Davidson Investment Advisors, Inc. ("Davidson Investment Advisors" or “the Firm”) is a Securities and Exchange Commission (“SEC”)-registered investment adviser. Davidson Investment Advisors is wholly owned by D.A. Davidson Companies, a financial services holding company. Davidson Investment Advisors has been conducting business since 1975 with its headquarters in Great Falls, Montana. The purpose of this Firm Brochure (“Brochure”) is to describe and disclose the services, fees, potential conflicts of interest, and other information clients should consider regarding the advisory services offered by the Firm. The information contained herein is current as of the date of this Brochure and is subject to change at Davidson’s discretion. Please retain this Brochure for your records. Caprin Asset Management (“Caprin”) operates as a division of Davidson Investment Advisors. Caprin offers fixed income portfolio management services for both institutional and individual clients. For information about Caprin’s services, please see Caprin’s Form ADV Part 2A Firm Brochure, which can be found at www.dadavidson.com/Disclosures. TYPES OF ADVISORY SERVICES The Firm offers professional portfolio management to individuals and institutions desiring investments in equity, fixed income, and multi-asset products. The advisory services offered by Davidson generally include portfolio management related account services. These advisory services are offered through the following types of programs:
• A direct relationship with Davidson Investment Advisors, with full investment and trading discretion.
• A subadvisor to other investment advisers or broker-dealers, with full investment and trading discretion. This includes participation in wrap fee programs sponsored and administrated by D.A. Davidson & Co. (a related person and broker-dealer subsidiary of D.A. Davidson Companies) and unaffiliated parties (the “Sponsors”).
• A model provider to other investment advisers or broker-dealers for equity strategies. As a model portfolio provider, Davidson Investment Advisors monitors and updates the model portfolios; the investment advisers or broker-dealers are then responsible implementing the model portfolios for their clients and adjusting the model portfolio as recommended by the Firm. Davidson Investment Advisors does not have any trading authority over the third-party investment adviser’s clients’ assets invested in such model portfolios.
• Investment adviser to the Davidson Multi-Cap Equity Fund (the “Fund”, which is a fund of the Adviser Series Trust ("Trust"). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company with multiple series. U.S. Bank Global Fund Services acts as the Fund's administrator and provides accounting and transfer agency services. In addition, Davidson Investment Advisors offers discretionary and non-discretionary advisory services to direct clients via our own sponsored Wrap Fee Program. In this Wrap Fee Program, the Firm acts as your investment adviser, and brokerage services (such as trade execution and custody services) are provided by our affiliated broker-dealer, D.A. Davidson & Co. for a single “wrap fee.” Conversely, in a non-wrap fee program, Davidson acts as your investment adviser and brokerage services (such as trade execution and custody services) are negotiated by you with the account custodian and paid separately. For a complete description of Davidson Investment Advisors Wrap Fee Program, clients should refer to the Firm’s Form ADV Part 2A Appendix 1: Wrap Fee Program Brochure. To receive a copy of this wrap brochure, contact us at 800-332-0529 or [email protected]. Davidson offers four primary investment strategies: Equity Income, Multi-Cap Equity, Intermediate Taxable Fixed Income, and Intermediate Municipal Fixed Income. Regardless of the type of program, the Firm’s advisory services are provided, portfolios utilizing the same investment strategy are constructed and managed similarly. Portfolio Construction and Composition. Davidson Investment Advisors can use a variety of investments, including stocks, bonds, mutual funds, and ETFs, among others, to build a portfolio of diversified holdings; the Firm will use all or a subset of these investments to construct the client’s portfolio. The Firm can provide diversification through exposure to different asset classes (such as equities, fixed income, and alternative investments). More information on the methods of analysis for investment strategies undertaken in the Discretionary Program is provided in Item 8 below. Monitoring and Rebalancing. Davidson Investment Advisors reviews the portfolios quarterly and considers whether, based on market fluctuations and other factors, rebalancing a client’s portfolio is appropriate. Once changes are deemed appropriate, they are implemented in the client’s account at the Firm’s discretion without prior notice to the client (including regarding the timing of these changes). Reasonable Investment Restrictions. Subject to the agreement with Davidson Investment Advisors, the Firm may implement reasonable restrictions on the securities or types of securities held in the client’s account upon request, including directing Davidson Investment Advisors to not purchase or liquidate certain securities in their