Welcome to Huntington Financial Advisors Investment advisory services are offered through Huntington Financial Advisors®, a service mark and trade name used by The Huntington Investment Company since July 2018. The Huntington Investment Company is an investment adviser registered with the SEC since October 2000. The Huntington Investment Company incorporated on January 17, 1991, and is also registered as a broker–dealer with the SEC (dual registrant) and member of the Financial Industry Regulatory Authority (“FINRA”) and Securities Investor Protection Corporation (“SIPC”). Throughout this document, references to “Huntington”, “HFA”, “We” or “Us” refer to The Huntington Investment Company doing business as Huntington Financial Advisors, together with our affiliates. References to “Client” or “You” refer to individuals, individually or jointly, or entities who have engaged Huntington to provide investment advisory services under one or more of the programs described in this document. The term “Account” refers to the brokerage account for which the Client has engaged Huntington to provide investment advisory services. We are a wholly owned subsidiary of Huntington Bancshares Incorporated. Huntington Bancshares Incorporated (NASDAQ: HBAN), is a publicly held regional bank holding company headquartered in Columbus, Ohio, and its principal subsidiary is The Huntington National Bank (“HNB”), a Huntington affiliate. HNB provides traditional banking and trust services as well as investment management and fiduciary services for certain accounts. As discussed in more detail below, in addition to investment management services provided by non-affiliated entities, Huntington offers its clients investment management services provided by the Private Bank division of HNB (the “Private Bank”). The Private Bank receives compensation, discussed in more detail below, for the ongoing management of the investment portfolios for Huntington Clients. This creates a conflict of interest as Huntington Bancshares Incorporated retains a greater proportion of client fees when the Private Bank is engaged to manage client assets than it does when a non-affiliated investment manager is utilized. Huntington is committed to being transparent, responsive, and objective with its Clients. As such, Huntington offers an Advisory Satisfaction Promise to each investment advisory Client to provide: Prompt Service; Proactive Advice; Transparency; Custom Solutions; and to place Your Needs First. If at any time a Client is not satisfied with Huntington’s advisory service, the last 90 days of wrap program advisory fees paid will be refunded, subject to certain limitations and eligibility requirements. Additional information regarding the Advisory Satisfaction Promise can be found at huntington.com/advisorysatisfactionpromise. Questions about the Advisory Satisfaction Promise can be directed to your financial advisor or to Huntington’s Advisory Resource Group at (800) 530-1690. In our capacity as broker-dealer, we also offer Financial Planning services to interested clients. Wrap Programs on the Envestnet Managed Account Solutions (“MAS”) Platform Huntington, as sponsor, makes available to its Clients certain wrap fee advisory programs, including mutual fund and exchange traded fund wrap, unified managed account (“UMA”) and separately managed account (“SMA”) (collectively, the “Programs”) on an open architecture platform. Clients may invest in the Programs that follow, depending upon their Client profile, which is determined by the completion of a questionnaire that is used to elicit information regarding the Client’s financial goals, objectives and profile. The financial advisor assists the Client in the completion of the questionnaire and the determination of the Client’s investment profile. From the data and information obtained, Huntington develops an investment advisory recommendation designed to meet the needs and goals of the individual Client. The financial advisor will also assist the Client in selecting a strategy that is appropriate for the investment circumstances set forth in the Client’s questionnaire and profile. The financial advisor will provide the Client with an investment strategy proposal (the “Proposal”) and Statement of Investment Selection that identifies the specific strategy recommended to the Client and details the underlying investments, as well as the overall asset style allocation of the strategy. Huntington, through its agreement with Envestnet Asset Management, Inc., an unaffiliated SEC Registered Investment Adviser (“Envestnet”), offers an extensive range of investment advisory services made available to Clients on a fully integrated wealth management solution platform. For Program Accounts on the Envestnet platform, Huntington utilizes National Financial Services, LLC (“NFS”), pursuant to a fully disclosed clearing arrangement, as its clearing broker for securities transactions. NFS provides Clients with brokerage, securities clearing, and custody services on behalf of Huntington. This means that Accounts set up for investment advisory activity with Huntington are held by NFS as custodian, NFS executes most trades for your Account, and your Account statements will come from NFS. Through the Programs, your financial advisor will help you to select from affiliated and unaffiliated money management firms to provide management and investment model choices (collectively, “Investment Models”). There are many different Investment Models offered to fit the needs of Clients with varying risk profiles. Each Investment Model is assigned a standard risk rating and is chosen by the financial advisor to match the risk profile of the Client. All Investment Models provided are offered by either a “Sub-Manager” or “Wrap Strategist” and are actively managed by the applicable manager. The money management firms develop asset allocation models and then choose an appropriate mix of individual equity securities, fixed income securities, mutual funds or exchange traded funds (collectively, “Investment Options”) to populate each model, selecting one or more Investment Option to fill each piece of the asset allocation for that model. The applicable manager will have full discretion to select Investment Options consistent with your investment profile, including commodities, currencies, digital assets and other securities. The Client will not have the ability to direct transactions in individual securities but will retain the right, as discussed in more