IMPACT INVESTORS

Item 1: Cover Page Form ADV Part 2A Firm Brochure 548 Market St. #82444 San Francisco, CA 94104-5401 (888) 463-6861 March 27, 2026 theimpactinvestors.com This Brochure provides information about the qualifications and business practices of Impact Investors, Inc., “Impact Investors.” If you have any questions about the contents of this Brochure, you should contact us at (888) 463-6861. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Impact Investors, Inc. is registered as an Investment Adviser with the SEC. Registration of an Investment Adviser does not imply any level of skill or training. Additional information about Impact Investors is available on the SEC’s website at www.adviserinfo.sec.gov which can be found using the firm’s CRD number 289028.  Item 2: Material Changes Impact Investors has made the following material changes since its last updating amendment dated March 28, 2025 • • • Items 4 and 5 have been retiled and redescribed for greater clarity. Items 8 and 17 have been reorganized for greater clarity. Item 13 now discusses the use of third-party service providers for account review. 2  Item 3: Table of Contents Item 1: Cover Page .................................................................................................................................. 1 Item 2: Material Changes......................................................................................................................... 2 Item 3: Table of Contents ........................................................................................................................ 3 Item 4: Advisory Business ........................................................................................................................ 4 Item 5: Fees and Compensation............................................................................................................... 6 Item 6: Performance-Based Fees and Side-By-Side Management ............................................................. 8 Item 7: Types of Clients ........................................................................................................................... 9 Item 8: Methods of Analysis, Investment Process and Risk of Loss ........................................................... 9 Item 9: Disciplinary Information ............................................................................................................ 12 Item 10: Other Financial Industry Activities and Affiliations ................................................................... 13 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............... 14 Item 12: Brokerage Practices ................................................................................................................. 15 Item 13: Review of Accounts ................................................................................................................. 18 Item 14: Client Referrals and Other Compensation ................................................................................ 18 Item 15: Custody ................................................................................................................................... 19 Item 16: Investment Discretion.............................................................................................................. 19 Item 17: Voting Client Securities ............................................................................................................ 19 Item 18: Financial Information ............................................................................................................... 20 3  Item 4: Advisory Business Description Of Advisory Firm Impact Investors, Inc. is registered as an Investment Adviser with the SEC. We were founded in December 2014 and became independently registered as an investment adviser in February 2018. Shane Yonston and Catherine Woodman are the principal owners of Impact Investors. Impact Investors’ Assets Under Management as of December 31, 2025 were $318,228,152. Of these assets, $279,809,783 are discretionary and $38,418,369 are non-discretionary. Types of Advisory Services Investment Management Services ‐ We are in the business of managing individually tailored, prudently diversified investment portfolios that seek to have measurable positive impacts in the world alongside competitive financial returns. Our firm provides continuous and regular advice regarding the investment of client funds based upon the individual needs of each client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's personal investment policy or an investment plan with an asset allocation target and create and manage a portfolio based upon that policy and allocation target. During our data gathering process, we determine the client’s individual objectives, social and environmental impact preferences, time horizons, risk tolerance, and liquidity needs. We may also review and discuss a client’s prior investment history, as well as family composition and background. Ongoing account supervision is guided by the stated objectives of the client as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Investment Management Services includes Ongoing Financial Planning Services, unless otherwise agreed to in a separate Financial Planning Agreement. Fees pertaining to Investment Management Services are outlined in Item 5 of this brochure. Investment Management Services via Third-Party Money Managers ‐ We also offer investment management services by referring clients, where appropriate, to third party money managers (“Outside Managers”) for portfolio management services. We assist clients in selecting an appropriate allocation model, interacting with the Outside Manager and reviewing the Outside Manager. Additionally, we will meet with the client on a periodic basis to discuss changes in their personal or financial situation, suitability, and any new or revised restrictions to be applied to the account. Fees pertaining to this service are outlined in Item 5 of this brochure. Financial Planning Services Financial Planning Services are offered as Ongoing or Project-Based. Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. The key defining aspect of financial planning is that through the financial planning process, questions, information, and analysis will be considered as they impact and are impacted by the entire 4  financial and life situation of the client. Clients participating in this service will receive a written or an electronic report, providing them with a detailed plan designed to achieve their stated goals and objectives. The client always has the right to decide whether to act upon our recommendations. If the client elects to act on any of the recommendations, the client always has the right to affect the transactions through anyone of their choosing. Group Retirement Plans We offer organizations, often non-profits or social enterprises, concierge group retirement plan design, setup and maintenance, with mission-aligned investment options. We partner with multiple record keepers, TPAs, and custodians to offer a suit of retirement plan solutions that accommodate plans of different sizes and complexity. We provide a range of account types including Solo(k), IRA, SIMPLE IRA and SEP, 401(k) 403(b), Roth 401(k), 457, Cash Balance, Profit Share, and Safe Harbor. We orchestrate the 3(38) fiduciary services offering values-aligned and sustainable fund investments as part of or in a full 401(k) line-up, along with 3(16) fiduciary oversight. Bespoke Private Investment Services We offer bespoke private investment services on a non-discretionary basis for accredited investors, including deal sourcing, due diligence, capital placement, administration, custom reporting and tracking through the full life cycle of each investment. Recommendations through the platform are available specifically for accredited investors. Impact Investors conducts thorough due diligence on the investments and monitors portfolio holdings on a quarterly basis. Wrap Fee Programs We do not sponsor or participate in a wrap fee program. 5  Item 5: Fees and Compensation Investment Management Services Fees Our discretionary asset management fee is calculated using the following tiered schedule: Annual Advisory Fee AUM Service Tiers Individual Bonds Aggregate Household AUM $500,000 Managed Funds & Stocks 1.15% 0.80% $1,000,000 1.10% 0.70% On the First On the Next $2,000,000 1.00% 0.60% $5,000,000 0.90% 0.50% On the Next On the Next $12,000,000 0.80% 0.40% $24,500,000 $45,000,000 0.70% Negotiable 0.30% Negotiable On the Next On the Next Above *Annual cash management fee is 0.15% The annual fees are pro-rated and paid in arrears on a quarterly basis. The advisory fee is a blended fee and is calculated by subtotaling the asset type based upon the average daily balance in the account during the billing period and assessing the percentage rates using the predefined fee rates for each asset type as shown in the above chart, resulting in a combined weighted fee. For example, over a 90-day billing period, an account valued at $3,000,000 with half in Stocks and half in Individual Bonds would pay a quarterly effective fee of $4,130.14 (0.28%) on the Equities and $2,712.33 (0.18%) on the Individual Bonds, for a total quarterly effective fee of $6,842.47 (0.23%) on the whole account for that billing period. In this example, the periodic fee would be determined by the following calculation: (((($500,000 x 1.15%) + ($1,000,000 x 1.10%)) + (($500,000 x 0.80%) + ($1,000,000 x 0.70%))) x (90/365)) = $6,842.47. Although the advisory fees may be negotiable in certain circumstances, no changes shall be effective without agreement from the client. Clients within the same family can qualify for lower fee rates by aggregating the total family Household Assets Under Management (AUM) for billing purposes, while maintaining their individual privacy. For example, if a parent and child are both clients with Impact Investors, they would not be able to see each other’s accounts when they log into the custodian or our Client Portal, however all family members account values are aggregated to calculate the quarterly billing amount by calculating the effective rate for the entire Household, and then we bill each account at that rate. The firm has a minimum asset management fee of $750 per quarter. Advisory fees are directly debited from client accounts, or the client may choose to pay by check in certain rare circumstances. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee based on the amount of time remaining in the billing period. An account may be terminated with written notice at least 15 calendar days in advance. Since fees are paid in arrears, no rebate will be needed upon termination of the account. discretionary advice and directs clients to Investment Management Services Fees via Third-Party Managers Our fees for this service depend on which Outside Manager is used for the client’s account. For accounts where Impact Investors provides non Outside Managers, the Outside Manager will debit the client’s account for the advisory fee and ‐ 6  party investment manager and Impact Investors. will remit Impact Investors’ fee to Impact Investors. The fees will not exceed any limit imposed by any regulatory agency. Advisory fees for the selected third-party manager will be defined in the engagement agreement with the third Please note that the total fee charged to the client will not exceed 3%. ‐ ‐ Ongoing Financial Planning Services Fees Ongoing Financial Planning consists of an initial planning fee ranging between $599 and $2999 and ongoing fee that is paid monthly, in arrears, at the rate of $99 $999 per month. The initial planning fee covers review and feedback of financial information, planning meetings and/or calls, and the development of an initial financial plan. The fee may be negotiable in certain cases. This service may be terminated with 30 days’ notice. Since fees are paid in arrears, no rebate will be needed upon termination of the planning relationship. Project-Based Financial Planning Services Financial Planning is offered on a fixed fee basis. The fixed fee will be agreed upon before the start of any work. The fixed fee can range