Formed in 1981, Towle is an independently owned asset manager registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940. Towle is organized as an S- Corporation and its principal owner is Christopher D. Towle, President, Chief Executive Officer, and Portfolio Manager. Since inception, various members and affiliated entities of the Towle family have owned and continue to own 100% of the firm. Towle manages public equity portfolios for families and institutions on a fully discretionary basis. The firm specializes in a value investment discipline designed to uncover significant discrepancies between stock market prices and underlying company values. This search for value generally leads to segments of the market that are overlooked by many asset managers at the time of purchase. For investors with a long-term investment horizon seeking capital appreciation in excess of stock market returns, the Towle value investment approach may appreciably diversify their scope of investment and complement core equity allocations. In general, Towle manages a flagship small capitalization (cap) value strategy whereby client portfolios are managed on a “pari-passu” basis to the strategy’s model portfolio, meaning that they are managed together and in the same style. However, Towle does work with clients to accommodate client-specific guidelines. Investors can participate in the flagship strategy via separately managed accounts, wrap fee programs, model delivery programs, pooled investment vehicles, investment companies registered under the Investment Company Act of 1940 (“Registered Mutual Funds”) and the Undertakings for Collective Investment in Transferable Securities directive (“UCITS Funds”). Towle manages the assets of the pooled investment vehicles, Registered Mutual Funds and UCITS Funds based on their specific investment objectives and restrictions, as outlined in their respective prospectuses and statements of additional information, rather than on the individual needs and objectives of the individual shareholders. Towle Services to Separately Managed Accounts The majority of Towle’s clients access discretionary investment services through separately managed accounts. Certain clients receive our investment advisory services through “dual contract” and “single contract wrap fee” programs (the “Programs”) sponsored by unaffiliated broker-dealers or registered investment advisers (“Program Sponsors”). Towle contracts directly with each Program Sponsor’s client in “dual contract” programs. Towle contracts only with the Program Sponsor in “single contract” programs, under which an all- inclusive (or "wrap") fee is paid by the client to the Program Sponsor. The Program Sponsor then remits a portion of the fee collected to Towle for providing investment advisory services. In these Programs in which Towle participates, the Program Sponsor typically:
• Provides custody, tax reporting, client reporting, trading commissions, performance monitoring and other services;
• Assists the client in defining the client's investment objectives based on information provided by the client and provides the client with the opportunity to impose reasonable restrictions on management of the account;
• Determines whether the fee arrangement is suitable for the client;
• Aids in the selection of an investment adviser to manage the account (or a portion of its assets);
• Periodically contacts the client to ascertain whether there have been any changes in the client's financial circumstances or objectives that warrant a change in the arrangement or the manner in which the client's assets are managed, whether the client wishes to impose reasonable restrictions (or additional reasonable restrictions) on the management of the account or reasonably modify existing restrictions;
• Ensures that personnel who are

knowledgeable about the account are reasonably available to the client for consultation. Towle Services to Private Investment Funds Towle serves as the investment manager and general partner of Towle Capital Partners, L.P. (“TCP”) and as the investment manager of Towle Evolution Fund, a master-feeder fund structure (“TEF”), and together, the “Partnerships”). Towle Fund Management LLC, an entity affiliated with Towle & Co, serves as the general partner of TEF. Towle also serves as a sub-advisor to an unaffiliated private fund. Any reference to the Partnerships within this Form ADV Part 2A shall not constitute an offer to sell or the solicitation of an offer to buy interests in the Partnerships. A private placement of securities may only be made in conjunction with the respective offering documents of the Partnerships. Towle Services to Registered Mutual Funds and Other Institutions. Towle serves as investment manager to the Towle Deep Value Fund, a Registered Mutual Fund, which is a series of the Investment Managers Series Trust. Towle also provides a customized version of its small cap value strategy to an institutional investment manager. Through this relationship Towle serves as a sub-advisor to an unaffiliated, Registered Mutual Fund, a portfolio manager to foreign UCITS Funds, and provides non-discretionary advice in a model delivery program. In this model delivery program, Towle provides the Sponsor with a Model to assist them in the development of one or more portfolios that the Sponsor may determine to be suitable for its clients. Model-delivery program clients are clients of the Sponsor, not Towle. In providing a Model, Towle generally uses the same sources of information and investment/research personnel used to manage other client accounts. Please refer to Item 12 for more information regarding the communication and delivery of the Model to the Sponsor. References to “client” throughout this ADV Part 2A include separately managed account clients, private funds, registered mutual and UCITS funds, and other institutions, as described above. IRA Rollover Recommendations For purposes of complying with the DOL’s Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”) where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put our financial interests ahead of yours when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that we give advice that is in your best interest;
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Regulatory Assets Under Management As of December 31, 2023, Towle managed assets with a market value of $879,341,384 on a discretionary basis and $0 assets under management on a non-discretionary basis.