global Fund

For all accounts, we may invest client cash balances in money market funds and may invest client property in other pooled funds. Such pooled funds pay their own investment advisory fees and expenses. So, clients investing in the Leuthold mutual funds are subject to two levels of investment advisory fees and expenses, those of the fees and expenses paid by the Leuthold mutual funds themselves, and those of the fees and expenses paid by the underlying pooled funds in which the Leuthold mutual funds invest from time to time.

Leuthold Core ETF Leuthold serves as investment advisor to the Leuthold Core ETF. The Leuthold Core ETF is an actively-managed “exchange-traded fund of funds” and seeks to achieve its objective by investing primarily in other registered investment companies, including other actively21

managed ETFs, proprietary ETFs, and index-based ETFs (collectively, “Underlying Funds”), that provide exposure to a broad range of asset classes. Under the terms of the Investment Advisory Agreement with the Leuthold Core ETF, Leuthold, at its own expense, furnishes office space and all necessary office facilities, equipment and executive personnel for managing the investments of the Leuthold Core ETF. For such services, we receive a monthly fee based on the average daily net assets at the annual rate of 0.50%. In addition to the investment advisory fees and expenses that are paid by the Leuthold Core EFT, the ETFs in which the Leuthold Core ETF invests also pay their own investment advisory fees and expenses. So, clients investing in the Leuthold Core ETF are subject to two levels of investment advisory fees and expenses, those of the fees and expenses paid by the Leuthold Core ETF itself, and those of the fees and expenses paid by the underlying ETFS in which the Leuthold Core ETF invests. Leuthold Select Industries ETF Leuthold serves as investment advisor to the Leuthold Select Industries ETF. The Leuthold Select Industries ETF is an actively-managed “exchange-traded fund of funds” and seeks to achieve its objective of capital appreciation by investing our 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 ETF positions 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 Select Industries ETF will invest in companies of all sizes and industries as well as in “growth” and “value” stocks. Under the terms of the Investment Advisory Agreement with the Leuthold Select Industries ETF, Leuthold, at its own expense, furnishes office space and all necessary office facilities, equipment, and executive personnel for managing the investments of the Leuthold Select Industries ETF. For such services, we receive a monthly fee based on the average daily net assets at the annual rate of 0.50%. In addition to the investment advisory fees and expenses that are paid by the Leuthold Select Industries EFT, the ETFs in which the Leuthold Select Industries EFT invests also pay their own investment advisory fees and expenses. So, clients investing in the Leuthold Select Industries EFT are subject to two levels of investment advisory fees and expenses, those of the fees and expenses paid by the Leuthold Select Industries EFT itself, and those of the fees and expenses paid by the underlying ETFS in which the Leuthold Select Industries EFT invests. Private Investment Fund We are the general partner and investment manager of the Private Investment Fund, Leuthold Global Industries, L.P. We have sole responsibility for the management of the Private Investment Fund’s investment portfolio, administration, and business affairs and we receive a management fee for such services. For advisory services provided to the Private Investment Fund, we earn a 1.00% management fee on the assets under management, paid monthly in arrears based on the net asset value of the assets at the end

of the preceding month. Persons who invest in the Private Investment Fund will incur costs in addition to the management fee paid to us. Fund expenses such as brokerage commissions, dealer markups, warehousing costs, and other transactional expenses associated with its investment activities and its legal, auditing, accounting, and custodial fees will be passed on to investors in the Private Investment Fund on a pro rata basis. Only persons who qualify as “accredited investors” and “qualified purchasers” as those terms are defined in the Private Investment Fund’s Confidential Private Placement Memorandum are permitted to invest in the Private Investment Fund. Please also refer to Item 12: Brokerage Services.

$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

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.

