Gemmer Asset Management LLC (“Gemmer”) has been in business since 1992. Gemmer is a 100% employee-owned business. As of December 31, 2023, its primary owners are Brian Gemmer, Charles Blankley, and Scott Gemmer. Founder and Principal, David L. Gemmer, is active in the business and is a key member of Gemmer’s management team. Gemmer manages over $1.7 billion in client discretionary assets as of December 31, 2023. Portfolio Management Services Our firm provides portfolio management services for individual clients and small businesses. Following are investment services we offer for managing individual portfolios:
• Gemmer Select
• Gemmer Premier
• Gemmer Unconstrained These investment services incorporate an asset allocation strategy consisting primarily of no-load mutual funds, and/or exchange-traded funds (ETFs). Our investment portfolios are generally limited to only these types of investment vehicles. Individual stock and bond holdings are held in a small number of client accounts; however, these holdings are incidental to our primary investment strategies. For all strategies, we hold a limited power-of-attorney to manage such assets on a discretionary basis. We use the services of the following types of Personal Financial Advisors (PFAs) to introduce our investment management services to prospective clients:
• independent contractors;
• financial planners;
• investment advisors; and/or
• registered representatives of registered broker-dealers Pursuant to Rule 206(4)-1 of the Investment Advisors Act of 1940, PFAs are compensated for endorsing our firm. Compensation is paid solely from our investment advisory fee and may result in additional charges to the client that otherwise would not have been incurred if such compensation were not paid to the PFA. Each prospective client is provided with a copy of Gemmer’s firm brochure (ADV Part 2A) and customer relationship summary (form CRS) prior to engagement, as well as written PFA Disclosure Statement which discloses the endorsement (referral) relationship between Gemmer, the PFA, and the client. There are Investment Advisor Representatives (IARs) associated with our firm. IARs perform a variety of tasks, including overseeing investment accounts, handling the day-to-day management of client accounts, and providing general investment advice to Gemmer’s clients. Sub-Advisory Engagements Gemmer serves as a sub-advisor to certain unaffiliated registered investment advisors per the terms and conditions of written sub-advisory Agreements. With respect to its sub-advisory services, the unaffiliated investment advisors that engage Gemmer’s sub-advisory services maintain both the initial and ongoing day-to-day relationship with the underlying client, including initial and ongoing determination of suitability for Gemmer’s designated investment strategies. If Gemmer is directed to use a specific custodian/broker-dealer to execute transactions, Gemmer will be unable to negotiate commissions and/or transaction costs, and/or seek better execution. As a result, an investor may pay higher commissions or other transaction costs or greater spreads or receive less favorable net prices on transactions for the account than would otherwise be the case through alternative clearing arrangements recommended by Gemmer. Higher transaction costs adversely impact account performance. The unaffiliated investment advisor provides Clients with a copy of Gemmer’s written disclosure brochure as set forth on Part 2A of Form ADV. If agreed upon in writing, Gemmer shall be permitted to debit the Client’s account for advisory fees. When Gemmer serves as a sub-advisor, the way in which fees are calculated may reflect the methodology of the client’s primary investment advisor. Fee rates, calculations, and methodology are disclosed to each client or prospective client prior to entering into a relationship with Gemmer. Consulting Arrangements Gemmer engages with unaffiliated advisors to assist with the management of all or a portion of a client’s assets per the terms and conditions of a written consulting agreement between Gemmer and the unaffiliated advisor. At all times, the unaffiliated advisor maintains both the initial and ongoing day-to-day relationship with the client, including exclusive responsibility for initial and ongoing client suitability and account performance. Client Services Our mission is to assist our clients by providing:
• unbiased, professional advice;
• a disciplined management strategy; and
• appropriate investments to meet individual goals. The following are ways in which we manage accounts based on the individual needs of each client:
• Consultation – we are available to consult about the status of a client’s account;
• Periodic Statements – custodians provide each client with a statement at least quarterly containing a description of all activity in their account during the preceding period;
• Ability to Impose Restrictions – each client has the ability to impose reasonable restrictions on the management of their account, including the ability to instruct our firm not to purchase certain mutual funds or exchange-traded funds;
• No Pooling – each client’s beneficial interest in a security does not represent an undivided interest in all the securities held by the custodian, but rather represents a direct and beneficial interest in the securities which comprise the client’s account;
• Separate Account – a separate account is maintained at a custodian for each client;
• Ownership – each client retains ownership of their account (e.g., the right to withdraw securities or cash, exercise, or delegate proxy voting, and receive transaction confirmations). Miscellaneous Items Financial Planning/Consulting Services Except for periodic retirement analyses and assistance in determining goals incidental to the investment management process, we generally do not provide comprehensive financial planning or related consulting services. Additionally, none of our employees, nor affiliated advisors, serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as the same. Certain Investment Advisor Representatives affiliated with Gemmer

