Toews Corporation doing business as Toews Asset Management (“Toews”, “us”, “our” or “we”) is an SEC- registered investment adviser with its principal place of business located in New Jersey. Toews began conducting business in 1994. Phillip Ray Toews is the Chief Executive Officer and sole shareholder of Toews. Toews offers the following services:
• Toews Sponsored Advisory Programs: Discretionary investment advisory services offered through separately managed account programs sponsored by Toews.
• Third-Party Sponsored Advisory Programs: Discretionary and non-discretionary investment advisory services, including model portfolio management, offered through separately managed account programs sponsored by third-parties.
• Investment Companies: Investment management services for mutual funds and exchange-traded funds.
• Behavioral Investing Institute: Coaching and consulting services offered to financial services professionals.
• Echo Trading Platform: Toews model portfolios are available for subscribers to the Echo Platform. TOEWS SPONSORED ADVISORY PROGRAMS Our firm sponsors two separately managed account programs under which Toews provides discretionary investment advisory services. Our programs are the i-Vest program (“i-Vest”) and the Investment Risk Management Services program (“IRMS”). Each program offers access to a portfolio of securities based on model portfolios created by Toews that are designed to meet a range of investment objectives. Each model portfolio has a different asset allocation and volatility profile that corresponds to the relevant investment objective. We manage i-Vest and IRMS advisory accounts on a discretionary basis. Account supervision is guided by the client's stated objectives (e.g., maximum capital appreciation, growth, income, or growth and income). The IRMS Program is a legacy program that is no longer being marketed or offered to new clients though Toews continues to service existing clients. Each of the programs is discussed in more detail below. i-Vest Program The model portfolios in i-Vest is principally comprised of shares of no-load mutual funds and exchange-traded funds (“ETFs”) that are managed by Toews (“Toews Funds”). The Toews Funds execute an investment strategy or hedge by entering into derivative contracts such as futures, swaps, and options contracts which can be riskier than traditional investments. Toews employs a tactical strategy by investing in a combination of securities and derivatives. In an attempt to limit risk during unfavorable market conditions, there are periods when Toews will take significant positions in cash or cash equivalents such as money market funds, commercial paper, and other money market instruments. This tactical strategy is generally implemented through the Toews Funds, but in certain circumstances Toews will implement its model portfolios by investing in individual securities. Clients in need of tax deferral can choose to use the i-Vest program in conjunction with an annuity. In the case of an annuity, Toews will invest the annuity sub-accounts in those investment products available through the annuity provider, rather than Toews Funds. Investor Profile Questionnaire and Client Selection of a Portfolio. Toews has developed a number of model portfolios available through i-Vest. To help the client identify which portfolio would be appropriate, the client is asked to complete an investor profile questionnaire (“Investor Profile Questionnaire”), which asks for information regarding the client's financial situation, investment objectives, financial goals, tolerance for risk, and investment time horizon, among other characteristics. Clients are matched with a particular model portfolio based on their responses to the Investor Profile Questionnaire. Each client selects a model portfolio within i-Vest at their discretion in consultation with a representative (“Client Advisor”) from an independent broker-dealer or investment advisory firm (referred to as the "Financial Intermediary"). Each client engages a Client Advisor as an investment adviser to advise the client regarding i-Vest considering the client’s investment needs and objectives, determine the suitability of i-Vest, and help select the appropriate i-Vest investment portfolio. A Client Advisor will complete and monitor a client’s written financial plan. The Client Advisor will answer any questions the client may have about Toews. The Client Advisor is not employed by or associated with Toews. Under the Discretionary Investment Advisory Agreement, Toews compensates the Financial Intermediary for its representative serving as Client Advisor to the client. The Financial Intermediary shares its compensation with the Client Advisor. If the client is not referred to Toews through a Financial Intermediary, Toews serves as the point of contact for the client for discussions regarding the client’s needs and assists the client in responding to the investor profile questionnaire. Toews will Manage Portfolios on a Discretionary Basis to Maintain and Reflect Characteristics of the Model Portfolios. Upon Toews’s receipt of all account documents in proper form and receipt by the designated Qualified Custodian of the client's funds, Toews will invest client's account so as to reflect the model portfolio the client chose from i-Vest. Toews will manage the client's account so that it continues to reflect the characteristics of the model portfolio, subject to any reasonable restrictions (or special instructions) that the client may impose on the management of their account. Toews will Invest Primarily in Affiliated Mutual Funds and ETFs. Clients should understand that the investment strategies available through i-Vest program is invested primarily (in some cases, up to 98%) in Toews’ Funds. Toews employs a proprietary tactical risk management strategy that is not generally available through other funds. In addition, it