Portfolio positions are determined by evaluating how current conditions compare to past conditions, and then identifying which factors tend to perform better or worse under these conditions. Numerous investable factors are evaluated, and overweight or underweight tilts are established for each factor. Factor weighting decisions are scaled according to our level of conviction. Under normal market conditions, the strategy will be invested in nonproprietary ETFs reflecting those factors deemed most attractive. However, depending on market conditions, the strategy retains a wide latitude to make tactical shifts in any direction and to invest in any securities which provide the desired factor exposures. AdvantHedge Strategy The AdvantHedge Strategy, available in a separately managed account, or mutual fund format (the mutual fund format is known as the Grizzly Short Fund), seeks capital appreciation. The AdvantHedge Strategy sells stocks short. Short selling involves the sale of borrowed securities. When the AdvantHedge Strategy sells a stock short, it incurs an obligation to replace the stock borrowed at whatever its price may be at the time it purchases the stock for delivery to the securities lender. The AdvantHedge Strategy will realize a gain if at that time the price of the stock is less than the price of the stock when it was sold short, and will realize a loss if at that time the price of the stock is greater than the price of the stock when it was sold short. The aggregate amount of its outstanding short positions typically will be approximately equal to, or slightly less than, its net assets. When the AdvantHedge Strategy’s outstanding short positions equal its net assets, it is “100% short.” We utilize a disciplined, unemotional, quantitative investment approach, and we believe that in all market conditions there will exist some companies whose stocks are overvalued by the market and that capital appreciation can be realized by selling short those stocks. However, the Strategy is designed primarily to benefit from price declines in the securities it sells short and generally will perform best in declining stock markets. In rising stock markets, or during periods of sharp market reversals, the Strategy may experience significant losses because there is theoretically no limit to how high the price of a stock sold short can rise. Accordingly, the Strategy may be subject to higher risk of loss and volatility than long-only strategies and may not be appropriate for all investors. Tax-Aware Long/Short Equity 145/45 Strategy Our Tax-Aware Long/Short Equity 145/45 Strategy seeks capital appreciation. This strategy is available in a separate account format. The strategy also seeks to maximize aftertax returns by creating tax efficiency by generating net realized losses and deferring capital gains where possible. This is an investment strategy that employs both long and short positions to achieve exposure to equity securities. The Adviser plans to manage the portfolio to achieve an allocation that maintains long exposure of 145% and short exposure of 45%. The allocation is managed and utilizes software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk. The losses that are realized are intended to offset gains created by the long exposure within the portfolio. Any savings realized by the reduction in taxes paid or postponed can improve returns when measured after-tax. This after-tax return benefit presumes that clients have capital gains suitable for offset. Changes to tax laws and/or

treatment of capital gains may impact the after-tax return from this strategy. The strategy’s use of both long and short positions, leverage (through margin) and active tax loss harvesting introduces additional risks, including market risk, short sales risk, liquidity risk, long/short strategy risk, tax-managed investing risk, tracking error risk and borrowing and leverage risk, each of which is described in more detail below. The strategy may experience greater volatility and complexity than long-only strategies and may not be suitable for all investors. Tax-Aware Long/Short Equity 200/100 Strategy Our Tax-Aware Long/Short Equity 200/100 Strategy seeks capital appreciation. This strategy is available in a separate account format. The strategy also seeks to maximize aftertax returns by creating tax efficiency by generating net realized losses and deferring capital gains where possible. This is an investment strategy that employs both long and short positions to achieve exposure to equity securities. The Adviser plans to manage the portfolio to achieve an allocation that maintains long exposure of 200% and short exposure of 100%. The allocation is managed and utilizes software designed to systematically harvest losses within the portfolio and replace the securities sold at a loss with others of similar type and risk. The losses that are realized are intended to offset gains created by the long exposure within the portfolio. Any savings realized by the reduction in taxes paid or postponed can improve returns when measured after-tax. This after-tax return benefit presumes that clients have capital gains suitable for offset. Changes to tax laws and/or treatment of capital gains may impact the after-tax return from this strategy. Because the Strategy uses higher leverage (200% long and 100% short) than the 145/45 Strategy, it is subject to greater potential for both gains and losses and may experience larger drawdowns and higher volatility. The strategy’s use of long and short positions, leverage, and active tax loss harvesting introduces additional risks, including market risk, short sales risk, liquidity risk, long/short strategy risk, tax-managed investing risk, tracking error risk and borrowing and leverage risk, each of which is described in more detail below. This Strategy is intended only for investors who understand and can tolerate these risks. Please note that investing in any of the above strategies involves risk of loss that clients should be prepared to bear. Leuthold, the Leuthold mutual funds, the Leuthold ETFs, and the Private Investment Fund are subject to an extensive and complex set of laws and regulations. These laws and regulations have evolved rapidly in recent years and likely will continue to evolve. Changes and additions to laws and regulations can result in unintended or unexpected impacts, including impacts to the value of the investments in which Leuthold invests; the value of the investments held by the Leuthold mutual funds, the Leuthold ETFs, and the Private Investment Fund; the investment strategies used by Leuthold, the Leuthold mutual funds, the Leuthold ETFs, and the Private Investment Fund; and the ability to manage tax consequences. In addition, complying with new or changing laws or regulations generally can be expected to increase operational costs, which can have a negative impact on performance.