detail below, to place reasonable investment restrictions on Program Accounts. Client Accounts will be compared to applicable drift parameters at least annually and rebalanced as needed to allow for consistent alignment with the model’s stated target allocation. Huntington may modify applicable drift parameters periodically and without notice to you. In order to minimize unnecessary trading activity, Huntington may apply a de minimis trade level to most Programs. Generally, trades under $250 will not be placed when an Account is rebalanced. Rebalancing has tax implications for Clients, unless the Account is tax-deferred, such as an Individual Retirement Account (“IRA”) or qualified retirement plan. Program managers may also have minimum trade levels higher than Huntington’s minimum which will be followed for rebalancing. Envestnet and Huntington have full discretionary authority to invest, reinvest, and rebalance the assets in Client Accounts within the selected model. Envestnet or Huntington may, when deemed appropriate and without prior consultation with Clients, buy, sell, exchange, convert and otherwise trade in any stock, bonds, mutual funds, and other securities, and may at its discretion replace underlying mutual funds and ETFs in a model. HNB also offers certain Investment Models managed by the Private Bank division of HNB (the “Private Bank”), which are made available to clients of HNB. Huntington makes these Investment Models, identified below as the Huntington Dynamic Portfolios, available to its Clients through Envestnet. Huntington’s financial advisors may recommend Clients purchase an investment portfolio managed by the Private Bank over other non-affiliated investment managers available on the Envestnet platform. Our mutual parent company, Huntington Bancshares, Inc., benefits when Private Bank is selected to manage Program Accounts, this creates a conflict of interest that is addressed by the supervisory oversight and monitoring of investment recommendations to help ensure that Clients are appropriately invested based on factors such as their stated investment objectives and risk tolerance. See Item 9(2), Other Financial Industry Activities and Affiliations and Item 9(3), Participation or Interest in Client Transactions below for further information regarding this conflict of interest and how it is addressed by Huntington. This Brochure describes the following wrap fee advisory programs. The current Programs sponsored by Huntington are as follows: Guided Portfolio Solutions (“GPS”) – Select Asset Allocation Guided Portfolio Solutions (“GPS”) – Select Multi-Manager Portfolios Guided Portfolio Solutions (“GPS”) – Premier Guided Portfolio Solutions (“GPS”) – Total Asset Allocation Guided Portfolio Solutions (“GPS”) – Total Multi-Manager Portfolios Guided Portfolio Solutions (“GPS”) – Tailored Fiduciary Solutions (TFS) Guided Portfolio Solutions (“GPS”) – Foundations Guided Portfolio Solutions (“GPS”) – Wrap Strategist GPS Premier Program GPS Premier is a separately managed account (“SMA”) program in which the Client is offered access to an actively managed investment portfolio chosen from a roster of affiliated and non-affiliated asset managers (each a “Sub-Manager”) from a variety of disciplines. Unlike a mutual fund, where the funds are commingled, an SMA is a portfolio of individually owned securities that can be tailored to fit the Client’s investing preferences. Accounts can be invested in a variety of securities including but not limited to common or preferred stocks, mutual funds, bonds, Treasury bills/notes, Exchange Traded Funds, and options. Envestnet retains the Sub-Managers for non-affiliated portfolio management services in connection with the SMA program through separate agreements entered into between Envestnet and the Sub-Manager on terms and conditions that Envestnet deems appropriate. For certain sub- managers, Envestnet has entered into a licensing agreement with the Sub-Manager, whereby Envestnet performs administrative and/or trade order implementation duties pursuant to the direction of the Sub-Manager. In such situations the Sub-Manager is acting in the role of a model provider. The Private Bank may also act as a Sub-Manager in Program Accounts. This is a conflict of interest because Huntington Bancshares, Inc. retains a greater proportion of the client fee when the Private Bank acts as a Sub-Manager. See Item 9(2), Other Financial Industry Activities and Affiliations and Item 9(3), Participation or Interest in Client Transactions below for further information regarding this conflict of interest and how it is addressed by Huntington. Certain investment strategies will write covered call options on securities purchased in the portfolio by the Sub-Manager. This strategy will sell call options on securities owned (covered) in order to generate additional income from the premium paid by the purchaser of the option contract. If the option contract is exercised by the purchaser, the underlying security will be sold from the Client’s portfolio at the established strike price, which will limit the up-side gain potential for the Client owning the security. The premium received is retained by the Client as income. Clients utilizing this strategy will be required to complete an Option Account Request form and Option Account Agreement in order for the Sub- Manager to transact option contracts. The Option Account Agreement provides the terms, conditions, and risks associated with option contracts. Please refer to the applicable Sub-Manager’s Form ADV, available upon request from your financial advisor, for additional information about this strategy prior to investing. Fees
