Ipswich Investment Management Company, Inc.

FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION PART 2A: FIRM BROCHURE Item 1: Cover Page Ipswich Investment Management Co., Inc. 138 Conant Street Suite 201 Beverly, MA 01915 CRD # 106625 SEC # 801-26465 Phone: 978-356-6333 Fax: 978-356-2176 Website: www.ipswichinvestment.com Date of Supplement: March 16, 2025 This brochure provides information about the qualifications and business practices of Ipswich Investment Management Co., Inc. If you have any questions about the contents of this brochure, please contact, us at (978) 356-6333 or at info@ipswichinvestment.com 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. Additional information about Ipswich Investment Management Co., Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov  Item 2: Material Changes This Item discusses specific material changes made to this Brochure and provides clients with a summary of changes. Ipswich Investment Management, Inc. (“IIM”) has made the following material changes to this brochure from the previous version. • Our Chief Compliance Officer has changed from A. Cushing Titcomb to David R. MacDougall. • At Item 5: Fees and Compensation, we clarified that we do not charge advisory fees on margin balances. • At Item 10: Other Financial Industry Activities and Affiliations, we added disclosure about IIM’s policies and procedures relating to client investments in off-platform entities and funds. In the past, IIM has offered or delivered a brochure with information about its qualifications and business practices to clients on at least an annual basis. Pursuant to SEC rules, IIM will provide a summary of any material changes to its brochure within 120 days of the close of the fiscal year. IIM may also provide information about material changes to clients at other times throughout the year if necessary. If you would like a copy of the brochure, please call 978-356-6333. 2  Item 3: Table of Contents Topic Page No. 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 ........................................................................................................................ 4 Item 6: Performance-based fees and Side-by-Side Management ...................................................................... 5 Item 7: Types of Clients .................................................................................................................................... 5 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ............................................................ 6 Investment Philosophy .................................................................................................................................. 6 Methods of Analysis, Sources of Information, and Investment Strategies .................................................... 6 Crypto Assets ................................................................................................................................................ 7 Risk of Loss ................................................................................................................................................... 7 Cybersecurity Risks ...................................................................................................................................... 8 Artificial Intelligence Risks........................................................................................................................... 8 Item 9: Disciplinary Information ....................................................................................................................... 9 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 10 Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading ................... 10 Item 12: Brokerage Practices ........................................................................................................................... 11 Brokerage Accounts .................................................................................................................................... 11 Item 13: Review of Accounts .......................................................................................................................... 12 Item 14: Client Referrals and Other Compensation ........................................................................................ 13 Item 15: Custody ............................................................................................................................................. 13 Item 16: Investment Discretion ........................................................................................................................ 14 Item 17: Voting Client Securities ..................................................................................................................... 14 Summary of Policy Guidelines .................................................................................................................... 15 Item 18: Financial Information ....................................................................................................................... 