The material risks of investing in each strategy are summarized in the tables below. Detailed descriptions of each risk are listed after the tables. For material risks of the Leuthold mutual funds and the Leuthold ETFs please see the appropriate prospectus and statement of additional information, which are publicly available on the SEC’s website, at http://www.sec.gov, and on our website, at https://funds.leutholdgroup.com. Table 1 – Summary of Material Risks Per Strategy

A. Market Risk B. Interest Rate Risk C. Credit Risk D. Foreign Securities Risk E. Short Sales Risk F. High Portfolio Turnover Risk G. Asset Allocation Risk H. Quantitative Investment Approach Risk . Liquidity Risk J. Smaller & Medium Capitalization Companies Risk K. Rising Stock Market Risk L. Currency Exchange Rate Risk M. High-Yield Securities Risk N. Investment Company Risk O. Managed Futures Strategy/Commodities Risk P. Fixed Income Securities Risk Q. Mortgage- and Asset-Backed Securities Risk R. REIT Investment Risk S. Sector Risk T. Tax Law Change Risk U. Cybersecurity Risk V. Long/Short Strategy Risk W. Tax-Managed Investing Risk X. Tracking Error Risk Y. Borrowing and Leverage Risk

Core

Global

Global Industries

Core ETF

Select Industries ETF

Table 2 – Summary of Material Risks Per Strategy

A. Market Risk B. Interest Rate Risk C. Credit Risk D. Foreign Securities Risk E. Short Sales Risk F. High Portfolio Turnover Risk G. Asset Allocation Risk H. Quantitative Investment Approach Risk I. Liquidity Risk

Global Tactical ETF

Conservative Allocation ETF

Moderate Allocation ETF

Aggressive Allocation ETF

J. Smaller & Medium Capitalization Companies Risk K. Rising Stock Market Risk L. Currency Exchange Rate Risk M. High-Yield Securities Risk N. Investment Company Risk O. Managed Futures Strategy/Commodities Risk P. Fixed Income Securities Risk Q. Mortgage- and Asset-Backed Securities Risk R. REIT Investment Risk S. Sector Risk T. Tax Law Change Risk U. Cybersecurity Risk V. Long/Short Strategy Risk W. Tax-Managed Investing Risk X. Tracking Error Risk Y. Borrowing and Leverage Risk

Table 3 – Summary of Material Risks Per Strategy

A. Market Risk B. Interest Rate Risk C. Credit Risk D. Foreign Securities Risk E. Short Sales Risk F. High Portfolio Turnover Risk G. Asset Allocation Risk H. Quantitative Investment Approach Risk I. Liquidity Risk J. Smaller & Medium Capitalization Companies Risk K. Rising Stock Market Risk L. Currency Exchange Rate Risk M. High-Yield Securities Risk N. Investment Company Risk O. Managed Futures Strategy/Commodities Risk P. Fixed Income Securities Risk Q. Mortgage- and Asset-Backed Securities Risk R. REIT Investment Risk S. Sector Risk T. Tax Law Change Risk U. Cybersecurity Risk V. Long/Short Strategy Risk W. Tax-Managed Investing Risk X. Tracking Error Risk Y. Borrowing and Leverage Risk

Sector Rotation

Enhanced Sector Rotation

Factor Tilt

AdvantHedge

Core ETF II

Table 4 – Summary of Material Risk Per Strategy

A. Market Risk

Tax-Aware LongShort Equity 145/45

Tax-Aware LongShort Equity 200/100

B. Interest Rate Risk

C. Credit Risk D. Foreign Securities Risk

E. Short Sales Risk

F. High Portfolio Turnover Risk

H. Quantitative Investment Approach Risk

I. Liquidity Risk

G. Asset Allocation Risk

J. Smaller & Medium Capitalization Companies Risk K. Rising Stock Market Risk L. Currency Exchange Rate Risk

M. High-Yield Securities Risk N. Investment Company Risk O. Managed Futures Strategy/Commodities Risk P. Fixed Income Securities Risk Q. Mortgage- and Asset-Backed Securities Risk R. REIT Investment Risk S. Sector Risk T. Tax Law Change Risk

U. Cybersecurity Risk

V. Long/Short Strategy Risk

W. Tax-Managed Investing Risk

X. Tracking Error Risk

Y. Borrowing and Leverage Risk

A. Market Risk: The value of the securities in which a Strategy invests, particularly equity securities, will fluctuate, sometimes rapidly and unpredictably, in response to a broad range of factors. These factors include, among others, overall market conditions; events affecting particular issuers or sectors; changes in interest rates, inflation (or expectations of inflation) and other macroeconomic conditions; changes in investor sentiment; and geopolitical, social, environmental or regulatory events. The prices of common stocks, in particular, may experience steep, sudden and/or prolonged declines, and a Strategy could lose a substantial portion, or all, of its investment in a security or in the Strategy as a whole. The increasing interconnectivity of global economies and financial markets means that events or conditions in one country, region or financial market can adversely affect issuers and markets in other countries or regions in ways that may not be foreseeable. Securities held by a Strategy may underperform or become more volatile due to stresses in the banking or financial sector (including bank failures), changes in credit conditions, inflationary or deflationary pressure, increases or decreases in interest rates, changes in global demand for particular products or resources, natural disasters, extreme weather events, public health emergencies (including pandemics and epidemics), terrorism, war and other armed conflicts, cyberattacks, supply chain disruptions, regulatory developments and governmental or quasi-governmental actions (including trade disputes, tariffs, sanctions, capital controls or other policy changes).

Recent and ongoing geopolitical conflicts, trade tensions and public health events have contributed, and may continue to contribute, to heightened market volatility and reduced liquidity in many markets, and may have long-term effects on both U.S. and global financial markets. Political developments impacting international trade and investment— including the renegotiation or termination of existing treaties or agreements, the imposition of tariffs or other trade barriers, and changes in fiscal, monetary or regulatory policy—may adversely affect economic growth, corporate profitability and investor confidence. Markets may also be adversely affected by political, economic or social instability or events, including civil unrest, changes in law or regulation (including tax laws), the imposition of embargoes or sanctions, currency restrictions and exchange-rate fluctuations, and the actions or inactions of public officials, joint-venture partners or other market participants. The timing, magnitude and ultimate impact of these and other market events are difficult or impossible to predict. It is possible that one or more of these events could result in a prolonged period of heightened volatility, reduced market liquidity or global or regional economic slowdown or recession, any of which could negatively affect the performance of a Strategy. Interest Rate Risk: In general, the value of bonds and other debt securities falls when interest rates rise. Longer term obligations are usually more sensitive to interest rate changes than shorter term obligations. While bonds and other debt securities normally fluctuate less in price than common stocks, there have been extended periods of increases in interest rates that have caused significant declines in bond prices. A rising interest rate environment may cause investors to move out of bonds and other debt securities on a large B.

scale, which could adversely affect the price and liquidity of such securities. Recent inflationary price movements may cause bonds and other debt securities and related markets to experience heightened levels of interest rate volatility and liquidity risk.

C. Credit Risk: The issuers of the bonds and other debt securities held by the Strategy or by the mutual funds, exchange traded funds, and exchange traded notes in which the Strategy invests may not be able to make interest or principal payments. Even if these issuers are able to make interest or principal payments, they may suffer adverse changes in financial condition that would lower the credit quality of the security, leading to greater volatility in the price of the security. During time periods characterized by recessionary market pressures such as inflationary price movements, rising interest rates, bank failures and other negative market stresses, credit risk increases. D. Foreign Securities Risk: The securities of foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers. The costs associated with securities transactions are often higher in foreign countries than the U.S. The U.S. dollar value of foreign securities traded in foreign currencies (and any dividends and interest earned) held by the Strategy or by mutual funds or exchange traded funds in which the Strategy invests may be affected favorably or unfavorably by changes in foreign currency exchange rates. An increase in the U.S. dollar relative to these other currencies will negatively impact the Strategy. Additionally, investments in foreign securities, even those publicly traded in the United States, may involve risks which are in addition to those associated with domestic investments. Foreign companies may not be subject to the same

regulatory requirements of U.S. companies, and as a consequence, there may be less publicly available information about such companies. Also, foreign companies may not be subject to uniform accounting, auditing, and financial reporting standards and requirements comparable to those applicable to U.S. companies. Foreign governments and foreign economies often are less stable than the U.S. Government and the U.S. economy. E. Short Sales Risk: The Strategy will suffer a loss if it sells a security short and the value of the security rises rather than falls. It is possible that the Strategy’s long positions will decline in value at the same time that the value of its short positions increase, thereby increasing potential losses to the Strategy. Short sales expose the Strategy to the risk that it will be required to buy the security sold short (also known as “covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Strategy. The Strategy’s investment performance will also suffer if it is required to close out a short position earlier than it had intended. In addition, the Strategy may be subject to expenses related to short sales that are not typically associated with investing in securities directly, such as costs of borrowing and margin account maintenance costs associated with the Strategy’s open short positions. These expenses may negatively impact the performance of the Strategy. Short positions introduce more risk to the Strategy than long positions (purchases) because the maximum sustainable loss on a security purchased (held long) is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. Therefore, in theory, securities sold short have unlimited risk.

