The Leuthold Group LLC

Item 5: Fees & Compensation

Separately Managed Accounts

We provide investment advice to individuals and institutions, including ERISA accounts
for whom we act as an ERISA fiduciary. The investment advisory fees charged to clients
with separately managed accounts are negotiable and may vary significantly from client-
to-client, and may be higher or lower than those indicated in the basic fee schedules below,
depending on a number of factors, including, without limitation, the amount of assets under
management; the nature of the assets in the account; the type of analysis required to manage
the account; the level of resources required to manage the account; the length of the client’s
relationship with us; and the level of service required by the client. Our fee is normally a
percentage of assets under management, but we may agree, in our discretion, to charge a
negotiated fixed fee in certain circumstances. Fees will be billed to clients, and clients may
have the fees deducted from their account or pay the fees outside of their account,
depending upon their preference.

For all accounts, we may invest client cash balances in money market funds and may invest
client property in pooled investment vehicles. In addition to the fees charged by us, each
of the pooled investment vehicles in which clients’ funds are invested also pays fees and
expenses, such as, without limitation, advisory fees, performance fees and administrative
fees. To the extent that clients invest in pooled investment vehicles (other than the Leuthold
mutual funds, the Leuthold ETFs and the Private Investment Fund), such clients effectively
will pay two levels of advisory and other fees, one for the management of their assets
invested with Leuthold, and indirectly through the fees and expenses assessed against the
pooled investment vehicle by its sponsor, general partner, or investment adviser. Clients will
not pay a separate account investment advisory fee to Leuthold with respect to assets in the
clients’ accounts that are invested in the Leuthold mutual funds, the Leuthold ETFs or in the
Private Investment Fund. Instead, we offset our separate account advisory fee for the value
of those assets, as described in Item 10. However, clients will still bear their individual
proportional share of the fees and expenses paid by the Leuthold mutual funds, the Leuthold
ETFs and the Private Investment Fund, including the investment advisory fees paid by such
funds to us.

Clients may pay additional charges for their separately managed accounts in addition to the
investment advisory fees paid to us. Clients will pay custodial fees and will also incur
brokerage transaction fees. Item 12 discusses brokerage transactions in more detail.

Conflicts Related to Proprietary Products

We may recommend that clients invest in proprietary investment products that we advise,
including the Leuthold mutual funds, the Leuthold ETFs and the Private Investment Fund
(collectively, the “Leuthold Proprietary Funds”). Clients will not pay a separate account
advisory fee to Leuthold with respect to assets in the clients’ accounts that are invested in
the Leuthold Proprietary Funds. However, clients will indirectly bear their proportional
share of the fees and expenses paid by those funds, including the investment advisory fees
paid by such funds to us.

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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                               0.900%
                    Next $5,000,000                                0.675%
                    Next $20,000,000                               0.450%
                    Balance over $30,000,000                     Negotiated

The fee schedule is applied to the fair market value (as reasonably determined by us) of the
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Item 7: Types of Clients

We offer our products to a wide range of clients, including individuals, trusts, foundations,
charitable organizations, corporations, government entities, unions, limited partnerships,
endowments, investment companies, and pension plans.

Our products are subject to the following minimums, although we reserve the right to waive
these minimums at our discretion. Accounts on a MAA/TAMP/UMA Platform will be
subject to the minimums in place on that MAA/TAMP/UMA Platform.

         Separately Managed Accounts                                              Minimum

         Core                                                                    $2,000,000
         Select Industries                                                       $1,000,000
         Global Industries                                                      $20,000,000
         Core ETF                                                                   $50,000
         Core ETF II                                                                $50,000
         Global Tactical ETF                                                        $50,000
         Conservative Asset Allocation ETF                                          $50,000
         Moderate Asset Allocation ETF                                              $50,000
         Aggressive Asset Allocation ETF                                            $50,000
         Sector Rotation                                                            $50,000
         Enhanced Sector Rotation                                                   $50,000
         Factor Tilt                                                                $50,000
         AdvantHedge                                                            $10,000,000
         Tax-Aware Long/Short Equity 145/45                                      $1,000,000
         Tax-Aware Long/Short Equity 200/100                                     $1,000,000

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         Leuthold Mutual Funds

         Institutional Class                                                       $100,000
         Individual Retirement Accounts (other than                                   $1,000
          Institutional Class)
         Coverdell Education Savings Account                                         $1,000
         All Other Accounts                                                         $10,000

         Exchange Traded Funds

         Leuthold Core ETF                                                                 N/A
         Leuthold Select Industries ETF                                                    N/A

         Private Investment Fund

         Leuthold Global Industries, L.P                                         $1,000,000

           Item 8: Method of Analysis, Investment Strategies and Risk of Loss

Investing in securities involves risk of loss that clients should be prepared to bear.
Different strategies involve different levels and types of risk, and some of our
strategies (including those that use short selling and leverage) may have a higher risk
of loss and volatility than traditional long-only strategies. The following sections
describe, in more detail, our principal investment strategies and the material risks
associated with each strategy. The summary risk tables show which risks we consider
material for each strategy; more detailed descriptions of these risks follow the tables.

Core Strategy and Global Strategy

The Core Strategy and the Global Strategy, whether available in the form of a separately
managed account, mutual fund (including the Leuthold Core Investment Fund and the
Leuthold Global Fund) or on MAA/TAMP/UMA Platforms, seek capital appreciation and
income (or “total return”). We allocate investments in these strategies among common
stocks and other equity securities, bonds and other debt securities, money market
instruments, and some alternative investments (including common stock and other
securities sold short). The equity portion of the Core Strategy is invested using the
methodology of the Select Industries Strategy. The equity portion of the Global Strategy
is invested using the methodology of the Global Industries Strategy. Each strategy may
also have some equity exposure to emerging markets. Within the tax-managed portfolio,
portfolio turnover may be influenced by the unrealized gains of underlying securities.

Select Industries Strategy

The Select Industries Strategy, whether in the form of a separately managed account,
mutual fund, or on MAA/TAMP/UMA Platforms, seeks capital appreciation. This is a
group rotation strategy where our model ranks industry groups, portfolio managers select

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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
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