would be difficult for Toews to implement its tactical risk management strategy directly through individual securities in smaller accounts due to the number of assets required for options and/or futures strategies. It is also much less efficient to implement tactical management directly through individual securities because of the associated trading costs. As a result, clients should expect that Toews will implement its strategies in i-Vest program by investing in Toews Funds. However, in limited situations where the Toews Funds are not available through a particular program or platform, Toews may determine in its sole discretion that it is more appropriate to invest an account in individual securities. Additionally, where the model portfolio is created by a third-party manager, i.e., the strategy is implemented using the unaffiliated third-party manager’s mutual funds or ETFs. Clients should not invest in the i-Vest program unless they are comfortable holding an investment portfolio that is comprised almost exclusively of Toews Funds. For more information about the Toews Funds and Toews’s related conflicts of interest, please refer to Item 10. For important information about each Toews Fund and ETF, including investment objectives, risks, charges, and expenses, clients should read each fund’s prospectus carefully and consider all the information provided before investing. To obtain a prospectus, please visit www.toewscorp.com/mutual-funds and www.toewsetfs.com. Changes in the Client's Circumstances Must be Communicated Promptly. It is the client’s responsibility to ensure that the information provided in response to the Investor Profile Questionnaire or otherwise to the Client Advisor, or Toews if there is no Client Advisor assigned to the client, is accurate and complete, both at the time of account opening and on an ongoing basis thereafter. Clients are advised that, as a result of any change in their personal circumstances, financial situation, investment goals or objectives, or tolerance for risk, the characteristics of the selected portfolio are no longer suitable for the client, the client should contact the Client Advisor or Toews, if there is no Client Advisor assigned to the client, promptly in order to identify another portfolio that meets the client's needs. Investment Risk Management Services Program (IRMS) The IRMS Program is a legacy program that is no longer offered to new clients. The IRMS Program is available solely to existing clients who are invested in variable annuities. The model portfolios in the IRMS Program are allocated exclusively to sub-accounts and/or mutual funds available through the variable annuities’ providers. From time to time, the IRMS portfolios may also invest in short-term, liquid investments, including cash, money market funds, and other commercial paper, as and when we deem appropriate based on market conditions or other factors. IRMS Program accounts are maintained with the issuers of variable annuities with which Toews has established relationships including broker-dealers, trust companies, or other institutional custodians.

THIRD-PARTY SPONSORED ADVISORY PROGRAMS Toews also provides discretionary and non-discretionary investment advisory services, including providing model portfolios as a strategy available to other investment advisers, through separately managed account programs sponsored by third parties (“Sponsors”). In those situations where Toews provides discretionary advice, it will have responsibility for managing the underlying client accounts in accordance with its model portfolios, subject to any reasonable restrictions (or special instructions) that the client may impose on the management of their account. In situations where Toews provides model portfolios, Toews continuously reviews, supervises and updates the model portfolios pursuant to agreements with each Sponsor. However, Toews does not implement the model portfolios on behalf of client accounts, and does not have access to information about the underlying clients in the Sponsor’s programs. Please refer to each Sponsor’s Form ADV Part 2A, Form CRS, WRAP Brochure, or other disclosure documents, for additional information about the services offered, costs and expenses through each Sponsor’s program. Sponsor will Invest Primarily in Affiliated Mutual Funds and ETFs. Clients should understand that the Toews strategies available through third-party sponsored advisory programs are invested primarily in Toews Funds. Toews employs a proprietary tactical risk management strategy that Toews believes is unique. Toews utilizes Toews’ Funds and ETFs as it would be difficult for Toews to implement its tactical risk management strategy directly through individual securities with smaller accounts due to the number of assets required to implement Toews’ options and/or futures strategies. It is also much less efficient to implement tactical management directly through individual securities because of the associated trading costs. As a result, clients should expect that the Sponsor will implement its strategies by investing in Toews Funds, except in limited situations where the Toews Funds are not available through a particular program or platform, where Toews determines in its sole discretion that it is more appropriate to invest an account in individual securities, or where a Sponsor restricts investments in affiliated mutual funds and/or ETFs. Clients should not invest in the Third-Party Sponsored Advisory programs unless they are comfortable holding an investment portfolio that is comprised almost exclusively of Toews Funds. For more information about the Toews Funds and Toews’s related conflicts of interest, please refer to Item 10. For important information about each Toews Fund and ETF, including investment objectives, risks, charges, and expenses, clients should read each fund’s prospectus carefully and consider all