• For GPS Premier Separately Managed Accounts opened after March 1, 2019 the following tier-based fee schedule will apply: Note: For GPS Premier Accounts the minimum investment amount is $100,000. Individual Sub- Managers may impose a different minimum investment amount, described below. Sub-Manager fees for range between 0.34 – 0.57% for the equity portfolios and between 0.15 – 0.50% for the fixed income portfolios and are subject to change without notice. The Private Bank’s fee is 0.25%. Sub-Manager fees, including the fee payable to the Private Bank, are paid by Huntington and are not paid separately by the Client. These fees are included as part of the agreed upon advisory fee you pay to Huntington for investment advisory services and Huntington pays the Sub-Manager fees on behalf of the Client. A conflict of interest exists when a lower cost Sub-Manager is utilized for your Account because Separately Managed Accounts Separate Account Manager-Equity Separate Account Manager- Fixed Income First $250,000 2.00% 1.50% Next $250,000 1.75% 1.25% Next $500,000 1.50% 1.15% Next $1,000,000 1.35% 1.00% Next $3,000,000 1.10% 0.85% Above first $5,000,000 0.90% 0.70% Huntington retains more revenue for itself. An additional conflict exists when the Private Bank is utilized as a Sub-Manager for your Account since our mutual parent, Huntington Bancshares Inc., retains the entire fee. You should know, however, that your financial advisor’s compensation (see the section discussing financial advisor compensation below) does not vary by SMA Manager selected and your financial advisor has no direct financial incentive to favor one SMA Manager over another. Clients with an existing GPS Premier SMA Account may be on a fee schedule lower than the current fee schedule noted above. GPS Total Asset Allocation and Total Multi-Manager Programs GPS Total Asset Allocation and Total Multi-Manager programs are both unified managed accounts (“UMA”) in which Clients may utilize multiple Investment Options within a single account. For Clients using the GPS Total Asset Allocation program, the Client is offered a single portfolio that accesses multiple affiliated and non-affiliated asset managers, mutual funds and/or ETFs representing various asset classes. For Clients using the GPS Total Multi-Manager Portfolios program, the Client is offered a single portfolio that accesses multiple asset managers or wrap strategists. Utilizing the Envestnet tools, the advisor selects an asset allocation model fitting Client’s profile and investment goals. The advisor then selects the specific, underlying investment strategies, asset managers, wrap strategist, mutual funds or ETFs to complete the portfolio. Once the advisor has established the content of the portfolio, Envestnet provides overlay management services for UMA Accounts and implements trade orders based on the directions of the investment strategies contained in the UMA portfolio. Fees
• For GPS Total Accounts opened after March 1, 2019, the following tier-based fee schedule will apply: GPS Total Asset Allocation and Mutli-Manager Accounts First $100,000 1.75% Next $150,000 1.60% Next $250,000 1.45% Next $500,000 1.25% Next $1,000,000 1.10% Next $3,000,000 1.00% Above first $5,000,000 0.85% Note: For GPS Total Accounts the minimum investment amount is $250,000. SMA Manager minimums apply. Manager fees for the UMA accounts range between 0.36 – 0.52% and are subject to change without notice. Additionally, when the Private Bank is utilized as SMA Manager, Huntington will pay to the Private Bank 0.25%. The SMA Manager fee, including the fee payable to the Private Bank is included as part of the agreed upon advisory fee you pay to Huntington for investment advisory services and Huntington will pay the SMA Manager fee on your behalf. This is a conflict of interest because Huntington retains more revenue when a lower cost SMA Manager is utilized for your Account. An additional conflict exists when Private Bank is utilized as a SMA Manager for your Account, as our mutual parent, Huntington Bancshares Inc., retains the entire fee when Private Bank acts as a SMA Manager for Program Accounts. You should know, however, that your financial advisor’s compensation, see the section discussing financial advisor compensation below, does not vary by SMA Manager selected and your financial advisor has no direct financial incentive to favor one SMA Manager over another. Clients with an existing GPS Total Account may be on a fee schedule lower than the current fee schedule noted above. Huntington Private Bank also provides tactically managed Huntington Dynamic Portfolio Asset Allocation Overlay Services (“HDP Allocation”) for use in GPS Total accounts. Utilizing the Envestnet tools, the advisor customizes the securities selection within the asset allocation models to meet the objectives of the associated model’s risk profiles. Specific investments are not recommended by the Private Bank within the HDP Allocation. The HDP Allocations conform to the guidance provided by the Investment Strategy Team of the Private Bank. If the HDP Allocation is selected, the Private Bank receives compensation from a portion of the program fee that the Client pays to Huntington, thus reducing Huntington’s fee. Although this does not change the amount of the overall program fee paid by the Client, it creates a conflict because Huntington Bancshares, Inc. retains a higher proportion of the client fee when HDP Allocation is utilized. GPS Select Program For Clients selecting the GPS Select asset allocation strategy, Envestnet manages mutual fund and ETF asset allocations based on the recommended investment strategy. For Clients selecting the GPS Select Multi-Manager Portfolios strategy, Envestnet manages asset allocation investment strategies consisting of multiple wrap strategist providers. GPS Select is a fully discretionary asset allocation program offering a series of model portfolios positioned at various points along the risk/return spectrum that correspond to a Clients’ goals and objectives. Fees
• For GPS Select Mutual Fund and ETF only Unified Managed Accounts opened after March 1, 2019 the following tier-based fee schedule will apply: GPS Select First $100,000 1.50% Next $150,000 1.35% Next $250,000 1.20% Next $500,000 1.00% Next $1,000,000 0.85% Next $3,000,000 0.75% Above first $5,000,000 0.65% Note: For GPS Select Mutual Fund and ETF only Unified Managed Accounts the minimum investment amount is $50,000. Clients with an existing GPS Select Mutual Fund and ETF Account may be on a fee schedule lower than the current fee schedule noted above. The Private Bank also provides HDP Allocation for use in GPS Select accounts. Utilizing the Envestnet tools, your financial advisor will customize the securities selection within the asset allocation models to meet the objectives of the associated model’s risk profiles. Specific investments are not recommended by the Private Bank within the HDP Allocation. The HDP Allocations conform to the guidance provided by the Investment Strategy Team of the Private Bank. If the HDP Allocation is selected, the Private Bank receives compensation from a portion of the program fee that the Client pays to Huntington. Although this does not change the amount of the overall program fee paid by the Client, it creates a conflict because