account. Each request for an account restriction must be communicated in writing to Davidson Investment Advisors and will be considered in accordance with the Firm’s policies and procedures and must be approved by Davidson Investment Advisors in its sole discretion. This option, however, is not intended to permit a client to direct the purchase of certain securities or types of securities in their account. If the request for restrictions is deemed reasonable by Davidson Investment Advisors, the Firm will select replacement securities as appropriate. Note that restrictions placed on an account may positively or negatively affect account performance and may cause the account to perform differently (including worse) than a like account with no restrictions. Restrictions cannot be placed on securities issued by pooled investment vehicles held in a client’s account (e.g., mutual funds, exchange traded funds, etc.). Tax Overlay Service. For taxable accounts that select Davidson Investment Advisors’ Tax Overlay service, the Firm will seek to harvest the tax losses in a client’s account to the extent consistent with the selected investment strategy. The Firm will strategically sell relevant securities in your account with unrealized losses. When Davidson Investment Advisors sells this security, it may enable the client to offset taxes on both capital gains and a limited amount of ordinary income. When implementing the Tax Overlay service, Davidson Investment Advisors will harvest tax losses with respect to securities it has recommended, and not necessarily based on other positions in the client’s account. The Firm will review the positions in the client’s account for tax losses on a quarterly basis; the Firm may change this frequency from time to time without notice. Davidson Investment Advisors’ goal is not to maximize overall losses either in the client’s account or across all of a client’s accounts (managed by the Firm or elsewhere), as the Firm will not necessarily sell all securities with unrealized losses in a particular client account and will also not necessarily sell securities with the greatest aggregate losses in a particular client account. Davidson Investment Advisors will only sell those securities with unrealized losses that it determines are appropriate to be sold at the time. Proceeds from positions sold to harvest losses will be held in cash or an ETF until “wash sale” windows expire. Client-Directed Tax Harvesting. For taxable accounts, Davidson Investment Advisors will also accept instructions to harvest a specific amount of tax losses or gains, subject to such limitations and procedures as the Firm may establish from time to time. Instructions to harvest tax losses must be provided in writing in the manner prescribed by the Firm. Davidson Investment Advisors will reasonably attempt to fulfill these instructions but may determine that a request is not feasible for a variety of reasons, including but not limited to, the size of the request. Any proceeds from such tax loss sales will be held in cash and will not be reinvested in substitute securities, unless otherwise instructed, which may affect the performance of the account. Tax-Aware Transition Service. For new accounts coming under Davidson Investment Advisors’ management, the Firm offers a Tax-Aware Transition service, whereby Davidson Investment Advisors facilitates tax-optimal transitions of legacy security positions into target investment strategies. This service includes discretionary implementation of trades to maintain with reasonable precision the specified asset allocation of the selected investment strategy, while realizing capital gains associated with legacy positions over multiple (generally 2-3) tax years. Additional Information Regarding Tax-Related Services. If clients and/or their spouse have other taxable or non-taxable accounts, and the client holds in those accounts any of the securities held in your Davidson Investment Advisors managed account, clients should not buy any security sold at a loss for a period of at least 30 days before or after the Firm sells those same securities as part of a tax-related service offered by the Firm to avoid the possible application of the “wash sale” rules. Clients are responsible for monitoring their (and their spouse’s) accounts both under and outside of Davidson Investment Advisors’ management to ensure that transactions in the same security or a substantially similar security as the one traded in the client’s account managed by the Firm do not create a wash sale. A wash sale is the sale at a loss and purchase of the same security or substantially similar security within 30 days of each other. If a wash sale transaction occurs, the IRS may disallow or defer the claimed loss for tax reporting purposes. More specifically, the wash sale period for any sale at a loss consists of 61 calendar days: the day of the sale, the 30 days before the sale, and the 30 days after the sale. The wash sale rule has the effect of disallowing or postponing losses on a sale if a replacement security is bought within these time periods. If a client has multiple household accounts