F. High Portfolio Turnover Risk: The Strategy’s annual portfolio turnover rate generally exceeds 100%. (Generally speaking, a turnover rate of 100% occurs when the Strategy replaces securities valued at 100% of its average net assets within a one year period.) High portfolio turnover (100% or more) will result in the Strategy incurring more transaction costs such as brokerage commissions or mark-ups or mark-downs. Payment of those transaction costs reduces total return. High portfolio turnover could result in the payment by the Strategy’s shareholders of increased taxes on realized gains. Distributions to the Strategy’s shareholders, to the extent they are short term capital gains, will be taxed as ordinary income rates for federal income tax purposes, rather than at lower capital gains rates. G. Asset Allocation Risk: The Strategy’s performance will also be affected by the Adviser’s ability to anticipate correctly the relative potential returns and risks of the asset classes in which the Strategy invests. For example, the Strategy’s relative investment performance would suffer if only a small portion of its assets were allocated to stocks during a significant stock market advance, and its absolute investment performance would suffer if a major portion of its assets were allocated to stocks during a market decline. Finally, since the Strategy intends to assume only prudent investment risk, there will be periods in which the Strategy underperforms mutual funds that are willing to assume greater risk. H. Quantitative Investment Approach Risk: The Strategy utilizes a quantitative investment approach. While the Adviser continuously reviews and refines, if necessary, its investment approach, there may be market conditions where the quantitative investment approach performs poorly.

I. Liquidity Risk: Liquidity risk is the risk that, due to certain investments trading in lower volumes or to market and economic conditions, the Strategy may be unable to find a buyer for its investments when it seeks to sell them or to receive the price it expects based on the Strategy’s valuation of the investments. Events that may lead to increased redemptions, such as market disruptions, may also negatively impact the liquidity of the Strategy’s investments when it needs to dispose of them. If the Strategy is forced to sell its investments at an unfavorable time and/or under adverse conditions in order to meet redemption requests, such sales could negatively affect the Strategy. Liquidity issues may also make it difficult to value the Strategy’s investments. Smaller and Medium Capitalization Companies Risk: The securities of smaller capitalization companies are generally riskier than larger capitalization companies since they don’t have the financial resources or the well established businesses of the larger companies. Generally, the share prices of stocks of smaller capitalization companies are more volatile than those of larger capitalization companies. The returns of stocks of smaller capitalization companies may vary, sometimes significantly, from the returns of the overall market. Smaller capitalization companies tend to perform poorly during times of economic stress. Finally, relative to large company stocks, the stocks of smaller capitalization companies may be thinly traded, and purchases and sales may result in higher transaction costs. The securities of medium capitalization companies generally trade in lower volumes J.

than those of large capitalization companies and tend to be more volatile because medium capitalization companies tend to be more susceptible to adverse business or economic events than larger more established companies.

K. Rising Stock Market Risk: The Strategy typically will be approximately “100% short.” Accordingly, in rising stock markets its risk of loss will be greater than in declining stock markets. Over time stock markets have risen more often than they have declined.

L. Currency Exchange Rate Risk: Changes in currency exchange rates and the relative value of non-U.S. currencies will affect the value of investments in Underlying Funds and non-investment company exchange traded products (collectively, “Underlying Investments”) with underlying foreign shares. Because the Strategy’s value is determined on the basis of U.S. dollars, the U.S. dollar value of the investments in the Strategy may go down if the value of the local currency of the non-U.S. markets in which the Strategy invests through Underlying Investments depreciates against the U.S. dollar. This is true even if the local currency value of securities held by the Strategy goes up. Conversely, the dollar value of an investment in the Strategy may go up if the value of the local currency appreciates against the U.S. dollar. The value of the U.S. dollar measured against other currencies is influenced by a variety of factors. These factors include: national debt levels and trade deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political, economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment

in the Strategy may change quickly and without warning, and the Strategy may lose money.