Huntington Bancshares, Inc. retains a higher proportion of the client fee when HDP Allocation is utilized. The financial advisors of Huntington can construct asset allocation model portfolios based on model overlays provided by either Envestnet or The Private Bank. The financial advisor’s model portfolios can be utilized for their Clients who have investment objectives and risk goals consistent with the objectives of the model portfolio. Financial advisors select the mutual funds and ETFs, and/or wrap strategist, for each model portfolio from a listing of securities and providers approved by Huntington’s Investment Adviser Program Committee (“IA Committee”). Once the Advisor has established the content of the model portfolio, Envestnet implements trade orders based on the directions of the investment strategies utilized in the UMA portfolio. GPS Tailored Fiduciary Solutions (TFS) Program Clients using the GPS TFS program, are offered a portfolio which may span multiple accounts and access multiple asset managers, mutual funds and ETFs representing various asset classes. The advisor engages Envestnet to recommend a specific investment portfolio which fits the Client’s profile and investment goals. Envestnet provides periodic security and asset allocation recommendations to the advisor on at least an annual basis. The advisor is responsible for establishing and maintaining the investments within the portfolio. Envestnet implements trade orders based on the directions of the investment strategies contained in the TFS portfolio. Fees
• The following tier-based fee schedule will apply: TFS Program All securities First $2,000,000 1.00% Next $3,000,000 0.75% Next $5,000,000 0.65% Above $10,000,000 0.50% Note: For GPS TFS Accounts, the minimum household investment amount is $1,000,000 within the Program with a minimum annual account fee of $1,500. SMA Manager minimums apply. Manager fees for the SMA sleeves range between 0.00 – 0.50% and are subject to change without notice. This manager fee is charged in addition to the agreed upon advisory fee you pay to Huntington for investment advisory services. GPS Foundations Program Clients using the GPS Foundations program are provided with access to diversified portfolios of passively managed mutual funds or ETFs portfolios. The Foundations Program offers diversification across asset classes in allocations designed to achieve results within the client’s stated risk profile. Model portfolios from each manager are comprised of Fidelity’s proprietary mutual funds and/or ETFs. Advisors use the portfolios as investment strategies for managing their Client Accounts. The Foundations Program offers a lower minimum account balance than our other managed money programs. Fees
• The following tier-based fee schedule will apply: Foundations Program Mutual Funds and ETFs First $100,000 1.50% Next $150,000 1.35% Next $250,000 1.20% Next $500,000 1.00% Next $1,000,000 0.85% Next $3,000,000 0.75% Above $5,000,000 0.65% Note: For GPS Foundations Accounts, the minimum household investment amount is $10,000 within the Program. The Sub-Manager fee for the Foundations Program ranges between 0.02 – 0.10% and is subject to change without notice. This fee is included as part of the agreed upon advisory fee you pay to Huntington for investment advisory services and Huntington will pay the Sub-Manager fee on your behalf. This is a conflict of interest because Huntington retains a greater proportion of the Client fee when a manger with a lower fee is utilized for your Program Account. You should know, however, that your financial advisor’s compensation (see the section discussing financial advisor compensation below) does not vary by Sub-Manager selected and your financial advisor has no direct financial incentive to favor one Sub-Manager over another. GPS Wrap Strategists In the GPS Wrap Strategists program, your financial advisor will select one or more investment strategies offered by Wrap Strategists for your Account. Wrap Strategists will invest and reinvest your Account assets in a combination of individual equities, bonds, mutual funds, ETFs or cash in a manner consistent with the Wrap Strategists’ investment strategy HFA offers a variety of Wrap Strategists who utilize a wide variety of investment approaches. Your financial advisor will select one or more Wrap Strategists expected to be consistent with your goals, investment objectives and tolerance for risk. You can learn more about the investment approach of any Wrap Strategist proposed for your Account by reviewing the Form ADV Part 2A (firm brochure) for each Wrap Strategist, which is available upon request from your financial advisor. Fees:
• The following tier-based fee schedule will apply: GPS Wrap Strategist Program Mutual Funds and ETFs First $100,000 1.50% Next $150,000 1.35% Next $250,000 1.20% Next $500,000 1.00% Next $1,000,000 0.85% Next $3,000,000 0.75% Above $5,000,000 0.65% Note: For GPS Wrap Strategist the minimum investment amount is $25,000. Individual Wrap Strategists minimums apply as well. Manager fees for the Wrap Strategists vary and are shown in the table below and are subject to change without notice. Wrap Strategist fees are included as part of the agreed upon advisory fee you pay to Huntington for investment advisory services and Huntington will pay the Strategist fee on your behalf. This is a conflict of interest because Huntington retains a greater proportion of the Client fee when a Wrap Strategist with a lower fee is utilized for your Program Account. An additional conflict exists when Private Bank acts as Strategist for your Program Account, as our mutual parent, Huntington Bancshares Inc., retains the entire fee when Private Bank acts as a Strategist for Program Accounts. You should know, however, that your financial advisor’s compensation, see the section discussing financial advisor compensation below, does not vary by Wrap Strategist selected and your financial advisor has no direct financial incentive to favor one Wrap Strategist over another. ****American Funds PMC Active Portfolios 0.08-0.10% Beacon Capital Management, Inc 0.27% BlackRock Investment Management, LLC 0.02-0.05% Capital Research and Management Company 0.02% Fidelity Target Allocation 0.02% Franklin Templeton PMC ActivePassive Portfolios 0.10-0.20% Frontier Asset Management, LLC 0.22-0.27% Fund Evaluation Group – FEG Managed Portfolios 0.32% Huntington Dynamic Portfolios 0.15%* Morningstar ESG 0.27% Ocean Park Asset Management 0.02% Russell Investments Model Strategies 0.02% Sage Advisory Services, Ltd. Co. 0.25% **SEI Asset