under Davidson Investment Advisors’ management, the Firm will not monitor other household accounts, nor will it monitor any accounts for members of a client’s household maintained outside the Firm’s management, to ensure that transactions in the same security or a substantially similar security do not create a wash sale. For more information on the wash sale rule, please read IRS Publication 550. Whether Davidson Investment Advisors’ tax-related services are effective in reducing a client’s overall tax liability will depend on the client’s entire tax and investment profile, including purchases and dispositions in the client’s (or their spouse’s) accounts outside of Davidson Investment Advisors’ management, the nature of the client’s investments (e.g., taxable or nontaxable) and their respective holding period (e.g., short-term or long- term). Davidson Investment Advisors will monitor only the account(s) opting into the tax-related service to determine if there are unrealized losses for purposes of determining whether to harvest losses. Transactions in any account other than a client’s account, any accounts outside of the Firm’s management, or even additional Davidson Investment Advisors-managed accounts may affect whether a loss is successfully harvested. Moreover, in determining whether and how to harvest tax losses, the Firm relies on various assumptions about the tax posture of a typical investor, which assumptions may or may not correspond with the client’s actual circumstances. Davidson Investment Advisors does not employ tax professionals and has not and will not provide tax advice to clients. No employee of Davidson Investment Advisors is qualified or permitted to provide tax advice. Clients should consult a tax professional for specific tax advice and specifically regarding the tax consequences of investing with Davidson Investment Advisors and engaging in tax-related services based on their particular circumstances. No feature of, interaction with, description of, or action taken in accordance with the Firm’s management, including tax-related services, represents a tax strategy in the context of a client’s individual tax situation and should not replace or supplement the advice of a personal tax advisor. Davidson Investment Advisors is not responsible for ensuring that clients accurately report the trading activity in their account to the IRS or any other relevant taxing authority. The Firm is not responsible to clients for the tax consequences of any transaction in a managed account. Davidson Investment Advisors makes no warranties or guarantees that the tax consequences described herein or in any materials provided to clients in respect to your managed account will be achieved. The Firm also makes no warranty or guarantee that the IRS or other relevant taxing authorities will not challenge the tax consequences of its trades, nor that any such challenge will not be successful. If the IRS is successful in its claim that one or more transactions executed pursuant to the Program were wash sale transactions, any loss recognized on such transactions may be deferred or disallowed, and clients may be subject to the imposition of interest and penalties on such transactions. ASSETS UNDER MANAGEMENT As of March 31, 2024, Davidson Investment Advisors, including its Caprin division, managed approximately $4.5 billion in assets on a discretionary basis and $40 million on a non-discretionary basis. Additionally, the Firm provides several investment strategies via a model-based solution to other investment advisers. As of March 31, 2024, Davidson Investment Advisors, including its Caprin division, serviced approximately $1.2 billion in model-based assets, which is not included on the Firm's ADV Part 1. SCOPE OF SERVICES AND APPLICABLE STANDARDS OF CARE Advisers Act Fiduciary Duty. As a registered investment adviser, Davidson Investment Advisors is subject to a fiduciary duty under the Investment Advisers Act of 1940 (the “Advisers Act”), which includes both a duty of care and a duty of loyalty (referred to in this Brochure as the “Advisers Act Fiduciary Duty”). This means that the Firm is required to act in the client’s best interest when providing investment advice and managing client accounts. The duty of care requires, among other things, for Davidson to seek best execution and to provide advice that is in the client’s best interest based on the client’s investment objectives, risk level, investment time horizon, financial information and other circumstances (collectively, client’s “Investment Profile”) or mandate. The duty of loyalty requires the Firm to eliminate or mitigate material conflicts of interest with clients, and to provide full and fair disclosure of such conflicts of interest. The duty also requires Davidson Investment Advisors to provide ongoing monitoring of clients’ accounts and its recommendations in advisory accounts. Special Rules for Retirement Accounts. When it comes to retirement and other qualified accounts, including employer-sponsored plans (“plans”), individual retirement accounts (“IRAs”), SEP IRAs, SIMPLE IRAs, Keogh plans, Coverdell educational savings accounts, and other similar accounts (collectively, “retirement accounts”) our fiduciary status is highly technical and dependent on the particular services Davidson Investment Advisors is providing. The Firm is subject to an additional fiduciary obligation under Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) and/or the Internal Revenue Code (the “Code”), which are laws governing retirement accounts (such fiduciary obligations referred to in this Brochure as the “DOL Fiduciary Duty”). These laws limit the types of products and services the Firm can offer and provide when the Firm acts as a fiduciary to client’s retirement accounts. Any discussions to open, rollover or transfer assets to a Davidson Investment Advisors retirement account are not reasonably intended to be viewed or construed as an individualized/personalized suggestion for a client to take a particular course of action with respect to their retirement accounts (“General Information and Education”), and may also include:
• General Information and Education about the financial markets, asset allocations, financial planning illustrations and the advantages and risks of particular investments;
• General Information and Education materials about issues and alternatives that should be considered when deciding whether to roll out or transfer retirement account assets to the Firm;
• Transfers of retirement assets held at a financial service company other than the Firm (including directly with an investment product sponsor);
• Recommendations about investments in accounts that are not retirement accounts (i.e., taxable accounts);
• Transactions clients enter into without a recommendation from Davidson or that are contrary to, or inconsistent with, their recommendation;
• Ongoing recommendations of securities or other transactions or discretionary investment advice, except as otherwise agreed to in writing in any applicable agreements or disclosures;
• Recommendations or investment advice that the Firm provides to clients with respect to an account that they have at the Firm, which clients choose to implement in another account or at another financial services company without the Firm’s written consent; and
• Recommendations that are not fiduciary “investment advice” as defined in Department of Labor regulation section 2510.3-21 (i.e., investment advice for a fee or other compensation rendered on a regular basis pursuant to a mutual understanding that such advice will serve as a primary basis for client’s investment decision, and that will be individualized to the particular needs of client’s retirement account). The Best Interest Standard and Reasonable Compensation. The best interest standard under both the Advisers Act Fiduciary Duty and the DOL Fiduciary Duty does not require that Davidson Investment Advisors guarantee the performance of any investment or that client’s investment objectives will be achieved. In addition, the Firm may provide recommendations and take actions in connection with the accounts of other clients that may differ from the recommendations and services provided to client. There may be times when Davidson Investment Advisors is legally prohibited from making a recommendation that may be otherwise considered to be in client’s best interest, such as due to insider trading. Client understands any recommendations the Firm makes will reflect the information client provides to the Firm about their investment objectives, risk level, investment time horizon, financial information and other circumstances and Davidson Investment Advisors will not be responsible for any information client omits or fails to provide, including changes thereto. The Firm’s recommendations and advice will also reflect any limitations client imposes, including through applicable investment restrictions and guidelines. Clients are responsible for notifying Davidson Investment Advisors if their investment objectives, risk tolerance and financial circumstances change. Davidson Investment Advisors will not be responsible for clients’ decision to invest or transfer their IRA; clients assume the risk of such decisions. Reasonable compensation under the DOL Fiduciary Duty has been determined based on the compensation paid or received in an arm’s-length transaction considering the nature and extent of all services (including products, features and benefits) provided. This standard does not require Davidson Investment Advisors to offer its services at the lowest cost, or for the least compensation, in the marketplace, or that it offers its services to clients at the same or lower cost or compensation levels than it offers to other clients, including similarly situated clients. Certain clients may have negotiated lower fees and compensation for their accounts than those that apply to client’s Program account. By entering into an agreement with Davidson Investment Advisors, client agrees that they believe the fees and other compensation payable for the Firm’s services are reasonable in light of the totality of the services provided. If client decides not to use all or some of the services made available, client agrees the Firm has no obligation or responsibility to reduce or lower its fees and compensation during the period those services are available. If client wants to change the services the Firm makes available to them or have any concerns regarding the level of fees their retirement account pays or Davidson Investment Advisors’ compensation, clients should contact the Firm immediately.