between $1,000 and $100,000. The fee is negotiable. If a fixed fee program is chosen, half of the fee is due at the beginning of process and the remainder is due at completion of work, however, Impact Investors will not bill an amount above $1,200 more than 6 months in advance of the service represented by the fee. In the event of early termination, the client will be billed for the hours worked at a rate of $300 per hour. If the initial deposit is greater than the amount billed, then the client will be refunded the difference. If the initial deposit is less, then the client will be billed the difference. Bespoke Private Investment Service Fees Our firm offers a specialized platform which performs due diligence and places capital on a non- discretionary basis for accredited investors. The quarterly fee of 1.5% is paid in arrears and calculated based on the average daily balance of the account. The minimum fee for this service is $3,750 per quarter. Group Retirement Plan Fees These fees only apply to organizations who have hired us for such services; not to individuals or families who have hired us for personal financial planning and investment advisory services. based fee will be assessed to employer sponsored ‐ ‐ ‐ ‐ Asset-Based: The annualized asset retirement plans for consultation services to the retirement plan. Typically, the plan’s keeper collects this fee and sends it to our firm. Some employers prefer to be record invoiced directly, which our firm will do upon request. Fees for such services range up to .75% of the assets in the plan, depending upon the retirement plan providers or program selected, amount of assets within the plan and the number of plan participants. Our firm may receive up to 100% of the total fee for its ongoing consultation, plan participant services, and our continued coordination with the third party manager(s). Advisory fees will be defined in the engagement agreement with our firm once retirement plan service provider selection has been completed. Fixed Fees: Each project is unique and customized for the plan sponsor, therefore the fixed fee will be based on the complexity of the engagement, types of services involved as well as level of detail that may be necessary. The fee will also take into consideration factors such as the amount of assets in the plan and the number of plan participants. Due to these varied and yet unknown factors, the fee will range from $500 for smaller plans, to as much as $10,000 for ongoing, in depth engagements. ‐ 7  ‐ Compensation Methodology: Retirement plans are typically assessed fees based on a percent of the amount of assets within the plan, with the percentage declining as the plan balance increases along with consideration for the number of participants in a plan. For a given size plan, the greater the number of participants the smaller the reduction in profit organizations, the percentage charged. In the case of small businesses and non the fee is typically based on the balance of the assets under advisement by our firm. At times retirement plan sponsors prefer to negotiate a fixed fee and this fee will vary with the size of the assets in the plan. This is often the case where the sponsor pays for our fee rather than having plan participants pay such services. For all our engagements, the services that are to be provided and the anticipated fee will be detailed in our agreement. We believe our fees are reasonable for the services provided as well as the experience and expertise of the assigned financial planner. Our fees may be negotiable at the discretion of our firm principal. based fee or fixed fee on a pro ‐ ‐ party investment manager will remit our ‐ Retirement Plan Payment of Fees: The plan trustee will be required to execute a letter to the plan record keeper directing the record keeper to charge plan participants the asset rated basis on each participant’s assets and to forward those funds to our firm after the end of each calendar quarter. Should a third party investment manager be engaged, the third portion of the deducted fee directly to our firm. ‐ In jurisdictions where required, an invoice of the fees to be deducted from accounts will be provided by our firm to the plan trustee or administrator and it will include the total fee assessed as well as the covered time period, calculation formula utilized, and assets under management on which the fee has been based. Account holders are responsible for verifying the accuracy of the fee calculation; the custodian does not verify fee accuracy. lot differentials, transfer taxes, wire transfer and electronic fund fees, and ‐ Other Types of Fees and Expenses Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses that may be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, deferred sales charges, legal fees/expenses, odd other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to our fee, and we shall not receive any portion of these commissions, fees, and costs. dealers for client’s Item 12 further describes the factors we consider in recommending broker transactions and determining the reasonableness of the costs. ‐ Item 6: Performance-Based Fees and Side-By-Side Management Refer to the series supplement to the Confidential Private Offering Memorandum of the High Impact Fund I, LP for a complete description of any performance fees to be charged. Our investment professionals simultaneously manage multiple types of portfolios (including institutional separate accounts and the Private Funds) according to the same or a similar investment strategy (i.e., side-by-side management). The simultaneous management of these different investment products creates certain conflicts of interest, as the fees for the management of certain types of products are higher than others. When managing the assets of 8  such accounts, Impact Investors has an affirmative duty to treat all such accounts fairly and equitably over time and maintain a series of controls in furtherance of this goal. Item 7: Types of Clients We serve individuals, families and organizations seeking to prudently integrate certain social and environmental values into an