AAM Holdings, Inc. (“AAM Holdings”) is the parent company of Advisors Asset Management, Inc. (“AAM”). Sun Life Financial, Inc holds an indirect majority interest in AAM Holdings. Sun Life Financial, Inc. is a publicly traded company that is a leading international financial services organization providing asset management, wealth, insurance and health solutions to individual and institutional investors. The remaining interest of AAM Holdings is owned by current and former employees or their families of AAM. AAM is a registered broker dealer, member FINRA and SIPC, and SEC registered investment adviser. AAM provides portfolio supervisory and evaluation services to AAM-sponsored unit investment trusts (“UITs”) registered under the Investment Company Act of 1940. The terms and conditions of each UIT are set forth in their offering and governing documents. UITs are not managed funds and their portfolios are designed to remain relatively fixed. However, trusts may buy or sell securities under limited circumstances to pay expenses, issue additional units or redeem units, in limited circumstances to protect the trust, to make required distributions or avoid imposition of taxes on the trust or as otherwise permitted by the trust agreement including in cases where significant credit issues arise or where public tender offers are made with respect to portfolio securities. AAM’s portfolio supervisory services with respect to AAM sponsored UITs consists of monitoring UIT portfolios for such events and making determinations with respect to such portfolios in a manner consistent with the investment objective of the UIT, governing documents of the UIT and applicable law. Where AAM acts as evaluator to a UIT, its evaluation services consist of the valuation of each security in the trust’s portfolio on a daily basis and providing such valuations to the trustee to calculate the UIT’s daily net asset value. AAM may use certain independent pricing services in the course of providing evaluation services to the UITs. AAM has been in business since 1979. AAM Holdings, Inc. is the firm's sole shareholder. Investment Management Services to Separately Managed Accounts (hereinafter referred to as “SMA” in the remainder of this document) AAM provides continuous advice regarding investment of client funds based on the individual needs of the account holder. Once the particular goals and objectives of an account holder are established, the appropriate AAM SMA strategy is selected that most closely aligns the client objectives with the strategy objectives. AAM then manages the client portfolio to the objectives of the selected strategy and any personal account restrictions that may exist. AAM will manage advisory accounts on a discretionary basis. Account supervision is guided by account holder specific factors such as prior investment experience, current investments, income needs, risk tolerance, income objectives, and other relevant data as obtained directly from the client in our Primary Advised relationships and from the Adviser on our Sub-Advised accounts. AAM may engage a subadvisor to provide investment advice with respect to certain accounts and strategies. 5 | P a g e For our direct advised accounts, through personal discussions and a comprehensive information gathering process, each client’s investment goals and objectives are established. From this information, AAM will work with the client to determine which portfolio is suitable to their particular circumstances. AAM may, if appropriate, suggest modifications to the model or an allocation among two or more of the models to more adequately address the client's individual needs. AAM provides clients the opportunity to place reasonable restrictions on the types of investments to be held in the client's account. However, AAM reserves the right to refuse or decline the request. Clients will retain individual ownership of all portfolio securities. In addition to the client specific factors mentioned in the preceding paragraph, account supervision is also guided by the stated objectives of the client (i.e., maximum capital appreciation, growth, income, or growth and income). AAM has opened participation in certain fixed income and equity portfolios to employees. Employee accounts will be treated in the same manner in all respects as other client accounts in those strategies, but will pay a reduced employee fee. For our sub-advised accounts, AAM will work directly with the primary advisor. The primary advisor shall be solely responsible for determining the suitability of Sub-Advisor’s investment management services and the related investment strategy(ies) for each client and each account. AAM offers account management services through portfolios invested in a variety of fixed income instruments, equity, and may offer unit investment trusts on a discretionary basis. Periodically, AAM may recommend purchases and sales in the account