M. High-Yield Securities Risk: The Strategy may invest in Underlying Investments that primarily invest in high-yield securities (also known as “junk bonds”). Although highyield securities generally pay higher rates of interest than investment grade bonds, highyield securities are speculative, high risk investments that may cause income and principal losses for such Underlying Investments and, consequently, negatively affect the value of the Strategy’s investment in such Underlying Investments. High-yield securities may be issued by companies that are restructuring, are smaller and less creditworthy, or are more highly indebted than other companies. This means that they may have more difficulty making scheduled payments of principal and interest. Changes in the value of high-yield securities are influenced more by changes in the financial and business position of the issuing company than by changes in interest rates when compared to investment grade securities. The Strategy’s exposure to high-yield securities may subject it to a substantial degree of credit risk. Investment Company Risk: The risks of investing in investment companies, such as the Underlying Funds, typically reflect the risks of the types of instruments in which the investment companies invest. By investing in an investment company, the Strategy becomes N.

a shareholder of that investment company and bears its proportionate share of the fees and expenses of the investment company. In addition to risks generally associated with investments in investment company securities, ETFs are subject to the following risks that do not apply to non-exchange traded funds: (i) an ETF’s shares may trade at a market price that is above or below their net asset value (as discussed more fully below); (ii) an active trading market for an ETF’s shares may not develop or be maintained (as discussed more fully below); (iii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iv) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally (as discussed more fully below).

The market prices of shares of ETFs fluctuate in response to changes in net asset value (“NAV”) and supply and demand for such shares and include a bid-ask spread charged by the exchange specialists, market makers or other participants who trade the particular security. There may be times when the market price and the NAV vary significantly. This means that shares of an ETF may trade at a discount or premium to NAV. In particular, the following circumstances may impact the market price of the shares of ETFs: (1) in times of market stress, market makers may step away from their role of market making in the shares of ETFs and in executing trades, which can lead to differences between the market value of the shares and an ETF’s NAV; (2) to the extent authorized participants (“APs”) exit the business or are unable to process creations or redemptions and no other AP can step in to do so, there may be a significantly reduced trading market in the shares, which can lead to differences between the market price of the shares and an ETF’s NAV; (3) the market price for the shares may deviate from an ETF’s NAV, particularly during times of market stress, with the result that investors may pay significantly more or significantly less for the shares than an ETF’s NAV, which is reflected in the bid and ask price for shares or in the closing price; (4) when all or a portion of an ETFs underlying securities trade in a market that is closed when the market for the shares is open, there may be changes from the last quote of the closed market and the quote from an ETF’s domestic trading day, which could lead to differences between the market value of the shares and an ETF’s NAV; and (5) in stressed market conditions, the market for the shares may become less liquid in

response to the deteriorating liquidity of an ETF’s portfolio. An active trading market for the shares of ETFs may not be developed or maintained. Trading in shares of ETFs on the stock exchange where they are listed for trading (the “Exchange”) may be halted due to market conditions or for reasons that in the view of the Exchange, make trading in shares inadvisable, such as extraordinary market volatility. There can be no assurance that shares will continue to meet the listing requirements of the Exchange. If the shares are traded outside a collateralized settlement system, the number of financial institutions that can act as APs that can post collateral on an agency basis is limited, which may limit the market for the shares. Managed Futures Strategy/Commodities Risk: The Strategy may invest in Underlying Investments that principally invest in the commodities markets through O.

investment in managed futures programs. Such investments may subject an Underlying Investment to greater volatility than investments in traditional securities. Commodities are real assets such as oil, agriculture, livestock, industrial metals, and precious metals such as gold or silver. Prices of commodities and related contracts may fluctuate significantly over short periods for a variety of reasons, including weather and natural disasters; governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; acts of terrorism, tariffs and U.S. and international economic, political, military and regulatory developments. The demand and supply of these commodities may also fluctuate widely based on such factors as interest rates, investors’ expectations with respect to the rate of inflation, currency exchange rates, the production and cost levels of the producers and/or forward selling by such producers, global or regional political, economic or financial events, purchases and sales by central banks, and trading activities by hedge funds and other commodity funds. Commodity Underlying Investments may use derivatives, such as futures, options, and swaps, which expose them to further risks, including counterparty risk (i.e., the risk that the institution on the other side of the trade will default).