15 3  Item 4: Advisory Business Since 1986, Ipswich Investment Management Co., Inc. (“IIM”, “Advisor”, “we”, “our”) has been a Registered Investment Adviser with the SEC under the Investment Advisers Act of 1940. We are a privately owned, independent company, organized as a Massachusetts Corporation with no outside ownership or financing involved. Principal owners include Albert Cushing Titcomb and Eric H Jostrom. At IIM, our mission is to provide sound and unbiased investment advice to assist our clients in achieving their financial goals consistent with their individual risk tolerances. As a fiduciary, IIM upholds a duty of loyalty, fairness and good faith towards each client and seeks to mitigate potential conflicts of interest. Many investors prefer to have a primary adviser with whom they can discuss the vast array of financial vehicles and investment alternatives. These investors do not want to assume the responsibility of managing their own portfolios and can comfortably rely upon professional advisers to provide investment advice. We base recommendations and decisions on our determination of suitability of the recommendation for a client’s specific investment objectives and needs. When we have investment discretion, we select the security, the amount of the security, and timing of the transaction. We then place the transaction without obtaining specific consent on a transaction-by-transaction basis. Any limitation on that discretion is set forth in writing. Investors may impose restrictions on investing in certain securities or types of securities. We have an incentive to recommend that clients engage IIM for investment management services or to increase the level of investment assets with IIM, as it would increase the amount of advisory fees paid to IIM. That is a conflict of interest. Clients are not obligated to implement any recommendations made by IIM or maintain an ongoing relationship with us. Ipswich Investment Management Co., Inc. is not a broker or dealer and does not accept or hold cash or securities. Compensation for our management services is based upon an agreement with our clients. We calculate fees using quarter-end asset values and charge fees in arrears. IIM advisers are investment professionals who use their skills and experience to help our clients achieve their investment objectives. We operate with the highest degree of integrity and in the best interest of our clients. As of December 31, 2025 IIM had 540 discretionary accounts valued at $646,241,231 and 9 non- discretionary accounts valued at $83,917,344. Item 5: Fees and Compensation IIM maintains the following general fee schedule per annum for providing investment advisory services, subject to negotiation and agreement with clients. Clients have the option to purchase investment products that we recommend through other brokers or agents that are not affiliated with IIM. 4  All managed assets; including equities, convertible securities, cash equivalents, cash reserved for equities, and fixed income securities are charged: • 1% annually • Accounts over $2,000,000 in value are subject to fee negotiation. IIM does not charge an advisory fee on margin balances. In certain circumstances involving family-related accounts and tax-exempt accounts, IIM may negotiate a portion of the fee. Fixed fees may be available for certain services in certain situations agreed upon by IIM and clients. In certain circumstances, IIM allows for the combining of related accounts for fee-paying purposes. Combining accounts generally provides clients with a lower fee but carry the risk that if a client liquidates a large account in the group, the fees for the remaining accounts could be higher on a percentage basis. Fees are billed and payable quarterly in arrears on the value of the portfolio at the end of the quarter. Billing for accounts under management for less than a quarter will be determined on a pro rata basis. Investment advisors have the discretion to waive or reduce management fees. For the majority of our clients, we deduct fees directly from their accounts. Clients receive a Fee Agreement document, which details the specific manner in which IIM charges advisory fees. The client or IIM may cancel the Investment Advisory contract at any time. Fees will be pro-rated to the termination date. IIM’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses. Clients may incur certain charges imposed by custodians, brokers, or other third parties which may include fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer, electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange-traded funds also charge internal management fees, disclosed in a fund’s prospectus and may offer different classes of shares with different fee structures. Such charges, fees, and commissions are exclusive of, and in addition to, IIM’s fee. Item 6: Performance-based fees and Side-by-Side Management IIM does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client). Item 7: Types of Clients Our clients include individuals, families, trusts, endowments, corporations, pension plans, profit sharing plans, and others with diverse investment objectives. 5  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss We manage assets in accordance with the terms of each client’s Investment Management Agreement. Investment Philosophy At IIM, we focus our efforts on providing sound and unbiased investment advice to our clients to assist them in achieving financial goals consistent with their individual risk tolerance. We believe that combining in-depth analysis with a long-term investment perspective is the best way to achieve positive, risk-adjusted rates of return for our clients. Although we monitor current developments closely, we take pride in the low asset turnover that has characterized our investment process over the years. We strive to preserve and enhance our clients' net worth and purchasing power through a combination of income and/or capital appreciation, with the expectation of meeting a client's objectives and risk appetite. Methods of Analysis, Sources of Information, and Investment Strategies At IIM, we focus on investments with the following characteristics. • Equities: Businesses run by capable and competent managers over an expected long-time horizon, trading at what we believe to be attractive risk adjusted levels. We apply this framework to all opportunities regardless of geography. Our perspective is global. • Fixed Income: Highly rated securities providing diversification, predictable cash flows and reasonable stability of market value. We look for opportunities in corporate, municipal, and U.S. government debt securities. The prevailing interest rate environment is a major determinant of portfolio duration. We generally recommend long-term purchase of securities. However, a security may be sold within a year or even a few days if we believe a gain should be realized sooner in order to prevent or limit a loss in case of adverse changes in the security’s or market’s outlook. We consider client objectives, risk tolerance, and income requirements to determine allocation ratios. 6  Our investment advisors will make recommendations based on a client’s objectives, needs, assets, personal and family obligations and plans they have provided to us. In addition, IIM will give advice as to the asset mix and types of investments to help clients achieve their stated objectives. IIM does not provide tax or legal advice. However, a client’s tax situation (if the client is a taxable entity) determines recommendations for tax-free securities and/or whether to recognize short- or long-term gains and losses. Tax considerations, however, will not be the main or sole reason for recommendations. IIM’s Investment Committee currently consists of the firm’s seven senior officers. The Investment Committee maintains IIM’s list of followed securities. Crypto Assets Crypto assets (also referred to as “digital assets”) are financial instruments that exist in a digital form and may be viewed as a store of wealth, a medium of exchange, or an investment asset. Crypto assets are not backed by any government, corporation, or other identified body. The value of a crypto asset may decline precipitously (including to zero) for a variety of reasons, including, but not limited to, regulatory changes, a loss of confidence in its network or a change in user preference to other crypto assets. An issuer of securities that holds crypto assets may experience custody issues, and may lose its crypto asset holdings through theft, hacking, and technical glitches in the applicable block chain. If an issuer that owns crypto assets intends to pay a dividend using such holdings or to otherwise make a distribution of such holdings to its stockholders, such dividends or distributions may face regulatory, operational and technical issues. Please note: There is no FDIC coverage for crypto assets and, unless you purchase crypto as a security (e.g., Exchange Traded Fund (“ETF”)), there is no SIPC coverage. Advisor does not recommend to clients that they invest in digital assets or in securities that buy and sell digital assets. To the extent that a client independently decides to invest in crypto assets and approaches Advisor to purchase such assets, Advisor will accept unsolicited orders in the corresponding ETFs. Advisor will not purchase the actual underlying crypto assets (e.g., Bitcoin) for the client. Advisor does not research crypto assets and has no ability to verify the validity of the underlying investments of such ETFs. While crypto ETFs themselves are regulated, there is no such oversight in the crypto markets where the funds are invested. Crypto ETFs generally have higher fees than other ETFs. Risk of Loss The value of securities in the portfolio will fluctuate. Consequently, the overall valuation of the account may decline and a client could lose money. Individual stocks selected by IIM also may decline in value because of adverse change in the company’s financial condition, industry sector, or specific business prospects. Fixed income investments also carry risk of loss for both macroeconomic and company specific reasons. Equity, fixed income and money market investments are not deposits in a bank and are not insured or guaranteed by the Federal Deposit Insurance 7  Corporation or any other governmental agency. Investing in securities involves risk of loss that clients should be prepared to bear. Cybersecurity Risks IIM must rely in part on digital and network technologies (collectively, “networks”) to conduct its investment advisory business. Such networks, including those of service providers, are susceptible to cyber-attacks that could potentially seek unauthorized access to digital systems for purposes such as misappropriating sensitive information, corrupting data, or causing operational disruption. Cyber-attacks could range from efforts to electronically circumvent network security or overwhelm websites to intelligence gathering and social engineering functions aimed at obtaining information necessary to gain access. Cyber-attacks against, or security breakdowns of, us or our service providers, if applicable, may adversely impact us and our clients, potentially resulting in, among other things, financial losses, our inability to transact business on behalf of our clients, reputational damage, and/or additional costs. We may incur additional costs related to cybersecurity risk management and remediation. In addition, cybersecurity risks may also affect issuers of securities in which we invest on behalf of our clients, which may cause our clients' investment in such issuers to lose value. Artificial Intelligence Risks. Recent technological advances in generative artificial intelligence and machine learning technology (collectively, “AI”) pose risks to Advisor and its clients. AI is a branch of computer science focused on creating systems capable of performing tasks that typically require human intelligence; this includes, among other things, methods for analyzing, modeling, and understanding markets as well as developing algorithms that can learn to perform various tasks. Advisor does not use AI