Item 2: Material Changes

Item 3: Table of Contents

Item 4: Advisory Business

Item 5: Fees & Compensation

Item 6: Performance Based Fees and Side-by-Side Management

Item 7: Types of Clients

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

Item 9: Disciplinary Information

Item 10: Other Financial Industry Activities and Affiliations

Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

Item 12: Brokerage Practices

Item 13: Review of Accounts

Item 14: Client Referrals and Other Compensation

Item 15: Custody

Item 16: Investment Discretion

Item 17: Voting Client Securities

Item 18: Financial Information.

Leeb Capital Management, Inc. ("LCM") was founded in 1984 and is owned by Dr. Stephen Leeb and his wife, Donna Alison Leeb. LCM provides investment supervisory services to various types of clients, including individuals, institutions, trusts, pensions, and profit sharing plans.

LCM offers investment supervisory services which involves LCM providing you with continuous and ongoing supervision over your specified accounts.

You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account.

The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Account.

We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment restrictions; however, we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities.

It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you, or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts.

Conflicts can arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit.

LCM’s investment supervisory services focus on the selection of domestic and foreign stocks but also may include, bonds, options, mutual funds, annuities and money markets. LCM currently offers the following investment strategies:

We will not enter into an investment adviser relationship with a prospective client whose investment objectives are considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines.

Client accounts are managed on an individual basis based upon the specific investment objectives and constraints of the client. This means, for example, that when we provide investment supervisory services, you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information.

Dr. Stephen Leeb serves as the Editor of The Complete Investor (“TCI”) and several other financial advisory newsletters that are published by Capitol Information Group (“Capitol”), a publishing company headquartered in Church Falls, Virginia. Dr. Leeb is compensated by Capitol as an independent contractor. Likewise, Portfolio Manager Kuen (Scott) Chan contributes to several of Capitol’s newsletters and is compensated as an independent contractor.

LCM’s clients may, however, acquire securities that are discussed in a publication. LCM, at all times, strives to act in the best interest of clients and to treat all clients in a fair and equitable manner.

As of December 31, 2022, LCM managed $83,719,452 on a discretionary basis on behalf of 64 clients.

LCM believes that our annual fees are reasonable in relation to: (1) services provided and (2) the fees charged by other investment advisers offering similar services/programs. However, our annual investment advisory fee may be higher than that charged by other investment advisers offering similar services/programs.

LCM may negotiate advisory fees at its discretion based on the complexity of the client's situation, the relationship of the client with the investment adviser representative, and the total amount of assets under management for the client. As a result, clients with similar assets can have differing fee schedules and pay different fees. In general, the annual fees for LCM’s advisory services are as follows:

Up to $500,000.00: 1.50%

Over $500,000.00: 1.00%

$5,000,000 to $10,000,000: 0.90%

$20,000,001 to $25,000,000: 0.80%

$25,000,001 to $50,000,000: 0.75%

Over $50,000,000: Negotiable

Accounts are charged 1.0%.

Accounts are charged 2.0%.

LCM charges a different fee rate or schedule based upon asset classes (e.g., equities, fixed income) or investment product types (e.g., mutual funds, ETFs, stocks and bonds) invested in the client’s account. This creates a conflict of interest in that there is an economic incentive for LCM and its investment adviser representatives to recommend certain asset classes or investment product types which have a higher fee rate or schedule compared to other asset classes or investment product types with a lower fee rate or schedule. LCM has taken steps to manage its conflict of interest arising from its use of different fee rates/schedules through its code of ethics, whereby LCM and its investment adviser representatives will not exercise investment discretion with respect to changing asset classes or investment product types and will only recommend the change of asset classes or investment products when in the best interest of the client and without regard to the financial interest of LCM.

Clients may choose to be invoiced for the advisory fees or have the advisory fees deducted from their advisory accounts. Annual fees are divided and prepaid on a quarterly basis for the ensuing three-month period. The quarterly fee for a given account is calculated based on the market value of that account on the final day of the preceding quarter. For example, fees for the April-to-June quarter for an account are calculated based on that account’s ending market value on March 31. Fees are refundable on a pro-rata basis, in the event of termination of the advisory contract by the client.

If fees are deducted from your account, you must authorize the qualified custodian(s) of your account to deduct fees from your account and pay such fees directly to LCM.

You should review your account statements received from the qualified custodian(s) and verify that appropriate investment advisory fees are being deducted. The qualified custodian(s) will not verify the accuracy of the investment advisory fees deducted.

If you pay fees directly to our firm via a billing invoice, fees are due upon your receipt of the invoice sent directly to you. The billing notice will detail the formula used to calculate the fee and the time period covered.

Brokerage expenses and/or transaction ticket fees charged by your qualified custodians are billed directly to you by the qualified custodians. LCM does not receive any portion of such expenses or fees from you or the qualified custodians. Moreover, LCM recommends open-ended, closed-end, exchange traded funds (“ETFs”) and exchange traded notes (“ETNs”) in managing clients’ accounts. These funds and notes charge fees that are separate from and in addition to LCM’s management fee including, but not limited to, mutual fund sales loads, 12b-1 fees and surrender charges, IRA and qualified retirement plan fees, and charges imposed by the qualified custodian(s) of your account. Management fees charged by LCM are separate and distinct from the fees and expenses charged by investment company securities recommended to you. A description of these fees and expenses are available in each investment company security’s prospectus. LCM does not receive any portion of such third-party expenses or fees.

LCM and our supervised persons do not accept or receive compensation based on the sale of securities or other investment products such as asset-based sales charges or service fees from the sale of mutual funds.

Performance-based fees are defined as fees based on a share of capital gains on or capital appreciation of the assets held in a client’s account. This section is not applicable to this Disclosure Brochure because LCM does not charge or accept performance-based fees.

LCM provides investment supervisory services to various types of clients, including individuals, institutions, trusts, pensions, and profit sharing plans.

There is an investment minimum of $250,000 for new accounts in the Growth and Income & Growth strategies and $100,000 in the Peak Resources and Energy strategy. However, at its discretion, LCM may waive this investment minimum.

The Growth strategy combines a disciplined “top-down” analysis with a detailed fundamental, “bottom-up” security selection process.

LCM’s top-down analysis aims to identify macroeconomic trends that represent growth opportunities in the global economy – this macro analysis helps to determine our internal growth rates for sectors, as well as for the companies within those sectors.

A variety of data sources is used to establish relative value expectations of growth sectors that are likely to benefit from these broad themes and outperform over the next 12 to 24 months. Growth sectors are defined as those with higher potential revenue and profit growth than that of the US economy.

LCM’s top-down approach helps to focus the firm’s bottom-up security selection process into the growth sectors and industries identified by the Investment Committee. Portfolio managers identify securities from the S&P 500 and other sources that are consistent with the firm’s investment philosophy. The result of the analyses is a “watch-list” of approximately 50 companies.

The Investment Committee will perform in-depth research on these companies in order to determine the ones to be included in the Large Cap Growth model portfolio. LCM’s fundamental research process incorporates the following inputs:

LCM may negotiate advisory fees at its discretion based on the complexity of the client's situation, the relationship of the client with the investment adviser representative, and the total amount of assets under management for the client. As a result, clients with similar assets can have differing fee schedules and pay different fees. In general, the annual fees for LCM’s advisory services are as follows: