Wellesley Investment Advisors, Inc. (“WIA”) was founded in 1991 by Greg Miller, CPA (CEO and Portfolio Manager). Wellesley Investment Advisors, Inc. changed its name to Wellesley Asset Management, Inc. (“WAM”) effective July 1, 2016. On that date, WIA became a division of WAM. Greg Miller and Michael Miller are the majority owners of WAM and no other individual owns 25% or more of WAM. As of December 31, 2023, the amount of WAM’s regulatory assets under management managed on a discretionary basis was approximately $2,100,987,083, while the amount of WAM’s regulatory assets under management managed on a non-discretionary basis was approximately $3,347,341. Separately Managed Account Clients WAM provides discretionary investment management services to individuals (including high net worth individuals), institutions, pension, profit-sharing and other retirement plans, trusts, estates, charitable organizations, investment companies, corporations, other advisory firms, and various other entities. WAM specializes in investing in convertible bonds. In managing client accounts, WAM predominantly uses convertible securities, convertible bond and corporate bond mutual funds, synthetic notes, and structured products (including, but not limited to, index-linked notes, ETNs and ETFs). Although WAM’s advice is principally in the area of convertible securities, WAM may from time to time advise on other types of securities. Clients may impose limited restrictions on investing in certain securities or types of securities. Affiliated Funds In addition to the separate account services described above, WAM provides advisory services to mutual funds sponsored by WAM (the “Affiliated Funds”). Information concerning the Affiliated Funds, including a description of the services provided and management fees, is contained in the Affiliated Funds’ prospectus. WAM also provides advisory services to three private funds, Brenton Partners, L.P., Brenton Partners II, L.P., and Brenton Partners II (Cayman), Ltd. (the “Private Funds”), established by WAM in which WAM and some of its employees have an ownership or management interest. Additional information concerning the Private Funds can be found in their offering documents.
Wrap Programs WAM acts as sub-advisor

to certain wrap program providers (each a “Wrap Provider”). WAM is paid a management fee by the Wrap Provider based on the assets under management, which indirectly can be considered a portion of the wrap program fee. WAM is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to investment management services and investment advice provided to ERISA plan clients, including plan participants. WAM is also a fiduciary under section 4975 of the Internal Revenue Code (the “IRC”) with respect to investment management services and investment advice provided to individual retirement accounts (“IRAs”). As such, WAM is subject to specific duties and obligations under ERISA and the IRC that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice in which it has a conflict of interest, the fiduciary must either avoid or eliminate the conflict or rely upon a prohibited transaction exemption (a “PTE”). A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer's plan, if permitted, (ii) roll over the assets to the new employer's plan, if one is available and rollovers are permitted, (iii) roll over to an IRA, or (iv) cash out the account value (which could, depending upon the client's age, result in adverse tax consequences and penalties). If WAM recommends that you roll over your retirement plan assets into an account to be managed by WAM, such a recommendation creates a conflict of interest if WAM will earn new (or increase its current) compensation as a result of the rollover. When acting in such capacity, WAM serves as a fiduciary under ERISA or the IRC, or both. WAM's investment professionals will document and disclose the reasons that a recommendation to roll over assets is in the client's best interest. No client is under any obligation to roll over retirement plan assets to an account managed by us. WAM maintains policies and procedures designed to ensure adherence with the provisions under ERISA, IRC, or both.