based on shifts in the market, fluctuations in interest rates, updates in customer suitability, goals, or financial objectives, and other related changes. AAM has several strategies, each with different objectives, to offer clients multiple investment solutions to match their objectives and risk tolerances. These portfolios may consist of the following, as appropriate: individual equities, mutual funds, warrants, corporate debt securities, commercial paper, closed end funds, exchange traded funds (ETFs), bonds, municipal debt securities, structured products, notes and/or other investment products, excluding mutual funds and exchange-traded funds for which AAM also acts in the capacity of Investment Advisor. AAM will allocate the client's assets among various investments taking into consideration the objective of the strategy selected and any personal account restrictions that may exist. The mutual funds and ETFs will be selected on the basis of any or all of the following criteria as they relate to the security or its underlying index: performance history; industry sector; management style and philosophy; track record; investment objectives; composition and focus, and fee structure and expenses. Weighting among funds and market sectors is determined by the appropriate model. In order to ensure that AAM's initial determination of an appropriate portfolio continues to be suitable and that the client's account continues to be managed in a manner fitting the client's financial circumstances, AAM will maintain client suitability information in the 6 | P a g e client's file as provided by the end-client in our primary advised relationships and by the adviser in our sub-advised relationships. On a quarterly basis, AAM will notify Investment Management Services clients in writing to request updated information regarding the client's financial situation and investment objectives and whether the client wishes to impose or modify existing investment restrictions. In addition, AAM will contact our primary advised clients at least annually to determine whether there have been any changes in the client's financial situation and whether the client wishes to impose investment restrictions or modify existing restrictions. While the underlying securities in Investment Management Services client accounts are continuously monitored, each client’s account is reviewed at least annually and rebalanced as needed. If AAM believes that a reallocation is necessary, for example, if a particular investment is performing inadequately, or if AAM believes that a different investment is more suitable for the portfolio's goal, then AAM will reallocate the client’s account in accordance with the discretionary authority granted by the client. AAM currently offers the investment portfolios described below as the primary investment strategy offerings for its separately managed account program. However, AAM also manages accounts utilizing other investment strategies and securities and AAM may, from time-to-time, construct customized portfolios upon request and at its discretion. These other investment strategies and/or securities may include, but are not limited to, Convertible Debt, Structured Notes, Reverse Convertible, Derivative Debt, Inflation Linked Securities, Variable Rate Securities and Mortgage Securities. WRAP Fee Programs AAM serves as an investment manager to SMA accounts that are placed with us through various Wrap Fee Programs. AAM is not a WRAP Sponsor. AAM receives a portion of the wrap fee for services provided to wrap fee programs. Investment Portfolios Below, please find information on AAM’s Core Strategies for SMA accounts: Fixed Income Portfolios AAM’s investment process revolves around our quarterly Investment Committee meeting. The quarterly Investment Committee meeting is the primary platform for each committee member to discuss prevailing economic conditions, express an outlook on the domestic and global macroeconomic environment and discuss how these views/conditions impact the direction of the strategy. The Investment Committee derives a macroeconomic consensus and market outlook from the quarterly meeting which in turn is used to determine tactical duration exposure, credit exposures, asset type and sector/revenue source exposures. Where strategy mandates allow, we then implement appropriate exposures in compliance with the quarterly investment committee consensus. 7 | P a g e AAM’s formal investment process can be generally described through a four-step process:
• Selecting appropriate investments relative to their impact on duration relative to AAM’s tactical duration targets
• Selecting appropriate investments relative to the value which the credit exposure introduces in context AAM’s macroeconomic and related sector outlooks
• Selecting appropriate investments on a relative value basis through spread analysis, maturity, coupon, duration, and credit quality.