overall wealth management plan that seeks to achieve specific financial objectives such as investment income, asset protection, wealth creation, or legacy building. While we have no minimum, our typical client is accredited with over $1m investable assets, and our firm’s team of wealth management specialists are experienced in adding value for qualified investors. Item 8: Methods of Analysis, Investment Process and Risk of Loss We manage several strategies as described herein, with the overarching mandate to seek financial returns in line with our clients’ risk tolerance and investment objectives. For each strategy we analyze the investment universe utilizing industry screens, fundamental analysis and market factors. Our investment screening protocol establishes an exclusionary framework that defines our initial investment universe across asset types. Some mutual funds and ETFs in our portfolios may contain limited exposure to screened holdings due to the nature of pooled investment vehicles. We base our screens on a combination of client preferences and fiduciary prudence. We use negative screens to avoid companies or industries that create significant harm or risk to people, animals, society or the environment. These harms can manifest through systemic exploitation, unsustainable practices, or other patterns that undermine the wellbeing of consumers, communities, or the climate. Each investment under consideration must demonstrate financial strength based on fundamental and qualitive criteria. We consider numerous factors to gauge the quality of each investment, the performance track record, and risk assessment. Our analysis leverages multiple third-party data providers, analyst resources and open-source reporting platforms to identify competitive opportunities in each asset class and market sector. We consider the environmental and societal impact of our investments to reduce portfolio risks and identify long-term opportunities in companies that demonstrate a measurable net positive difference in the world. Before committing to an investment, we may consider factors like portfolio back-test performance, economic trends, futures market demand, treasury yield curve, Federal Reserve commentary, media headlines, patents pending, civil or criminal legal cases pending, and third- party impact analysis as well as other resources when needed and available. Before determining which strategies are most appropriate for any client, our first step is to identify the investment objectives, and then we define our approach in a written Investment Policy Statement (IPS). Each account gets invested according to a model portfolio with the client’s customizations programmed into our trading software. The firm’s model portfolios and underlying holdings are determined utilizing the methodologies described herein. For each model, we integrate multiple investment strategies at varying weights, to provide clients with 9  well-diversified portfolios. The strategies include Individual Bonds, Individual Stocks, Mutual Funds & ETFs, and Private Investments. Individual Bond Strategy We ladder individual bond portfolios to provide tax efficient income emphasizing investments that drive positive social and environmental impacts. We offer both taxable and tax-exempt bonds, focusing on high-quality agency and municipal bonds that support vital community initiatives such as education, infrastructure, and renewable energy projects. We actively seek opportunities in the green bond market, including Build America Bonds, to enhance our portfolio's social impact while maintaining competitive returns. Laddering maturity dates enables us to manage interest rate risks by systematically reinvesting issues at prevailing rates as individual holdings mature, while our tactical allocation between short-term and long-term treasuries provides a hedge against interest rate fluctuations. The Investment Committee conducts ongoing market analysis to determine optimal exposure levels and maintain risk- adjusted performance targets. Individual Stock Strategy We construct equity portfolios to be diversified across sectors, industries, geographic location and market capitalization, with no more than 5% in any one stock. We typically hold roughly 70 positions in a global all cap portfolio and track the MSCI ACWI as our composite benchmark. We select stocks to our buy list based on the underlying company’s societal impact and financial strength. We utilize an indexing and alpha generating optimization software to weight positions from our buy list, which analyzes the current and expected state of the market, then uses proprietary asset scores in concert with client preferences to create a tailored, optimized stock portfolio for each client. In the case of taxable accounts, we systematically trim losses to offset gains, rebalancing to the target allocation within the client’s stated tax budget throughout the year. Mutual Funds & ETF Strategy We build portfolios with Mutual Funds and ETF using a peer percentile ranking of each investment against a set of quantitative due diligence criteria selected to reflect prudent fiduciary management. We seek to minimize the internal costs and expenses associated with fund investments by using low-cost institutional share classes and ETFs where prudent and available. Each investment considered is evaluated based on numerous individual factors and thresholds, such as fees and performance for example, and then ranked amongst its peer group. Top tier funds are considered for the portfolio and their weighting determined by the investment committee based on the target allocation, market conditions and investment options. Funds are reviewed regularly to monitor their adherence to our thresholds and may be replaced periodically as determined by the investment committee. Private Investments Strategy We partner with industry service providers to gain deal access, due diligence support, legal and regulatory compliance, tax reporting, accounting, auditing and administration, offering qualified clients a full suite of private investment portfolio management solutions. Each portfolio