TUFTON CAPITAL MANAGEMENT, LLC

Tufton Capital Management, LLC Form ADV Part 2A Item 1 – Cover Page Form ADV Part 2A Tufton Capital Management, LLC CRD # 113543 SEC File # 801-50228 303 International Circle Suite 430 Hunt Valley, MD 21030 Telephone: 410-400-8500 www.tuftoncapital.com Date of brochure: May 9, 2025 This brochure provides information about the qualifications and business practices of Tufton Capital Management LLC. If you have any questions about the contents of this brochure, please contact us at the telephone number listed above or via e-mail through our website. 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 Tufton Capital Management LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Tufton Capital Management LLC is registered with the Securities and Exchange Commission. Registration does not imply that Tufton Capital Management LLC, or its representatives, have attained a certain level of skill or training. Unless the context otherwise requires or indicates, all references in this brochure to “we,” “us,” “our,” “firm,” and “Tufton Capital” refers to Tufton Capital Management LLC.  Tufton Capital Management, LLC Form ADV Part 2A Item 2 – Material Changes Form ADV is the uniform form used by investment advisers to register with both the Securities and Exchange Commission and state securities authorities. Form ADV Part 2, a component of Form ADV, is a narrative brochure that contains information such as the types of advisory services offered, the advisor’s fees schedule, disciplinary information, conflicts of interest, and the educational and business background of management and key advisory personnel. Please contact your portfolio manager if you would like to receive a free copy of the most current Tufton Capital Management ADV Part 2. This Brochure dated May 9, 2025, contains material changes since our last Brochure update on March 25, 2025. Mercer Global Advisors Inc. has entered into an agreement to acquire Tufton Capital Management, LLC. The transaction closed on April 30, 2025, and resulted in a change of ownership. Mercer Global Advisors Inc. owns one hundred (100%) percent of the operating assets of Tufton Capital Management, LLC. Due to the Acquisition of Tufton Capital Management, LLC, the firm has provided notice to affected clients of the assignment to Mercer Global Advisors Inc. (a SEC-registered investment advisor) of such clients’ advisory arrangements with Tufton Capital Management, LLC to the extent required under applicable law. Once the account transfer process is complete at the custodial level, Tufton Capital Management, LLC will file a Form ADV-W to wind down the advisory business. Copies of Mercer Global Advisors’ ADV Part 2A, Form CRS and Privacy Notice are available upon request by calling 888.565.1681 or at www.merceradvisors.com. 2  Tufton Capital Management, LLC Form ADV Part 2A 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 5 Item 6 – Performance-Based Fees and Side-By-Side Management 6 Item 7 – Types of Clients 6 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss 6 Item 9 – Disciplinary Information 7 Item 10 – Other Financial Industry Activities and Affiliations 7 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 7 Item 12 – Brokerage Practices 7 Item 13 – Review of Accounts 8 Item 14 – Client Referrals and Other Compensation 9 Item 15 – Custody 9 Item 16 – Investment Discretion 9 Item 17 – Voting client Securities 9 Item 18 – Financial Information 10 3  Tufton Capital Management, LLC Form ADV Part 2A Item 4 – Advisory Business A. Tufton Capital Management, LLC is an SEC-registered investment advisor providing investment management services to individuals, pension, and profit-sharing plans, 401(k) plans, trusts, estates, charitable organizations, and corporations. We are in Hunt Valley, MD and have continuously been in operation since November 1995. The firm is owned and operated by its employees. J. Scott Murphy, Eric Schopf and Charles Meyer are all equity partners. B. Tufton Capital Management provides clients with ongoing investment advisory service on a fee- only basis. Diversified client portfolios are primarily composed of three asset classes: Money market funds or other short-term investment vehicles; fixed income securities; and equity securities. Money market funds are utilized to provide liquidity and safety of principal. Fixed income instruments are held for income and stability. Equity investments are held to provide appreciation potential and generate a growing source of investment income. We conduct our own independent investment research and invest in individual publicly traded securities. Exchange traded funds and mutual funds may be used on occasion to gain exposure to specific sectors of the market. Options on equity securities may also be utilized as a sub- investment strategy when account circumstances warrant. We employ a value-oriented investment style utilizing a combination of growth and value stocks. Value stocks typically trade at low prices relative to anticipated earnings and have above average dividend yields. Growth stocks offer value when purchased at prices that do not reflect future growth potential. Investments are made in companies with strong underlying fundamentals such as recognized trademarks, strong balance sheets, and profitability, but whose share price is temporarily depressed due to some solvable company problem, external factor, or other misunderstanding. We primarily invest in large, domestic companies. However, we