• Portfolio

construction techniques which aim to diversify maturity and duration exposure while also diversifying across revenue source, capital structure, geography, issue characteristics and position sizing. AAM’s investment philosophy starts with arriving at an understanding of the dynamic risks that both interest rates and credit exposure pose to fixed income portfolios and how to best manage those risks in the context of defined investment mandates. AAM believes that managing credit risk includes both proactively avoiding unacceptable levels of relative credit risk, but also seeking opportunities to uncover relative value appropriate within the context of the strategy mandates. AAM has long been an advocate for tactically managing duration exposure in an incremental and intelligent manner based upon our capital markets outlook, business and interest rate cycle outlook. Our philosophy is rooted in the fact that time in the market and cashflows are the largest contributors to long-term returns. Asset Classes – The primary asset classes are Treasury, U.S. Agencies, Municipal securities, Mortgage and Asset Backed and Corporate Obligations. Other asset classes are privately issued (144) securities, equities, closed-end funds, exchange traded funds, structured notes, reverse convertible notes, foreign/emerging market U.S. dollar denominated debt, Loan Participation and Assignments, Variable and Floating Rate Securities, Event-Linked Bonds, Convertible and Equity securities, Repurchase Agreements, When-Issued Securities and Derivatives. The account may also include other types of securities and use a variety of investment techniques and strategies, which are not described above. In the case of tax-exempt investments, the account will invest primarily in obligations of state and local municipalities, their agencies and U.S. Territories and other tax-exempt investments which may include privately issued (144) securities, closed-end funds, auction rate paper, variable and floating rate securities, notes and municipal futures. The account may invest in "private activity" bonds whose interest is a tax-preference item for purposes of the federal alternative minimum tax (“AMT”). Equity Portfolios AAM offers a number of equity strategies that use separate criteria for investment. In general, our portfolios should be considered to be concentrated as to the number of positions held in any particular strategy. Our quantitative strategies are designed to offer a 8 | P a g e strict buy and sell discipline based on factors that have historically been attractive to future investors. Each of these strategies is constrained to common stock investment and is always fully invested. While our dividend focused strategies are broadly diversified by industry sector, other quantitative strategies may not be. AAM’s technical strategy will seek attractive stocks in a limited selection of sectors deemed to be superior by management. Cash may be used to limit overall portfolio volatility in this strategy. Mutual Funds AAM provides investment advisory services pursuant to an investment advisory agreement to the AAM/Bahl & Gaynor Income Growth Fund, the AAM/Insight Select Income Fund, the AAM/HIMCO Short Duration Fund, and the AAM/Phocas Real Estate Fund (the "Funds"), all series of Investment Managers Series Trust, a Delaware statutory trust and open-end registered investment company. AAM's investment advisory services to the Fund include (i) the selection, oversight, termination and replacement of sub-advisors, (ii) ensuring quality control of the sub-advisor's investment process; and (iii) monitoring and measuring the Fund's risk and return against appropriate benchmarks and peers. Day-to- day management of the individual Fund's portfolio, selection of the Fund's portfolio investments and supervision of its portfolio transactions (subject to the general oversight of the Fund's Board and AAM) have been delegated as outlined in the below Sub-Advisor table. Fund Name Sub-Advisor AAM/Bahl & Gaynor Income Growth Fund1 Bahl & Gaynor, Inc. AAM/HIMCO Short Duration Fund Hartford Investment Management Company (HIMCO), the asset management arm of The Hartford Financial Services Group, Inc. AAM/Insight Select Income Fund Insight North America LLC AAM/Phocas Real Estate Fund2 Phocas Financial Corporation The investment advisory services provided by AAM to the Fund are governed by the terms of the Fund’s statutory prospectus, Statement of Additional Information (SAI), AAM's advisory agreement with the Fund, and AAM's sub-advisory agreement with the respective Fund’s sub-advisors. Exchange Traded Funds AAM provides investment advisory services pursuant to an investment advisory agreement to the following ETFs: 1 AAM will cease to act as investment adviser of the AAM/Bahl & Gaynor Income Growth Fund effective on about April 1, 2024, and AAM will have no relation to the Fund thereafter. 