of private investments is unique, built around the client’s financial and impact objectives. We design each portfolio alongside the investor considering the financial return objective and impact goals for each portfolio. During and after portfolio construction we provide strategic advice and quarterly 10  in-person updates, tracking the full life cycle of each investment from sourcing to liquidity and return of capital. Risks of Loss All investing strategies we offer involve risk and may result in a loss of some or all of a client’s original investment. Many of these risks apply equally to stocks, bonds, commodities and any other investment or security. Material risks associated with our investment strategies are listed below. Market Risk: Market risk involves the possibility that an investment’s current market value will fall because of a general market decline, reducing the value of the investment regardless of the operational success of the issuer’s operations or its financial condition. Strategy Risk: The Adviser’s investment strategies and/or investment techniques may not work as intended. Small and Medium Cap Company Risk: Securities of companies with small and medium market capitalizations are often more volatile and less liquid than investments in larger companies. Small and medium cap companies may face a greater risk of business failure, which could increase the volatility of the client’s portfolio. Turnover Risk: At times, the strategy may have a portfolio turnover rate that is higher than other strategies. A high portfolio turnover would result in correspondingly greater brokerage commission expenses and may result in the distribution of additional capital gains for tax purposes. These factors may negatively affect the account performance. Limited Markets: Certain ETFs held in portfolios may be less liquid (harder to sell or buy) and their prices may at times be more volatile than at other times. Under certain market conditions we may be unable to sell or liquidate investments at prices we consider reasonable or favorable or find buyers at any price. Concentration Risk: Certain investment strategies focus on particular asset classes, industries, sectors, or types of investment. From time to time these strategies may be subject to greater risks of adverse developments in such areas of focus than a strategy that is more broadly diversified across a wider variety of investments. Interest Rate Risk: Bond (fixed income) prices fall when interest rates rise, and the value may fall below par value or the principal investment. The opposite is also generally true: bond prices rise when interest rates fall. In general, fixed income securities with longer maturities are more sensitive to these price changes. Most other investments are also sensitive to the level and direction of interest rates. Legal or Legislative Risk: Legislative changes or Court rulings may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. power of Client’s investment portfolio, even if the dollar Inflation: Inflation may erode the buying value of Client’s investments remains the same. ‐ Risks Associated with Securities Apart from the general risks outlined above which apply to all types of investments, specific securities may have other risks. 11  growth or recessionary economic Common Stocks: go up and down in price quite dramatically, and in the event of an issuer’s bankruptcy or restructuring could lose all value. A slower environment could have an adverse effect on the price of all stocks. ‐ Corporate Bonds: debt securities to borrow money. Issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero-coupon bonds, which do not pay current interest, but are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. tax return to the after tax return of other bonds, depending on the ‐ ‐ Municipal Bonds: debt obligations issued to obtain funds for various public purposes, including the construction of public facilities. Municipal bonds pay a lower rate of return than most other favored status, investors should types of bonds. However, because of a municipal bond’s tax compare the relative after investor’s tax bracket. Investing in municipal bonds carries the same general risks as investing ‐ in bonds in general. Those risks include interest rate risk, reinvestment risk, inflation risk, market risk, call or redemption risk, credit risk, liquidity, and valuation risk. Exchange Traded Funds: prices may vary significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. listed from the ‐ ‐ Investment Companies: When a client invests in open end mutual funds or ETFs, the client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the client will incur higher expenses, many of which may be duplicative. In addition, the client’s overall portfolio may be affected by losses of an underlying fund and the level of risk arising from the investment practices of an underlying fund (such as the use of derivatives). ETFs are also subject to the following risks: (i) an ETF’s shares may trade at a market price that is above or below their net asset value; (ii) the ETF may employ an investment strategy that utilizes high leverage ratios; or (iii) trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are de exchange, or the activation of market wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally. The Adviser has no control over the risks taken by the underlying funds in which clients invest. However, neither Impact Investors, nor any of its recommended third-party managers, utilize highly leveraged ETF. Item 9: Disciplinary Information Criminal or Civil Actions Impact Investors and its management have not been involved in any criminal or civil action. Administrative Enforcement Proceedings Impact Investors and its management have not been involved in administrative enforcement proceedings. 