Allocation Programs, SEI Investments Management Corp. 0.02% SSI Investment Management LLC 0.32% ***Vanguard ETF Strategic Model Portfolio, Vanguard Advisers, Inc. 0.02% WestEnd Advisors, LLC 0.32% Wilshire Total Allocation Portfolios 0.02-0.22% *Huntington pays HNB 0.15% annually for client assets invested in Huntington Dynamic Portfolios. This is a conflict of interest for us since our mutual parent, Huntington Bancshares Incorporated, retains the entire client fee when Huntington Dynamic Portfolios is utilized. ** Institutional and Private Client asset allocation models are not available for new accounts with new or existing investors. The SIMC Domestic Asset Allocation Program is available for new accounts with new or existing investors. *** Investments into the Russell, Core, and Standard & Poor’s portfolios offered by Vanguard Strategic Model Portfolios are closed to new investors. **** Closed to new investors. Huntington Dynamic Portfolios (“HDP”) The Private Bank provides actively managed portfolio models comprised of mutual funds and/or ETFs selected to meet stated investment objectives of the portfolio. The Private Bank’s investment management team objectively screens potential investments focusing on 15-factor asset-class specific filters. The team’s scoring metrics include relative measures against stated benchmarks, as well as peer group analysis. A secondary screening is focused on risk adjusted statistics that exhibit desired portfolio characteristics. The result is a subset of potential investment strategies. The team further works to understand the investment management firm’s culture and philosophy as it relates to their investment approach. The firm must meet the quality and consistency standards as defined by the investment management team. Based on a review of quantitative and qualitative scoring, client needs and consensus of the team, the Private Bank team finalizes the investment strategies. On a quarterly basis, the team reviews the 15-factor asset class specific filters to determine whether each strategy meets a minimum of 10 of the factors. Each year the team also reviews all the investments and completes a due diligence questionnaire on the investment strategy and the management firms. Huntington has retained the Private Bank to provide the proprietary HDP models as part of an exclusive licensing agreement. For Huntington Client Accounts managed in accordance with HDP models, the Private Bank acts in the role of a model provider, and Envestnet, pursuant to a services and sub-license agreement with Huntington, performs administrative and/or trade order implementation duties. The HDP portfolios are available in four primary tactically diversified investment strategies: (i) Total Return, (ii) Income Focused, (iii) Tax Efficient, and (iv) Total Return ESG. The Total Return ESG strategy within the HDP portfolios incorporates an environmental, social, and/or governance (“ESG”) screen into the investment selection process. The Total Return ESG portfolio is designed for investors who want ESG considerations reflected within their portfolio. The Total Return ESG portfolio is managed by the same team who manages the Total Return (i.e., non-ESG) portfolio, and the team follows the same research and investment selection process for both portfolios, except that in the case of the Total Return ESG portfolio, an additional positive ESG screen is applied. That screen narrows the resulting potential investments to include only funds that a third-party rating agency has (i) designated as incorporating ESG strategies and (ii) awarded a strong ESG score. The screen applied to the Total Return ESG portfolio is not designed to focus on any particular ESG factor, nor is it designed to eliminate any particular company or types of companies, but instead uses cumulative scoring methodologies. Nevertheless, it is possible that the investment selection process may inadvertently yield a portfolio: (i) that, at a given time, emphasizes one ESG factor more than the others; and (ii) in which any such emphasis may fluctuate from time to time. It is important to note that due to the exclusionary nature of some ESG strategies, it is possible that the Total Return ESG portfolios will not be as diversified as their non-ESG peers. In addition, it is possible that the screen applied would cause the Total Return ESG portfolio to exclude a higher performing investment that a non-ESG strategy would include. These factors can cause an account that incorporates the ESG screen to perform differently than other non-ESG portfolios, and there is no guarantee regarding the extent of such performance differences. Similar strategies are also made available by the Private Bank to investors who meet certain investable asset qualifications. These strategies offer qualified investors a lower rate for the annual fee but require a substantially higher minimum account fee than the strategies offered through Envestnet by Huntington. Client fees may be negotiable within the Private Bank. Cash Balances Huntington offers multiple third-party money market funds for uninvested cash. Money market funds are securities that may increase or decrease in value. They are not insured or guaranteed by the FDIC, any government agency, Huntington, or its affiliates. Money market funds are also subject to management, distribution, transfer agent and other expenses as described in the prospectus. If money market funds held in your program Account charge 12b-1 fees, then such fees will be rebated back to you by Huntington as described in further detail below. Program fees apply to cash held in money market funds. Additional fee information regarding wrap programs on the Envestnet Platform The minimum investment amounts and fees charged depend on the Sub-Manager(s) selected. Fees are calculated on a per-account basis. Mutual funds, ETFs and alternative investments charge their own fees for investing in the respective fund vehicle. Please see the prospectus or other investment material for information regarding fees. Under certain circumstances our fees may be negotiable based upon the type and size of your Account and the total amount you or other members of your household have invested at Huntington, which could result in some clients paying higher (or lower) fees than other clients. In addition, we offer discounted pricing at our discretion that may include current Huntington