P. Fixed Income Securities Risk: Fixed income securities, such as bonds and certain asset-backed securities, involve certain risks, which include: Credit Risk. See discussion above under “Credit Risk”. Event Risk. Event risk is the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers, or similar events financed by increased debt. As a result of the added debt, the credit quality and market value of a company’s bonds and/or other debt securities may decline significantly. Extension Risk. When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these securities to fall. Rising interest rates tend to extend the duration of securities, making them more sensitive to future changes in interest rates. The value of longer-term securities generally changes more in response to changes in interest rates than the value of shorter-term securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value. Interest Rate Risk. Generally, the value of fixed income securities will change inversely with changes in interest rates. As interest rates rise, the market value of fixed income securities tends to decrease. Conversely, as interest rates fall, the market value of

fixed income securities tends to increase. This risk will be greater for long-term securities than for short-term securities. An Underlying Investment may take steps to attempt to reduce the exposure of its portfolio to interest rate changes; however, there can be no guarantee that the Strategy will take such actions or that the Strategy will be successful in reducing the impact of interest rate changes on the portfolio. In recent periods, governmental financial regulators, including the U.S. Federal Reserve, have taken steps to maintain historically low interest rates. Changes in government intervention may have adverse effects on investments, volatility, and illiquidity in debt markets. Prepayment Risk. When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Strategy may have to invest the proceeds in securities with lower yields. In periods of falling interest rates, the rate of prepayments tends to increase (as does price fluctuation) as borrowers are motivated to pay off debt and refinance at new lower rates. During such periods, reinvestment of the prepayment proceeds by the management team will generally be at lower rates of return than the return on the assets that were prepaid. Prepayment reduces the yield to maturity and the average life of the security. Variable and Floating Rate Instrument Risk. The absence of an active market for these securities could make it difficult for Underlying Investment to dispose of them if the issuer defaults. Q. Mortgage- and Asset-Backed Securities Risk: The Strategy may invest in Underlying Investments that principally invest in mortgage- and asset-backed securities. Such securities are subject to credit, interest rate, prepayment, and extension risks (see “Fixed Income Securities Risk” above). These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates may quickly and significantly reduce the value of certain mortgage-backed securities. R. REIT Investment Risk: The Strategy may invest in Underlying Investments that primarily invest in REITs. Investments in REITs involve unique risks. REITs may have limited financial resources, may trade less frequently and in limited volume, and may be more volatile than other securities. The risks of investing in REITs include certain risks associated with the direct ownership of real estate and the real estate industry in general. REITs are also subject to heavy cash flow dependency, defaults by borrowers, and selfliquidation. S. Sector Risk: To the extent the Strategy invests, or invests in Underlying Investments that invest, more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. T. Tax Law Change Risk: Tax law is subject to change, possibly with retroactive effect, or to different interpretations. In particular, Congress is considering substantial changes to U.S. federal income tax laws, and some with retroactive effect, that could result in substantial adverse U.S. federal income tax consequences to the Leuthold mutual funds, the Leuthold ETF and the Private Investment Fund (each a “Fund” and, collectively, the “Funds”) and their investors. Any future changes are highly uncertain, and the impact on the Funds or their investors cannot be predicted. Prospective shareholders should consult

their own tax advisors regarding the impact to them of possible changes in tax laws. U. Cybersecurity Risk: The Strategies and their service providers rely extensively on computer, information and communications systems and on the internet and other electronic media to conduct business. As a result, the Strategies and their service providers are susceptible to operational and information security risks, including those arising from cyber incidents. A “cyber incident” can result from deliberate attacks (from external or internal sources) or unintentional events and may involve, among other things: gaining unauthorized access to digital systems (for example, through “hacking,” malware, ransomware, or other malicious code) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption; the denial of service attacks that render websites or systems unavailable; or other forms of technology-related misuse or malfunctions. Cyber incidents affecting a Strategy or any of its service providers (including custodians, sub-advisers, administrators, transfer agents, pricing agents, counterparties, financial intermediaries and other third-party vendors) can interfere with normal business operations and may result in, among other things: financial losses; the inability to calculate or publish the Strategy’s net asset value in a timely manner; impediments to trading or the processing of transactions; the inability of shareholders or clients to transact business with the Strategy; violations of applicable privacy, data protection or other laws; regulatory inquiries, fines or penalties; reputational damage; and the incurrence of significant remediation, cybersecurity enhancement and compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which a Strategy invests, market counterparties, governmental and regulatory authorities, exchanges and other financial market infrastructures, banks, brokers, dealers, insurance companies and other financial institutions. The use of internet- and cloud-based systems, third-party technology platforms and data storage solutions, and the increasing digitalization and interconnectedness of financial market participants and infrastructure, generally heighten exposure to cyber risks. Emerging technologies, including artificial intelligence and machine learning, may be used by malicious actors to identify system vulnerabilities and develop increasingly sophisticated cyberattacks. Vulnerabilities may also be introduced through the use of new or evolving technologies by service providers, counterparties and other third parties on which the Strategies depend. The Strategies and their service providers have established business continuity and information security programs designed to reduce the impact of cyber incidents, and they may invest significant additional resources in such programs over time. However, there are inherent limitations in any cybersecurity program, including the possibility that certain risks have not been identified, that controls may not be effective in all circumstances, and that evolving threats may not be timely detected or mitigated. In addition, the Strategies cannot control the cybersecurity plans and systems of issuers, counterparties, intermediaries or other third parties whose operations may affect the Strategies or their investors. As a result, the Strategies and their investors could be negatively impacted by a cyber incident, potentially including substantial losses relating to the misappropriation of assets, intellectual property or confidential information; corruption, loss or destruction of data; physical damage and repairs to systems; business interruption; and financial losses from remediation and other actions. Third parties, including criminal, activist, nation-state or terrorist actors, may also attempt to fraudulently induce employees of the Adviser or its service providers to disclose sensitive information (for example, through “phishing” or “social engineering” attacks) in order to gain unauthorized access