12  Self-Regulatory Organization Enforcement Proceedings Impact Investors and its management have not been involved in legal or disciplinary events that are material to a client’s or prospective client’s evaluation of Impact Investors or the integrity of its management. Item 10: Other Financial Industry Activities and Affiliations No Impact Investors’ employee is registered, or has an application pending to register, as a broker dealer or a registered representative of a broker dealer. ‐ ‐ No Impact Investors employee is registered, or have an application pending to register, as a futures commission merchant, commodity pool operator or a commodity trading advisor. Impact Investors does not have any related parties. As a result, we do not have a relationship with any related parties. Shane Yonston is licensed to sell life insurance, health insurance, long term care insurance, and fixed annuities. He may engage in product sales with our clients, for which he will receive additional compensation. Any commissions received through life or health insurance sales do not offset advisory fees the client may pay for advisory services under Impact Investors. The very nature of these commissions creates a financial incentive to recommend insurance products. However, Mr. Yonston is required to strictly adhere to the firm’s code of ethics, including a fiduciary standard with respect to all advice provided to Impact Investors’ clients. In addition, clients always retain the right to act (or not) on insurance recommendations and, if they do, to select the insurance representative they will use. Catherine Woodman serves as Co-Owner and Principal Adviser at Holon Wealth Management, Inc., an investment advisory firm registered with the SEC. While Impact Investors does not recommend or endorse products or services offered by Holon Wealth Management, Inc., this relationship may present a potential conflict of interest. Recommendations or Selections of Other Investment Advisers In some cases, Impact Investors may refer clients to other investment advisers to manage their accounts. In such circumstances, Impact Investors will share in the total account asset management fee as compensation for managing the relationship with the client, reviewing the account regularly, providing administrative support and periodic, objective, performance reviews. This situation creates a conflict of interest. However, when referring clients to another investment adviser, the client’s best interest and suitability of the other investment advisers will be the main determining factors of Impact Investors. This relationship is disclosed to the client at the commencement of the advisory relationship. These compensation arrangements present a conflict of interest because Impact Investors has a financial incentive to recommend the services of certain investment advisers over other investment advisers. At all times, clients maintain the right to decide which managers to use, if any. Additionally, Impact Investors will only recommend another investment adviser who is properly licensed or registered as an investment adviser. 13  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading As a fiduciary, our firm and its associates have a duty of utmost good faith to act solely in the best interests of each client. Our clients entrust us with their funds and personal information, which in turn places a high standard on our conduct and integrity. Our fiduciary duty is a core aspect of our Code of Ethics and represents the expected basis for all our dealings. Code of Ethics Description This code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not shield associated persons from liability for personal trading or other conduct that violates a fiduciary duty to advisory clients. A summary of the Code of Ethics' Principles is outlined below. Integrity: We shall offer and provide professional services with integrity. ● ● Objectivity: We shall be objective in providing professional services to clients. ● Competence: We shall provide services to clients competently and maintain the necessary knowledge and skill to continue to do so in those areas in which we are engaged. ● Fairness: We shall perform professional services in a manner that is fair and reasonable to clients, principals, partners, and employers, and shall disclose conflict(s) of interest in providing such services. ● Confidentiality: We shall not disclose confidential client information without the specific consent of the client unless in response to proper legal process, or as required by law. ● Professionalism: Our conduct in all matters shall reflect a high quality of character, ethical standards, and regard for others. ● Diligence: We shall act diligently in providing professional services. We periodically review and amend our Code of Ethics to ensure that it remains current, and we require all firm access persons to attest to their understanding of and adherence to the Code of Ethics at least annually. Our firm will provide a copy of its Code of Ethics to any client or prospective client upon request. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest Neither our firm, its associates or any related person is authorized to recommend to a client, or effect a transaction for a client, involving any security in which our firm or a related person has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, etc. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest Our firm and its “related persons” may buy or sell securities similar to, or different from, those we recommend to clients for their accounts. Our policy is designed to assure that the personal securities transactions, activities, and interests of the employees of our firm will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Nonetheless, because our Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. To reduce or eliminate certain 14  conflicts of interest involving the firm or personal trading, our policy may require that we restrict or prohibit associates’ transactions in specific reportable securities transactions. Any exceptions or trading pre clearance must be approved by the firm principal in advance of the transaction in an account, and we maintain the required personal securities transaction records per regulation. ‐ ‐ Trading Securities at/Around the Same Time as Client’s Securities From time to time, our firm or its “related persons” may buy or sell securities