and HNB employees or members of their immediate family. Services above and beyond our usual services may be assessed an additional fee and are initiated by agreement. However, we will use our best judgment to determine if we believe a Client can benefit from our services. In circumstances where advisory services may no longer be prudent, including but not limited to situations where asset levels fall below minimum investment thresholds, Huntington may convert an Account to a brokerage account upon providing written notice to Client. Accounts converted to brokerage will not be assessed investment advisory fees, however, such accounts will be subject to our standard fees and transaction charges, as described in our Brokerage Fee and Commission Schedule, available at www.huntington.com/Personal/Investments-Overview/disclosures. Huntington will have no obligation to act, monitor, or advise with respect to those brokerage assets. Fees are billed in advance based on the prior month-end closing balance of the Program assets under management in the Client’s Account. Monthly off-cycle billing is performed for initial billing on new Accounts, contributions and/or withdrawals of $10,000 or more, and terminated Accounts occurring within the month. Huntington will use a portion of the wrap fee to pay Envestnet for its portfolio management services. Fees are calculated by Envestnet and uploaded for debit by NFS on the 10th of each month (the billing date) or on the first business day that follows. Accounts must be opened and have a start date populated prior to the billing date for fees to calculate and debit. Huntington offers an optional dollar cost averaging (“DCA”) feature for Program Accounts. With the DCA feature, periodic investments will be made in your selected Investment Model at pre-determined intervals and in pre-determined amounts. While a DCA program may help to reduce volatility over time, investing through a dollar cost averaging strategy does not assure a profit or protect against loss of principal in declining markets. You should be aware, cash held in your Program Account pending investment in a DCA strategy is included in the monthly fee calculation for your Program Account. In most situations, Huntington limits the duration of DCA strategies to 12 months or less. If there is insufficient cash available in your Program Account for the next scheduled DCA investment, that DCA periodic investment and all scheduled future DCA investments will be canceled. You have no obligation to complete a scheduled DCA strategy and may terminate a scheduled DCA strategy at any time by notifying your financial advisor, at least 5 business days prior to the next scheduled DCA transaction. Program manager fees as stated above make up a portion of the overall advisory fee you pay to Huntington for investment advisory services. Changes in Program manager fees may occur without advance notice. Termination/Withdrawal of Funds The Client Agreement and terms and conditions for each Program contain termination provisions. An advisory account agreement may be terminated by either party, at any time, for any reason. Client may terminate the agreement by providing written notice to Huntington. Huntington may terminate the advisory agreement by providing written notice to Client as stated within the Investment Advisory Agreement. An investment advisory Account may be converted to a brokerage account if Huntington determines that maintaining the investment advisory relationship is no longer in the best interest of a Client. After Huntington provides Client with the applicable termination notice of the advisory agreement, all applicable assets will be transferred to such brokerage account and will be subject to applicable brokerage-level service fees and transaction charges as described in our Brokerage Fee and Commission Schedule. Huntington will not be obligated to provide investment advisory services to Accounts converted to a brokerage account. For withdrawal requests of cash that require a liquidation of assets or when an Account is terminated, the assets may not be fully liquidated for up to three business days following the Adviser’s receipt of instructions. This could occur in instances when existing cash held in your Program Account is not enough to cover the requested withdrawal amount or securities must be liquidated to terminate the Account. Please be aware that when a liquidation is necessary, transactions are made at the discretion of the Program investment manager and the availability of funds may exceed this timeframe. Unless instructed differently by Client, undistributed funds that remain in an Account after 30 days from when a request has been made to raise cash, will be made available for reinvestment into the Account’s current portfolio allocation for the applicable asset manager. All Program fees are charged monthly in advance. Each program discloses how fees are paid in the individual program disclosure. When fees are charged in advance, and the Account is terminated, or when a distribution of $10,000 or more is taken, Clients will receive a prorated refund of any pre-paid monthly program fee, based upon the number of days remaining in the month after the termination or withdrawal date. Clients are not charged a brokerage liquidation fee if securities are to be delivered in- kind. However, certain commissions and/or fees may be charged by the receiving broker-dealer liquidating the security positions. Other Fee Information In addition to the advisory fee, described above, you will be responsible for certain brokerage and custodial fees, including service fees paid to Huntington, for brokerage services. These fees include postage and handling fees, outgoing wire fees, account transfer fees, IRA termination fees, stop payment fees, returned check fees, and required regulatory fees such as activity assessment fees. In some cases, Huntington retains a portion of these service fees. This is a conflict of interest for us, as it incents us to use a clearing firm that allows us to mark-up such fees. Please refer to the Advisory Fee Schedule, available at www.huntington.com/Personal/Investments-Overview/disclosures for details, including, if applicable, any fee mark-ups. Each of the Programs may invest assets in open-end mutual funds (including money market funds), closed-end funds, ETFs, American Depositary Receipts (“ADR”) and other pooled investment vehicles that have various internal fees and expenses, such as management