also take positions in small and mid-size companies as well as companies headquartered abroad. Fixed income investments reflect our outlook for inflation and interest rates as well as underlying credit risk. C. Investment portfolios are tailored to the needs of the individual client. The portfolio manager collaborates closely with the client to draft an investment policy statement which sets the parameters for the investment portfolio. Among other factors, the statement incorporates investment return expectations, risk tolerance, time horizon, and income requirements in formulating an asset allocation framework. The investment policy statement will also include any restrictions regarding specific investments. For example, some clients may wish not to 4  Tufton Capital Management, LLC Form ADV Part 2A invest in the tobacco industry. The investment policy statement is a dynamic instrument and may be modified over time as client circumstances change. D. We do not place client assets in wrap fee programs. E. As of December 31, 2024, we manage the following assets: Discretionary Assets $810,080,632 Non-discretionary Assets $0 Total $810,080,632 Item 5 – Fees and Compensation A. Fees are assessed based on the client’s assets under management. The basic fee schedule is as follows: 1.00% on the first $2,000,000 .75% on the next $3,000,000 .50% on the balance of the account B. All fees are charged quarterly in advance. We have a $500,000 account minimum. Related accounts are combined for fee calculation purposes. Fees on accounts more than $10,000,000 are negotiable. A flat fee is available to those clients where appropriate and at the sole discretion of Tufton Capital Management. Clients have the option of being billed for our services or having the fee deducted directly from their account. Although, upon a client’s request, we will provide an invoice to the client indicating the amount of the fee, the value of the assets upon which the fee was based, and the way the fee was calculated, it is the client’s responsibility to verify the accuracy of the fee calculation. The custodian will not determine whether the fee has been accurately calculated. Please see Item 15 for a full description of custody services. An hourly fee schedule is available to those people seeking investment advice on a non- continuous basis. The schedule is as follows: Support staff $75 per hour, Investment professional, $175 - $200 per hour. C. In addition to investment management fees, the client may be subject to brokerage commissions on equity transactions. Please see Item 12 for a complete description of our brokerage practices. Additional expenses may be incurred if third-party managed products are held in a portfolio. For example, exchange traded funds, mutual funds and closed-end funds have various management and administrative fees related to them. These related expenses are in addition to the management fees charged by Tufton Capital Management. We do not receive any compensation for the sale of the third-party managed products. 5  Tufton Capital Management, LLC Form ADV Part 2A D. An advisory relationship may be terminated upon written notice by either the client or Tufton Capital Management and shall be effective as of the close of business on the first business day following the receipt of such notice. In the event of termination, fees paid in advance will be refunded, pro rata, to the client based on the number of days remaining in the quarter. E. We do not receive compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6 – Performance-Based Fees and Side-By-Side Management Tufton Capital Management does not charge performance-based fees. We believe that the asset-based fee schedule aligns our interests with the client’s. Item 7 – Types of Clients We provide investment management services to individuals, pension, and profit-sharing plans, 401(k) plans, trusts, estates, charitable organizations, and corporations. The required minimum to establish an account is $500,000. We will accept accounts that are less than the minimum at our sole discretion. There is no minimum balance for maintaining an account. However, we may, at our discretion, terminate an account that drops in value to a level where we believe that we can no longer add value as an investment manager. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Tufton Capital Management conducts proprietary fundamental research to identify potential investments. We employ a value-oriented investment style utilizing a combination of growth and value stocks. Value stocks typically trade at low prices relative to anticipated earnings and have above average dividend yields. Growth stocks offer value when purchased at prices that do not reflect future growth potential. Investments are made in companies with strong underlying fundamentals such as recognized trademarks, strong balance sheets, and profitability, but whose share price is temporarily depressed due to some solvable company problem, external factor, or other misunderstanding. We invest primarily in large, domestic companies. However, we also take positions in small and mid- size companies as well as companies headquartered abroad. Investment turnover, which represents the frequency of trading within a portfolio, is very low. Fixed income investments reflect our outlook for inflation and interest rates as well as underlying credit risk. Bonds and other fixed income vehicles are held to provide investment income and stability of capital. Fixed income investments are not actively traded. B. Our management philosophy does not represent extreme positions or opportunistic styles. Portfolios diversified across asset classes help mitigate volatility. None the less, all investments carry the risk of losses which clients should be prepared to bear. 6  Tufton Capital Management, LLC Form ADV Part 2A Item 9 – Disciplinary Information Tufton Capital Management does not have any firm or individual legal disciplinary events to report. Item 10 – Other Financial Industry Activities and Affiliations No employees are affiliated with other companies in the financial industry. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Officers and employees of Tufton Capital management strictly adhere to the firm’s code of ethics. The Code sets forth standards of conduct and requires compliance with federal securities laws. Our Code specifically addresses potential issues that may arise from our advisory services. A copy of the firm’s code of ethics is available to any client or prospective client upon request. B. The firm places a high value on ethical conduct and promotes compliance with fiduciary standards by always placing the client’s interests first. Among other matters, the Code requires all employees to report their securities transactions on a quarterly basis and personal investment holdings on an annual basis. The reporting procedures are designed to prevent employees from executing trades ahead of client trades. In many cases, employees invest in the same securities as those for clients. When a transaction (purchase or sale) is initiated and completed in the same day, all clients and employees participate on an equal basis. If a transaction is only partially completed with a particular broker, the transaction is pro-rated among client accounts only and employee accounts are excluded. Employees are restricted from buying or selling a security within five business days before the same security is purchased or sold on a firm-wide basis in client accounts. Item 12 – Brokerage Practices A. Tufton Capital Management utilizes numerous custodians for client accounts. All things being equal, the client’s custodian is engaged to execute orders. The custodians that we have selected offer a combination of technical capability and support infrastructure, market coverage, clearance and settlement efficiencies, and low cost. Direct and indirect costs are considered to obtain the highest quality trade execution. In addition to commission schedules, brokers are continuously evaluated on their brokerage services. The services may include execution capability; responsiveness to advisor; value of investment research; block trading capability; communication skills; use of automation; and administrative ability. Contracts with custodians are also reviewed to determine trade-away capability and the impact on future brokerage charges. We have an obligation to use our best efforts to obtain the best available price and most favorable execution with respect to all transactions executed on behalf of our clients. Best execution efforts provide assurance to clients that we will act in their best interest when dealing for them in the securities markets. Best execution results are monitored on a trade-by-trade 7  Tufton Capital Management, LLC Form ADV Part 2A basis by the portfolio manager and on a weekly basis when all trade activity is reviewed by the chief compliance officer. We have negotiated a single consistent commission rate ($.00/per share) with all custodians and brokers except in instances where a client’s choice of custodian mandates a higher commission rate. The client-directed custodian or brokerage arrangements are not subject to best execution guidelines. We review commission rates periodically to ensure they are reasonable. 1. Research and Other Soft Dollar Benefits. A broker other than the client’s custodian may be utilized (trade-away) if better order execution may be achieved. Third-party brokers may also be utilized to gain access to investment research by directing order flow in exchange for brokerage commissions. Agreements to direct order flow in exchange for products or services are called soft-dollar agreements. We have no soft-dollar contracts in place. 2. Brokerage for Client Referrals. We do not receive client referrals from broker dealers or third-party providers. Custodians and brokers are selected solely based on the criteria described in Item 12, section A. 3. Directed Brokerage. transactions through a particular broker with which we do not have a relationship, the client shall be responsible for negotiating all terms. Correspondingly, we will not be able to seek better execution service or prices from other brokers nor will we be able to aggregate the client transactions for execution with orders from other accounts that we manage. Consequently, higher commissions or other transaction costs may result in less favorable net prices. B. When possible, orders for accounts held at the same custodian are aggregated to provide uniform execution prices. Item 13 – Review of Accounts A. All client portfolios are formally reviewed on an annual basis. Portfolios are evaluated in relationship to investment objectives, asset allocation guidelines and risk tolerance. The review is coordinated by the chief compliance officer and conducted by the portfolio manager. B. The portfolio manager also reviews accounts in preparation for client meetings and as new investments are added to a portfolio