for themselves at or around the same time as clients. Our firm or its “related persons” will not trade non mutual ETF securities (like individual stocks or bonds) prior to trading the same security for fund, non clients on the same day. ‐ Item 12: Brokerage Practices The custodian and brokers we use Impact Investors (“we”/“our”) does not maintain custody of your assets that we manage, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15—Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that our clients use Charles Schwab & Co., Inc. (Schwab), a registered broker- dealer, member SIPC, as the qualified custodian. We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when [we/you] instruct them to. While we recommend that you use Schwab as a custodian/broker, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14 (Client referrals and other compensation). You should consider these conflicts of interest when selecting your custodian. We do not open the account for you, although we may assist you in doing so. Not all advisors require their clients to use a particular broker-dealer or other custodian selected by the advisor. Even though your account is maintained at Schwab, we can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”). How we select brokers/custodians We seek to recommend a custodian/broker that will hold your assets and execute transactions. When considering whether the terms that Schwab provides are, overall, most advantageous to you when compared with other available providers and their services, we consider a wide range of factors, including: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) • Capability to execute, clear, and settle trades (buy and sell securities for your account) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.) 15  • Availability of investment research and tools that assist us in making investment decisions • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, security, and stability • Prior service to us and our clients • Availability of other products and services that benefit us, as discussed below (see “Products and services available to us from Schwab”) Your brokerage and trading costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades that it executes or that settle into your Schwab account. Certain trades (for example, many mutual funds, and U.S. exchange-listed equities and ETFs) may not incur Schwab commissions or transaction fees. We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trade through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How we select brokers/ custodians”). By using another broker or dealer you may pay lower transaction costs. Products and services available to us from Schwab Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like ours. They provide us and our clients with access to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through our firm. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available at no charge to us. Following is a more detailed description of Schwab’s support services: Services that benefit you Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that do not directly benefit you 16  Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts and operating our firm. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provide access to client account data (such as duplicate trade confirmations and account statements) • Facilitate trade execution and allocate aggregated trade orders for multiple client accounts • Provide pricing and other market data • Facilitate payment of our fees from our clients’ accounts • Assist with back-office functions, record keeping, and client reporting Services that generally benefit only us Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology and business needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers • Marketing consulting and support Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment of our personnel. If you did not maintain your account with Schwab, we would be required to pay for these services from our own resources. Our interest in Schwab’s services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services. These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The fact that we receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such a decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. [In some cases, the services that Schwab pays for are provided by an affiliate of ours or by another party that has some pecuniary, financial, or other interests in us (or in which we have such an interest). This creates an additional conflict of interest.] We believe, however, that taken in the aggregate, our recommendation of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How we select brokers/custodians”) and not Schwab’s services that benefit only us. 17  Aggregating (Block) Trading for Multiple Client Accounts Outside Managers used by Impact Investors may block client trades at their discretion. Their specific practices are further discussed in their ADV Part 2A, Item 12. For client accounts which we manage with discretion, we may combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as “block trading”). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. Subject to our discretion, regarding circumstances and market conditions, when we combine orders, each participating account pays an average price per share for all transactions and pays a proportionate share of all transaction costs. Accounts owned by our firm or persons associated with our firm may participate in block trading with our clients’ accounts; however, they will not be given preferential treatment. Item 13: Review of Accounts down, volatility in ‐ Client accounts with the Investment Management Service will be reviewed at a minimum of annually. The account is reviewed with regards to the client’s investment policies and risk tolerance levels. Events that may trigger a special review would be unusual performance, addition, or deletions of client-imposed restrictions, excessive draw performance, or buy and sell decisions from the firm or per client's needs. Impact Investors will meet with