to systems, data, accounts, funds or other assets. V. Long / Short Strategy Risk. There are additional risks for those electing long / short strategies. These include market risk that can lead to loss due to the impact of general market movements. Additionally, long / short strategies have idiosyncratic risks due to company-specific factors that are generally not correlated with the broad market environment. Long / short strategy investors are exposed to short-sale risk that can amplify losses if stock prices appreciate. Lastly, time-varying correlations can introduce unexpected net exposures between longs and shorts, resulting in improper hedging of the leveraged portfolio. Embedded in this is a borrow rate risk for stocks that are thinly traded or less available for other reasons. W. Tax-Managed Investing Risk. Whether the tax loss harvesting services will provide a benefit or not is dependent upon the client’s entire tax, financial, and investment circumstance. In addition, specific regulations put in place by the Internal Revenue Service (“IRS”) can prevent the sale of a security at a loss and repurchase of the same or substantially identical security shortly before or after. Losses from such sales, also known as “wash sales” are not deductible in many cases. The wash sale rules are unclear in some cases, and the Internal Revenue Service may find that a transaction has resulted in a wash sale. Clients are responsible for determining whether enabling tax loss harvesting services is right for them, when to enable or disable, including any tax consequences arising from such transactions. For further information on how these practices would apply to clients, please consult a professional tax advisor before enabling such features. When enabled, the benefit of these techniques is subject to prevailing income tax rates and IRS rules regarding characterization, including wash sale and related rules discussed above. Investment strategies that seek to enhance after-tax performance might be unable to fully realize strategic gains or harvest losses due to various factors. Market conditions could limit the ability to generate tax losses. A tax-managed strategy might cause a client portfolio to hold a security in order to achieve more favorable tax treatment or to sell a security in order to create tax losses. X. Tracking Error Risk. Tracking error risk refers to the risk that the performance of a client portfolio might not match or correlate to that of the index it attempts to track, either on a daily or aggregate basis. Factors that contribute to tracking error generally include items such as fees and trading expenses, client-imposed restrictions, imperfect correlation between the index and the portfolio’s investments, changes to the composition of the index, regulatory policies, high portfolio turnover and the use of leverage all contribute to tracking error. Tracking error risk might cause the performance of a client portfolio to be less or more than expected. Y. Borrowing and Embedded Leverage. Some Clients allow secured and unsecured borrowing to the maximum extent allowable under applicable credit regulations. Like other forms of leverage, the use of borrowing can enhance the risk of capital loss in the event of adverse changes in the level of market prices of the assets being financed with the borrowings. Leverage may also take the form of financial instruments, including OTC derivative instruments which are inherently leveraged, and products with embedded leverage such as futures, options, short sales, swaps, and forwards, in which an investor can lose more money than the initial cost of the investment. The use of leverage allows the Clients to increase their exposure to assets, such that total assets may be greater than capital invested. However, the use of leverage may also magnify the volatility— or the likelihood of short-term changes in value—of any portfolio. The effect of the use of leverage in a portfolio may result in losses to the portfolio that exceed losses to the portfolio if such portfolio did not utilize leverage.

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.

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.

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).

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.

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.

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 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.