provide financial planning services to clients at no additional cost to the client, as disclosed in item 10 of this Brochure. Endorsements: Introduction by Personal Financial Advisor The U.S. Securities & Exchange Commission adopted a New Marketing Rule (“The New Rule”) in May of 2021. Referral activities of registered investment advisors, previously regulated under the Cash Solicitation Rule (since rescinded), are now regulated under The New Rule. The SEC largely dropped the use of the term “solicitor” and has interpreted solicitation and referral activities as providing an endorsement. Our firm is compliant with the provisions of The New Rule. Most clients are introduced to our firm by an unaffiliated investment professional who is also referred to as a Personal Financial Advisors (PFA). If a client is introduced to our firm by a PFA, Gemmer pays a portion of its ongoing management fee to the PFA for endorsing Gemmer and for the PFA’s initial and/or ongoing services. Compensation paid to PFAs, as well as ongoing duties performed by PFAs, are disclosed to each prospective client prior to entering into an advisory agreement with Gemmer, in compliance with the Marketing Rule 206(4)-1 under the Investment Advisers Act of 1940. A PFA is exclusively responsible for: (i.) assisting the client in determining the initial and ongoing suitability for our investment strategies; and (ii.) for receiving/ascertaining the client’s directions, notices, and instructions, and forwarding them to us, in writing. Clients are responsible for communicating any such directions or instructions directly to the PFA. Gemmer may rely upon any such direction, notice, or instruction (including any information or documentation regarding client’s investment objectives, risk tolerances and/or investment restrictions). Gemmer assumes no responsibility to the client for the failure of the PFA and/or the client to timely receive/ascertain/forward/communicate any and all such directions, notices, and instructions. Client Obligations. In performing our services, we do not independently verify information received from the client or from the client’s other professionals, including the PFA; we are expressly authorized to rely on the accuracy of information provided to us. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify their PFA if there is any change in his/her/its financial situation or investment objectives. Retirement Rollovers ERISA Fiduciary Acknowledgement / DOL Rule PTE 2020-02: Effective February 16, 2021, the Department of Labor (DOL) implemented an expanded definition of “fiduciary advice.” The new definition causes RIA services previously considered non-fiduciary under ERISA to be subject to a fiduciary best interest standard of conduct. The DOL established a prohibited transaction exemption (PTE) for fiduciary advice, meant to allow advisors to provide recommendations and collect compensation for IRA rollovers as long as they comply with the requirements outlined in Rule PTE-2020-02. When we provide a rollover recommendation to Plans or IRA owners, we i.) acknowledge our fiduciary status to prospective clients and clients, ii.) provide written disclosures about the scope of our relationship and conflicts of interest, and iii.) provide prospective clients and clients with written disclosures about rollovers. Retirement Monies - Options: A client leaving an employer typically has four options (and may engage in a combination of these options): i) leave the money in his or her former employer’s plan, if permitted, ii) rollover the assets to his or her new employer’s plan, if one is available and rollovers are permitted, iii) rollover to an IRA, or iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). We may recommend an investor rollover plan assets to an Individual Retirement Account (IRA) managed by our firm. As a result, we and our representatives will earn an asset-based fee. In contrast, a recommendation that a client or prospective client leave his or her plan assets with his or her old employer or roll the assets to a plan sponsored by a new employer will generally result in no compensation to Gemmer (unless you engage our firm to monitor and/or manage the account while maintained at your employer). We have an economic incentive to encourage an investor to roll plan assets into an IRA that we will manage or to engage our firm to monitor and/or manage the account while maintained at your employer. There are various factors that we consider before recommending a rollover, including but not limited to: i) the investment options available in the plan versus the investment options available in an IRA, ii) fees and expenses in the plan versus the fees and expenses in an IRA, iii) the services and responsiveness of the plan’s investment professionals versus ours, iv) protection of assets from creditors and legal judgments, v) required minimum distributions and age considerations vi) employer stock tax consequences, if any and vii) the ability to withdraw money in an employer's plan versus an IRA. When we make recommendations, we are bound by Impartial Conduct Standards under ERISA. This means we will act in each client’s best interest; we will only charge reasonable fees, and we will be transparent and disclose conflicts of interest. No client is under any obligation to rollover plan assets to an IRA managed by our firm or to engage our firm to monitor and/or manage the account while maintained at your employer. ANY QUESTIONS: Our Chief Compliance Officer is available to address any questions that a client may have regarding the above and the corresponding conflict of interest presented by such engagement. Use of Mutual Funds Many mutual funds are available directly to the public. Thus, a prospective client can obtain many of the mutual funds that we recommend and/or utilize independent of engaging us as an investment advisor. However, if a prospective client determines to do so, he/she will not receive Gemmer’s initial and ongoing investment advisory services. We have procedures in place when purchasing mutual funds to ensure the appropriate share class is purchased for each client. We strive to provide the lowest fund cost when purchasing mutual funds for a client account.