to identify specific securities for investment; however, Advisor may use AI for other purposes, including drafting client communications and marketing materials (e.g., financial planning newsletters). While Advisor independently reviews and edits such materials before publication, Advisor has no ability to see or review how the AI generates the information that appears in the drafts. Advisor engages various third-party vendors to provide services that assist Advisor and Advisor’s clients with tasks, including providing asset allocation scenarios that inform the investment advice provided to clients by Advisor. Advisor cannot control third-party operations, product development, or service provision. That includes a third-party’s use of AI in its operations and applications. Advisor has no ability to monitor, view, or direct any such use of AI. Some of the AI used by Advisor’s vendors is predictive in nature. The use of predictive models has inherent risks. For example, such models may incorrectly forecast future events, leading to potential losses. In addition, all models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, “model outcomes” will often differ substantially from market outcomes. 8  Further, some of the companies that Advisor invests in on client’s behalf are AI-centric and/or are using or will use AI in their operations. Those companies are subject to AI risk, which could cause substantial value erosion and investment loss. AI can yield anomalous and incorrect results because the technology is still in development, artificial intelligence algorithms or training methodologies are flawed, or datasets are limited, dated, overbroad, insufficient, or contain biased information. AI and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict future risks that may arise from such developments. For example, national and international regulations may develop in an attempt to monitor or limit the use of AI, which could hamper its usefulness, slow its rate of uptake, and reduce investment returns for companies in the AI industry or that seek to use AI in operating their businesses. The full scope and complexity of how AI will affect U.S. and global markets and industries is not yet known and could accelerate rapidly in unexpected ways. Item 9: Disciplinary Information Neither IIM nor any of its associated persons have been involved in any material, legal, or disciplinary events that would be material to a client’s evaluation of IIM or the integrity of IIM’s management. 9  Item 10: Other Financial Industry Activities and Affiliations IIM is not a registered broker-dealer and does not accept or hold cash or securities in custody. A certain number of IIM’s Clients are members of Constitution Partners LLC’s V, VI, VII, and VIII (collectively, the “Constitution LLCs”). The Constitution LLCs are passive investment vehicles that each invest in a venture capital fund managed by Charles River Ventures LLC or Cybernetix Ventures, L.P. IIM Chairman and Chief Investment Officer, Eric H. Jostrom, serves as the Managing Partner of Constitution Partners LLC’s V, VI, VII, and VIII. IIM President and Chief Executive Officer, Mr. Alexander M. Colby and Mr. Eric H. Jostrom are also members of Constitution Partners LLC’s V, VI, and VII. Mr. Jostrom is also a member of VIII. IIM has policies and procedures in place relating to Client investments in outside investment entities or funds. Effective January 1, 2026, IIM’s IARs are prohibited from investing Client assets in such entities or funds where any of IIM’s employees, IARs, or other IIM personnel or their immediate family members (“IIM Related Persons”) have any beneficial interest, including financial interest, board involvement or employment. To the extent that no IIM Related Person has any such beneficial interest, and an IIM IAR seeks to invest Client’s assets in an outside fund or entity, the IAR must obtain the unanimous written consent of IIM’s Investment Committee before making any such investments. Item 11: Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading IIM has a Code of Ethics that governs personal securities investment activities of affiliated persons to ensure that such persons comply with applicable federal securities laws. The basic premise of the Code is that the interests of clients are paramount and affiliated persons should not take inappropriate advantage of IIM’s relationship with Clients. The Code requires approval of personal trades involving securities recommended to, purchased for, or sold for clients. The Code of Ethics also contains provisions relating to, among other things: confidentiality of client information; prohibitions on insider trading; prohibitions on “pay-to- play”; restrictions on the acceptance of significant gifts; reporting of certain gifts, outside activities, and political contributions; and personal securities trading by its principals, employees, and related persons (“Employees”). All Employees must acknowledge the terms of the Code of Ethics upon hire and annually, or as amended. IIM representatives may, from time to time, purchase or sell for a client account or recommend the purchase or sale of a security also owned by other firm accounts or one or more of its employees. IIM will carefully review all transactions to assure adherence to IIM’s insider trader policy, code of ethics, and execution in good faith. There can be no assurance that securities purchased for one account or for IIM’s employees are appropriate for purchase for another client account. Clients or prospective clients may request a copy of IIM’s Code of Ethics by contacting David MacDougall, Senior Vice President, Managing Director, and CCO at (978) 356-6333 or by e-mail at dmacdougall@ipswichinvestment.com. 10  Item 12: Brokerage