2 The AAM/Phocas Real Estate Fund’s Board has approved a Plan of Liquidation for the Fund that authorizes the termination, liquidation and dissolution of the Fund. The Fund is closed to all new investment. The Fund will be liquidated on or about April 26, 2024. 9 | P a g e Exchange Traded Funds: Ticker AAM S&P 500 High Dividend Value ETF SPDV AAM S&P Developed Markets High Dividend Value ETF DMDV AAM S&P Emerging Markets High Dividend Value ETF EEMD AAM Low Duration Preferred and Income Securities ETF PFLD AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF3 SMIG AAM Transformers ETF TRFM The AAM ETFs are series of the ETF Series Solutions Trust, a Delaware statutory trust and open-end registered investment company. AAM's investment advisory services to the Fund include (i) the selection, oversight, termination and replacement of sub-advisors, (ii) ensuring quality control of the sub-advisor's investment process; and (iii) monitoring and measuring the Fund's risk and return against appropriate benchmarks and peers. Day-to- day management of the individual Fund's portfolio, selection of the Fund's portfolio investments and supervision of its portfolio transactions (subject to the general oversight of the Fund's Board and AAM) have been delegated pursuant to a sub-advisory agreement between AAM and the Sub-Advisor the following sub-advisor for each fund: Exchange Traded Funds: Sub-Advisor AAM S&P 500 High Dividend Value ETF Vident Advisory, LLC AAM S&P Developed Markets High Dividend Value ETF Vident Advisory, LLC AAM S&P Emerging Markets High Dividend Value ETF Vident Advisory, LLC AAM Low Duration Preferred and Income Securities ETF Vident Advisory, LLC AAM Bahl & Gaynor Small/Mid Cap Income Growth ETF4 Bahl & Gaynor, Inc AAM Transformers ETF Vident Advisory, LLC The investment advisory services provided by AAM to the Fund are governed by the terms of the prospectus, AAM's advisory agreement with the Fund, and AAM's sub-advisory agreement with the Sub-Advisor. Assets Under Management As of December 31, 2022 we were actively managing $3,734,957,784 of clients’ assets on a discretionary basis and $5,227,953 on a non-discretionary basis (investment model provider). 3 AAM will cease to act as investment adviser of the AAM/Bahl & Gaynor Small/Mid Cap Income Growth ETF effective on about April 8, 2024, and AAM will have no relation to the Fund thereafter. 4 AAM will cease to act as investment adviser of the AAM/Bahl & Gaynor Small/Mid Cap Income Growth ETF effective on about April 8, 2024, and AAM will have no relation to the Fund thereafter. 10 | P a g e Business Continuity AAM has developed and maintained a comprehensive Business Continuity Plan (BCP). The BCP is an internal document that is not available to the public. AAM has summarized the BCP and created a separate document, the Business Continuity Plan Summary, which is available on AAM’s public website and is intended to provide our customers and other interested parties with information regarding our BCP. Cybersecurity Advisors Asset Management, Inc. (AAM) is critically dependent on both information and information systems. Ensuring that all employees have access to the information they need when they need it and that the information they depend on is accurate and remains confidential is paramount to the continued success of AAM. These three attributes— confidentiality, integrity and availability—are the three critical components of information security. The mission of the Information Security Team (InfoSec) is to act as a central point for information security within the organization and to establish and maintain enterprise wide information security policies, standards, and procedures. Strong policies and internal controls are only effective when employees understand both the value of AAM information and their role in securing that asset. The security of AAM information and information systems is ultimately and critically dependent on the actions of each and every employee of AAM. A key part of the AAM information security strategy is to provide ongoing Security Awareness and Cybersecurity training with the central theme that information security is everyone’s responsibility. InfoSec strives to continuously evaluate, recommend, and help implement changes to manage risk and to improve the overall security stance of the AAM network environment. This cycle of continuous improvement helps to enable all employees to work within a high- availability and secure environment, and also helps to gain and maintain the trust that our customers and business partners place in our control environment.