fees, which are paid by such funds but ultimately borne by the Client as fund shareholder. The Client, as a shareholder of the fund, will bear these internal fees and expenses, in addition to the wrap fee, and the Client is not entitled to any refund of the funds’ internal fees and expenses ultimately borne by the Client, or other, offset against the wrap fee. Certain mutual fund companies impose a transactional surcharge for purchasing and liquidating certain share classes of mutual funds within an investment advisory Account. These surcharges are paid by Huntington and increase costs associated with the overall management of the Account. Huntington seeks to avoid using share classes that impose a surcharge and, in these cases, will select the next lowest cost share class available to keep expenses, and therefore Huntington’s fee schedules, competitive. In these circumstances, clients will not hold the lowest cost share class of a particular fund. This is a conflict of interest because Huntington pays such fees on behalf of Accounts and therefore has an incentive to utilize share classes that do not impose such fees or that impose lower fees over other funds that impose greater fees. Please discuss the available options, as well as costs and expenses with your financial advisor. In addition, certain mutual fund share classes purchased in a Program Account charge fees pursuant to Rule 12b-1 of the Investment Company Act of 1940. Because this has the potential to create a conflict of interest with share class selection, Huntington periodically reviews share class selection and will seek to use the lowest cost share class for which Program Accounts are eligible. In any event, any 12b-1 fees received by Huntington on mutual funds held within a Client Program Account, will be credited back to the Client’s Program Account. Huntington will not retain 12b-1 fees received from NFS or other sources that result from a Program Account. Finally, some mutual funds and/or ETFs, will charge, and not waive, redemption fees, management fees, distribution fees, commission, and other fund expenses (e.g., 12b-1 fees) on certain transactions in accordance with their prospectuses. The fees, transaction costs and other expenses charged by mutual funds and/or ETFs are described in each fund's prospectus. You should consider these additional costs in assessing the reasonableness of your advisory fee. These fees are charged by the fund company in which Client assets are invested and are not retained by Huntington. A client could invest separately in an individual mutual fund, ETF, or other security directly, without the portfolio management services associated with the Programs. In that case, the client would not bear the management fees Huntington charges. However, the client would not receive the management services which are designed, among other things, to assist the client in allocating his or her assets across asset classes, and which mutual funds, ETFs or other investments are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and Huntington’s fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. For important information about each fund, including investment objectives, risks, charges, and expenses, the Client should read each fund’s prospectus carefully and consider all of the information in it before investing. Envestnet offers two optional overlay services available to Clients on the MAS platform. Tax Overlay Service – This service provided by Envestnet, provides a solution for investors to control and customize unrealized gains that are embedded within their portfolios, or for investors who have other unique circumstances that may require an individualized strategy. Envestnet provides this ongoing tax management service to help eliminate the need for year-end tax loss harvesting and consider tax implications that may detract from after-tax returns. The Tax Overlay Service seeks to minimize the negative impacts of Federal taxes on a non-qualified portfolio over time. No strategy, including the Tax Overlay Service, can completely eliminate the impact of Federal taxes on a portfolio or prevent the eventual realization of imbedded taxable gains. Impact Overlay Service – This service provided by Envestnet, provides a customizable solution for investors to align their values with diversified portfolios that employ impact investing approaches. The service focuses on tailored investing based on financial returns as well as positive social or environmental impact. In general, the fee for either service is as follows, however, if a Client selects one or both services, there will only be one Overlay fee assessed. Please see your advisor for applicable pricing. Account Assets Overlay Fee $0 - $10 Million 10 basis points $10 to $25 Million 8 basis points Above $25 Million 5 basis points The fee for the optional services is applicable to the TFS and GPS Total Programs and is in addition to the established investment advisory fee schedule outlined within the Client’s statement of investment selection. The fee is paid to Envestnet for their overlay service and Huntington does not keep any portion of this fee. Certain investment managers provide portfolios that invest in American Depositary Receipts (“ADRs”). The ADR is a negotiable certificate that provides an ownership interest in a non-U.S. company’s shares that are deposited with a U.S. bank. The purchase and sale of an ADR is facilitated on an American exchange, and the U.S. bank holding the securities as custodian may charge a nominal custody fee for the registration and service functions it performs. The fees incurred are paid directly to the ADR custodian and are not received as compensation by Huntington or its financial advisors. Please see the applicable manager prospectus or related disclosure documents for additional information. In addition, Foreign Taxes will typically be withheld from proceeds of an ADR sale or dividend payment. The tax treatment of ADRs can be complex and investors should consult their tax advisor regarding specific questions about their tax situation. Huntington does not provide tax or legal advice. Huntington’s financial advisors provide brokerage services in addition to investment advisory services and receive commissions as a result. Your financial advisor has an incentive to recommend certain products or services over others based upon the compensation that they may receive. Please see Item 9 below for information regarding this conflict of interest and how