Practices As described under Item 4, we may have investment discretion to select the securities and amount of securities for accounts that we manage (see Item 16, below). IIM also has discretionary authority from its clients to select the broker used and the commission rates to be paid. Discretionary Brokerage: Included in discretionary authority is the authority to select the broker or dealer that we use in the purchase and sale of securities, in which case institutional discounts or discount brokerage fee schedules determine the commission rates paid. Directed Brokerage: Clients may limit IIM’s discretionary authority and may occasionally direct IIM to use a particular broker-dealer to execute portfolio transactions for their account. IIM may not be in a position to freely negotiate commission rates or spreads, or select broker- dealers based on best price and execution. Directed transactions may be subject to price movements, particularly in volatile markets, that may result in the client receiving a price that is less favorable than the price obtained on aggregated orders for a particular security. These directed transactions may result in higher commissions and/or greater spreads for such security. Best Execution: It is the policy of IIM to seek best execution of orders at the most favorable price. The following are determining factors when seeking best execution: • Evaluation of the brokers efficiency in executing and clearing transactions • The rate of commission or the size of the broker – dealers spread • The size and difficulty of the order • Operational capabilities of the broker-dealer • The research and other services provided Brokerage Accounts IIM recommends that clients establish brokerage accounts with a number of different brokerage firms (“Brokerage/Custody Firms”) that are not affiliated with IIM. The selected brokerage firms are broker-dealers registered with the Securities and Exchange Commission, members of Securities Investors Protection Corporation (SIPC), and members of the Financial Industry Regulatory Authority (FINRA). The brokerage firms also serve as a third party qualified custodian maintaining custody of clients’ assets and effecting trades for their accounts. IIM is an independently owned and operated business. IIM does not have any affiliation with any Brokerage/Custody Firm. Some of the firms that IIM currently works with are Charles Schwab and Fidelity Investments. These firms provide IIM with access to their institutional trading and custody services, which is typically not available to retail investors. These services are generally available to independent investment advisors on an unsolicited basis. The Brokerage/Custody firms’ services include brokerage, custody, research, and access to mutual funds and other investments that are generally available only to institutional investors or require a significantly higher minimum initial investment. 11  Brokerage/Custody firms that serve as custodians for IIM client accounts may receive compensation through commissions or other transaction-related fees for securities traded through account holder’s institutional accounts. In addition, certain of these Brokerage/Custody firms charge fees directly to IIM clients for custody and administrative services provided to IIM clients. IIM also bears a portion of the costs of such services by paying fees directly to certain of these Brokerage/Custody firms for IIM’s use of their custody platforms for servicing client accounts. Soft Dollars: IIM does not engage in formal soft dollar arrangements with broker-dealers. However, IIM may from time to time receive research from broker-dealers who also provide execution services. As a fiduciary, IIM endeavors to act in its clients’ best interests. IIM may recommend that clients maintain their assets in accounts at certain Brokerage/Custody Firms partly because it benefits IIM in terms of services and products provided and not solely based upon the nature, cost or quality of custody and brokerage services, which may create a potential conflict of interest. Clients may pay commissions to brokers not directly responsible for the particular research or services, which led to or facilitated the transaction generating the commission. Conversely, they may benefit from research or service paid for by commissions paid by others. Aggregated Transactions: At times, IIM is able to achieve volume discounts on brokerage services by aggregating orders on behalf of two or more clients. In such cases, transactions for each account are generally averaged as to price and allocated as to amount in accordance with the daily purchase or sale orders actually placed for each account. Such combined or “batched” trades may facilitate best execution, including negotiating favorable prices, obtaining more timely or equitable execution or reducing overall commission charges. Item 13: Review of Accounts IIM reviews accounts with regard to the Advisory contract for each account. IIM’s account review process with clients includes in person meetings, telephone meetings and video conferences. Clients may receive portfolio appraisals for investment advisory accounts upon request. These reports will show individual assets at cost, at market, realized capital gains and losses, a summary of transactions for the requested period, and estimated annual income. Any client, by specific request, may receive additional reports. The client will also receive a monthly statement from the custodian or brokerage firm. 12  Item 14: Client Referrals and Other Compensation IIM has one referral agreement (also called a “promoter agreement”) whereby IIM compensates a party who is not a client for providing potential client referrals to IIM. IIM has entered into a written agreement