clients annually, in person or by other means, to review clients’ profile, personal situation and investment needs. Clients will receive trade confirmations from the custodian(s) for each transaction in their accounts as well as monthly or quarterly statements and annual tax reporting statements from their custodian showing all activity in the accounts, such as receipt of dividends and interest. Impact Investors will provide written reports to Investment Management clients on a quarterly basis. We urge clients to compare these reports against the account statements they receive from their custodian and notify us promptly of any discrepancies. Impact Investors may use third-party service providers for portfolio monitoring and rebalancing. These service providers operate within parameters set by Impact Investors, and they are instructed to consult Impact Investors regarding any circumstances that the set parameters have not foreseen. Item 14: Client Referrals and Other Compensation Per our arrangements with third-party managers, we receive an advisory fee that is collected by selected third-party managers as a part of the total client fee. We do not engage independent, unaffiliated promoters to refer potential clients to us. Impact Investors may act promoter in referring certain clients prospects to other advisory firms. We are compensated for this when such referrals become clients of such other advisory firms. We receive an economic benefit from Schwab in the form of the support products and services it makes available to us and other independent investment advisors whose clients maintain their accounts at Schwab. We benefit from the products and services provided because the cost of these services would otherwise be borne directly by us, and this creates a conflict. You should consider these conflicts of interest when selecting a custodian. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12—Brokerage Practices). 18  Item 15: Custody Impact Investors does not accept physical custody of client funds or securities. Clients should receive at least quarterly statements from the custodian that holds and maintains client's investment assets. We urge clients to carefully review such statements and compare such official custodial records to reports provided by Impact investors. Our reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. For client accounts in which Impact Investors directly debits their advisory fee: ● The custodian will send at least quarterly statements to the client showing all disbursements for the account, including the amount of the advisory fee. ● The client will provide written authorization instructing the custodian to deduct the fee directly from accounts held by the custodian and pay the fee to Impact Investors. Item 16: Investment Discretion For accounts where our clients are using Outside Managers for investment management, Outside Managers will maintain investment discretion, over client accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold. For those client accounts where we provide investment management services, we maintain discretion over client accounts with respect to securities to be bought and sold and the amount of securities to be bought and sold. Investment discretion is explained to clients in detail when an advisory relationship has commenced. At the start of the advisory relationship, the client will execute a Limited Power of Attorney, which will grant either the Outside Manager or our firm discretion over the account. Additionally, the discretionary relationship will be outlined in the advisory contract and signed by the client. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Item 17: Voting Client Securities Whether and to what extent Impact Investors is authorized and expected to vote proxies will be established for each client account in the relevant investment management agreement. For accounts where voting authority has been delegated to us, Impact Investors subscribes to third party services to assist with fulfilling its proxy voting responsibilities. The platform includes end-to-end voting service, as well as research and recommendations on the various issues subject to shareholder vote, delivered through an electronic delivery platform. Impact Investors votes the shares that it manages in accordance with set guidelines unless a client has provided a written voting policy, in which case Impact Investors will vote in line with the client’s policy. Impact Investors Investment Committee approves the proxy voting process and fulfills compliance requirements for the firm’s proxy policies and procedures. Proxy reports are provided to clients upon request. Impact Investors does not serve as custodian for any client securities. Proxies for securities held in accounts will therefore be distributed as appropriate by the custodian designated for the account. 19  With respect to class action lawsuits, Impact Investors will not be obligated to advise or act for its clients in any legal proceeding, including class actions and bankruptcies involving securities purchased or held in accounts managed by Impact Investors. Notice of Impact Investors position with respect to such legal proceedings may also be acknowledged in Impact Investors Investment Management Agreement. If a material conflict of interest over proxy voting arises between us and a client, we will vote all proxies in accordance with our proxy voting guidelines. If we determine this policy does not adequately address the conflict of interest, we will notify the client of the conflict and request the client consent to our intended response to the proxy solicitation. Ultimately, we will vote the proxy as directed by the client. Our complete proxy voting policies and procedures may be obtained by contacting our main office: (888) 463-6861. Item 18: Financial Information We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients, and we have not been the subject of a bankruptcy proceeding. We do not have custody of client funds or securities or require or solicit prepayment of more than $1,200 in fees per client six months or more in advance. 20