it is addressed by Huntington. Clients may choose to purchase investment products that we have recommended through other brokers or agents not affiliated with us and outside of their investment advisory Account with Huntington. Investments made by Clients outside of the Huntington investment advisory Account are not managed or reviewed by Huntington. Clients choosing to invest in this manner should understand that Huntington will not bear any ongoing due diligence responsibility or oversight regarding assets held outside the advisory Account. Additional Fees and Compensation Information The Program Wrap Fees As detailed above, each of the Programs are wrap fee advisory programs. The “wrap fees” for such programs cover the portfolio management services, the execution of most transactions, the clearing and settlement of trades and custody of Clients’ assets for transactions executed through NFS. Envestnet and other Sub-Managers will, from time-to-time, execute trades through a broker dealer other than NFS when they determine, in their sole discretion, that it would be in the client’s best interest. Sub-Managers may group together securities to buy or sell for more than one Client and execute trades for those securities through one broker-dealer to obtain favorable execution, to the extent permissible by law. Transactions of this type are often referred to as “step-out trades” or “trading away.” Sub-Managers that utilize a manager traded model, where they have the ability to direct transactions to a particular broker dealer, will typically step-out most, if not all, trades through a broker dealer other than NFS. You will incur the costs associated with brokerage commissions, dealer markups and markdowns, and dealer spreads when step-out trades are executed. These costs will be included within the net price you receive and are not separately disclosed by the executing broker, or NFS, in your trade confirmation or Account statement. Step-out trading will typically occur by Sub-Managers for the GPS Premier SMA Wrap Program and the GPS Total Multi-Manager Program. Huntington does not receive any benefit when Sub-Managers or SMA Managers elect to trade away. Information on the trading practices of the Sub-Managers that engage in step-out trades is summarized below. This information is based on data supplied to us by the Sub-Managers. We make no representations regarding the accuracy of the information presented and cannot guarantee that the trading practices reflected below will be adhered to in the future. You should carefully review the ADV Part 2 for the Sub-Manager selected for your Account for additional information regarding its trading practices. Investment Manager/Product 2022 Dollar weighted percentage of client step out trades 2022 Average trading costs for trades (cents per share/bond) *** AB Strategic Research Balanced – CISH/Non CISH Managed Account AB Concentrated International Growth Equity AB US Large Cap Growth 0% $0 Breckinridge Intermediate Tax-Efficient Muni Managed Account 96.7% $0 Kayne Anderson Rudnick Small Cap Growth Managed Account 0% $0 GW&K 2-8 Year Active Municipal Bond Managed Account GW&K Intermediate Municipal Managed Account GW&K Short Term Taxable Managed Account 100% $0 Pacific Income Market Duration MACS Managed Account 60.44% $0.001 or lower Nuveen Preferred Securities Managed Account 0% $0 Cullen Capital Management 0% $0 Tom Johnson Intermediate Fixed Income Managed Account 38% $0 Envestnet Equity 4.50% $0.00046 Fixed Income 100% $0.001006 *** The amount of mark-up, mark-down, or per share cost may vary depending on market liquidity and other factors. Comparative Costs of the Programs Participating in this program may cost the Client more or less than purchasing advisory and brokerage services separately. Other factors to consider in determining whether a wrap program is appropriate for your circumstances include the amount of the investment and the frequency and quantity of trades needed to meet a Client’s financial objectives. The factors that bear upon the relative cost of each of the Programs include:
• The cost of the services if provided and charged separately;
• The wrap fee rate charged to the Client in the Program;
• The trading activity in the Client’s account; and
• The quality and value of the services provided. A Client who participates in any of the Programs should consider that, depending upon the above listed factors, the wrap fee may or may not exceed the aggregate cost of the services if they were purchased separately. Restrictions Subject to review and approval by Huntington and any applicable Sub-Manager, clients have the opportunity to place reasonable restrictions on the types of investments that will be managed on the Client’s behalf. The Client must provide these restriction requests to Huntington by contacting your Financial Advisor. If Huntington or any of the portfolio managers for the Programs deem the restriction request(s) unreasonable, Huntington will notify the Client of this in writing. Clients should be aware that any Client-imposed investment restrictions will cause the portfolio manager for the Client’s Program Account to deviate from investment decisions it would otherwise make in managing the Client’s Account, and as a result may negatively affect the performance of the Account. Not all types of investment advisory accounts have the ability to be restricted. Compensation The financial advisor recommending the wrap fee program receives compensation as a result of a Client participating in a Program Account. The amount of compensation may be more or less than if the Client participated in other programs or paid separately for investment advice, brokerage or other services. Therefore, in some circumstances, there is a financial incentive to recommend the wrap fee program over other programs or services. Further, financial advisors receive compensation based on the amount of assets under management within a Client’s Program Account and as Program Account assets increase, the amount of compensation received by a financial advisor will also increase. This also creates a conflict of interest and Huntington mitigates this conflict through a centralized review process of all account type recommendations to determine the appropriateness of such recommendation as compared to the Client’s stated investment objectives and financial situation and periodic account monitoring. Please see Item 9(4) for additional information about Huntington’s review of Accounts.