with the referring party that sets forth the terms and conditions of the relationship, including the compensation paid to the referring party. IIM is required to make sure that the promoter relationship and related disclosures comply with the Investment Advisers Act, Rule 206(4)-3 and similar state rules. IIM will document any additional client referral arrangement by contract and include specific disclosure statements for prospective clients. The fee arrangement is negotiable for each individual promoter. Item 15: Custody Clients of IIM have discretion to select a qualified custodian to maintain their account assets. IIM maintains relationships with certain qualified custodians with which it has a good working relationship and can suggest the use of such qualified custodians in response to client inquiries for recommended service providers. IIM does not receive monetary compensation for any such referrals. SEC regulations may consider IIM to have custody, on any account under management that has Third Party Standing Letters of Authorization (SLOA). Third Party Transfers are transfers between accounts that do not have a like-to-like Registration and Tax ID. IIM has limited authority to transfer a client’s assets between the client’s accounts if the client has authorized us, as the adviser, in writing to make such transfers and provides a copy of that authorization to the qualified custodians, specifying the client accounts maintained with qualified custodians. These transfers can be one-time requests or standing requests. All wire transfer requests require verbal or written authorization from the client for each wire transfer. We maintain procedures to prevent client assets from conversion or inappropriate use by advisory personnel. In addition, we review all Third Party SLOAs to ensure that there is no relation to IIM. We perform a due diligence inquiry obligation so that we have reasonable belief that the qualified custodian(s) that custody our clients’ funds are sending our clients statements at least quarterly. IIM urges clients to carefully review such statements and compare such official custodial records to the account statements that we may provide. Our statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. IIM includes the following message on statements that we may provide to clients: “This statement is provided by Ipswich Investment Management Co., Inc. to supplement the statement(s) you receive from your qualified custodian. The statement(s) you receive from your custodian is the official statement of account record. Note that this statement may list different market prices as compared to the prices shown on your custodian statement(s). These differences generally result from the use of different pricing sources. If you have any questions, please call us.” For IIM custody accounts, an independent accounting firm conducts surprise annual audits. These audits are on file with the SEC. 13  Item 16: Investment Discretion IIM usually receives discretionary authority from the client at the outset of an advisory relationship, allowing us to select the identity and amount of securities to buy or sell. In all cases, however, IIM exercises such discretion in a manner consistent with the stated investment objectives for the particular client account. To the extent that a client has entered into a non-discretionary investment relationship with IIM, the client must expressly agree to the proposed trade before it is executed. When selecting securities and determining amounts, IIM observes the investment policies, limitations, and restrictions of the clients for which it advises. For registered investment companies, certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made may also limit IIM’s authority to trade securities. Clients must provide investment guidelines and restrictions to IIM in writing. Item 17: Voting Client Securities IIM has a Proxy Voting Policy and Procedure in place; however, proxy voting by the client is available upon request. When a client elects for IIM to assume the responsibility of voting proxies, the following procedures will be in place. IIM’s investment committee serves as the Proxy Voting Oversight Committee (PVOC). The PVOC designates an individual to review all proxy materials to determine if the proxy matters are routine or non-routine. The designee must be a member of the investment committee. In general, our voting takes into consideration our knowledge of the company. We make a decision that, in our best judgment, will maximize the value of the company and therefore our clients’ investment. IIM will vote responsibly on proxy issues in a manner, which, in our best judgment, will maintain or enhance shareholder value. As a general policy, we tend to vote non- shareholder value issues in alignment with management’s recommendations if there is no conflict with shareholder value. IIM makes this judgment independently and with complete objectivity. IIM will review unusual proposals as they arise and if necessary, bring them before a regular investment committee meeting for broader discussion. Contact David MacDougall, Senior Vice President, Managing Director, and CCO, for a copy of IIM’s voting history and/or proxy voting procedure. 14  Summary of Policy Guidelines Our overwhelming responsibility of fiduciary duty to our clients determines our standard policy. In light of this, the primary considerations in determining our response to proxy issues is whether the proposal is in the long-term interests of shareholders. Item 18: Financial Information Registered investment advisers are required in this Item to provide certain financial information or disclosures about IIM’s financial condition. IIM has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. 15