or as security positions are reduced or eliminated. C. Custodians provide a written statement of account holdings no less than quarterly, and in most cases, monthly. The statements reflect current holdings, purchases and sales, investment 8  Tufton Capital Management, LLC Form ADV Part 2A income, and cash additions and withdrawals. Custodians also provide confirmation notices for executed orders and year-end tax documents. In addition to custodial statements, Tufton Capital Management makes written account statements available on a quarterly basis. Our reports include a listing of holdings with acquisition dates and purchases and sales made during the quarter. Item 14 – Client Referrals and Other Compensation A. Tufton Capital Management does not compensate non-employee (outside) consultants, individuals, and/or entities (Solicitors) for client referrals. B. Some members of the firm may have a portion of their compensation based on new business development. Marketing personnel may receive a commission if they are responsible for the attainment of a new account. The annual commission is equal to 33% of the investment management fee for that year and is paid for each of the first three years of the account relationship. The commission payment comes out of the investment management fee charged by Tufton Capital Management and does not increase the management fee paid by the client. Item 15 – Custody Tufton Capital Management does not maintain custody of client assets. Qualified custodians such as broker-dealer firms and banks are utilized for custody services. Custodians provide a written statement of account holdings no less than quarterly, and in most cases, monthly. Custodians also provide confirmation notices for executed orders and year-end tax documents. Tufton Capital Management makes client account statements available on a quarterly basis. Reports are generated from an internal accounting system used in the daily reconciliation of custodial records. We urge clients to compare the account statements received from their custodian with those received from us to ensure accuracy. Item 16 – Investment Discretion Tufton Capital Management operates with full investment discretion. We do not seek client approval prior to making investment changes. The discretionary nature of our advisory services is included in our contract of investment services, which must be signed by the client and an officer of the firm. Client limitations on investment decisions are set during initial meetings when a formal investment policy statement is established. Limitations may include asset allocation, equity diversification characteristics, or specific industry exclusion. For example, some clients may not wish to make investments involving the tobacco or alcohol industries. Item 17 – Voting Client Securities A. The client has the option of voting their own securities or having us vote on their behalf. The option is made at account inception but may be changed at any time. When voting client 9  Tufton Capital Management, LLC Form ADV Part 2A securities, we consider only those factors that relate to the client’s investment(s) or that are established by the client’s written instructions. We generally cast proxy votes in proposals that: Increase shareholder value. a. Maintain or strengthen the shared interests of shareholders and management. b. c. Maintain or increase shareholder influence over the issuer’s board of directors and management. d. Maintain or increase the rights of shareholders. Proxy votes generally will be cast against proposals having the opposite effect of those listed above. We vote in a prudent and timely fashion and only after careful evaluation of the issue(s) presented on the ballot. After conducting an appropriate cost-benefit analysis, not voting at all on the presented proposal may be in the best interest of the client. We generally do not vote proxies in which we control less than a 1% interest. In exercising voting discretion, we shall avoid any direct or indirect conflict of interest raised by such a voting decision. We will provide adequate disclosure to the client if any substantive aspect or foreseeable result of the subject matter to be voted upon raises an actual or potential conflict of interest to the firm. We will keep certain records required by applicable law in connection with our proxy voting activities for clients and shall provide proxy-voting information to clients upon their written or oral request. A copy of our proxy-voting policies and procedures is available to clients upon request. B. Clients electing to vote securities themselves will receive proxies or other solicitations directly from their custodian or a transfer agent. Clients may contact their portfolio manager with questions about any solicitations they receive. Item 18 – Financial Information The management of Tufton Capital Management believes that they are financially sound. We do not have any adverse financial information to disclose. A balance sheet has not been provided because we do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. In addition, we do not have custody of client funds or securities. Although we have discretionary authority to place trades in client accounts and to deduct investment management fees where approved, we do not have discretion to withdrawal client funds or securities for any other purpose. Please see Item 15 for a full description of custody services and Item 16 for a full description of investment discretion. 10