the information in it before investing. To obtain a prospectus, please visit toewscorp.com/mutual-funds and www.toewsetfs.com. Toews does not sponsor wrap fee programs. However, certain of the Sponsor programs Toews participates in are wrap fee programs. Each Sponsor has different requirements for how the model portfolios offered through their programs should be structured, particularly with regard to allocation of mutual funds versus ETFs. The model portfolios Toews offers through the Sponsors’ programs are subject to these constraints. As a result, there will be differences between the composition and performance of accounts managed based on similar models offered through different Sponsors, or as compared to Toews’s model portfolio services. These differences are beyond Toews’s control and oversight because they are based on constraints determined by the Sponsors. Toews also offers a Premier Advisor Service (“PAS”) as an add-on service to any current advisor who utilizes the Toews funds or model strategies to assist with attribution analysis of portfolios the advisors manage. The PAS is intended to provide advisors with an efficient means to gather all the qualitative and quantitative updates on all their underlying managers (both Toews and non-Toews strategies/funds). The PAS is offered under Toews brand and the service consist of one quarterly call, attribution analysis and other support regarding the communications such as talking points. There is no additional charge for this service. INVESTMENT MANAGEMENT SERVICES OFFERED TO INVESTMENT COMPANIES Toews serves as the investment manager to the Toews Funds noted below and continuously manages the various funds’ assets based on the investment goals and objectives as outlined in each of the funds’ prospectuses. Interested investors should refer to the funds’ prospectuses and Statements of Additional Information ("SAI") for important information regarding objectives, investments, time-horizon, risks, fees, and additional disclosures. These documents are available on-line at www.toewscorp.com/mutual-funds and www.toewsetfs.com. Prior to making any investment in the Toews Funds below, investors and prospective investors should carefully review these documents for a comprehensive understanding of the terms and conditions applicable for investment in each Toews Fund. We currently provide advisory services to the following Toews Funds:
• Toews Hedged Oceana Fund;
• Toews Tactical Income Fund;
• Toews Hedged U.S. Fund;
• Toews Hedged U.S. Opportunity Fund;
• Toews Unconstrained Income Fund;
• Toews Tactical Defensive Alpha Fund;
• Toews Agility Shares Managed Risk ETF; and
• Toews Agility Shares Dynamic Tactical Income ETF. The Toews Funds are offered within a series of the Northern Lights Fund Trust, an open-end investment management company. Toews makes investment decisions for the Toews Funds and continuously reviews, supervises and administers the various Toews Funds’ investment programs. These management services are provided by a team of Toews’ investment professionals, based on an analytical model designed by Toews. No one person is primarily responsible for making investment recommendations to the team. Toews Fund strategies are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include the following securities:
• Exchange-listed securities
• Securities traded over-the-counter
• Corporate debt securities (other than commercial paper)
• Commercial paper
• Municipal securities
• Mutual fund shares
• United States governmental securities
• Futures contracts on tangibles
• Futures and option contracts on equity and/or bond indices BEHAVIORAL INVESTING INSTITUTE (BII) Toews’ Behavioral Investing Institute is a research and training organization designed for investment professionals — both associated persons of investment advisers and registered broker-dealer representatives. Through the Toews investment philosophy, sponsoring research on client and advisor decision making, and conducting literature reviews, the Behavioral Investing Institute strives to synthesize the behavioral science discipline and apply findings practically to the investment professional’s field. To apply the behavioral science methodologies practically, BII consults with various investment professionals and provides them tools and resources to utilize in the Advisor-Client relationship. Investment professionals who are BII clients can, in turn, apply skills learned in the BII program to their own client relationships, as well as recommend their clients invest in other services or products that Toews provides. Toews provides investment professionals discounts based on whether the investment professionals refer their clients to Toews or leverage Toews’s model portfolios or other products and services in their own client relationships. These discounts can be available, in certain instances, to Financial Intermediaries with which these investment professionals are affiliated. Therefore, the BII program can be a source of direct or indirect referrals, resulting in a conflict of interest in terms of how Toews focuses on its offerings as part of the BII program. Toews also makes the BII program available through relationships with other investment advisers and not for profit trade and education associations. ECHO-TRADING PLATFORM Toews began participating in the Perfectna Echo-Trading Platform. The platform enables consumers a digital means to choose to subscribe and copy or “echo” the trades of Toews’ proprietary model portfolio(s). The consumers that subscribe and “echo” the trades on the Platform are known as “Subscribers”. AMOUNT OF MANAGED ASSETS As of December 31, 2023, we manage $998,895,518 in client assets on a discretionary basis and $0 in client assets on a non-discretionary basis. In addition, we provide non-continuous advisory services to approximately $750 Million in client assets under advisement.