FIFTH THIRD SECURITIES, INC.

PASSAGEWAY MANAGED ACCOUNT WRAP FEE PROGRAM BROCHURE (Form ADV Part 2A, Appendix 1) 38 Fountain Square Plaza Cincinnati, OH 45263 Phone: (888) 889-1025 www.53.com SEC File No. 801-63623 Date of Brochure: July 14, 2025 This wrap fee program brochure provides information about the qualifications and business practices of Fifth Third Securities, Inc. If you have any questions about the contents of this brochure, please contact us at 888-889-1025. 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 Fifth Third Securities, Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov. This wrap fee program brochure provides information about Fifth Third Securities, Inc. and the Passageway Managed Account Program. You should review the information and consider all factors, including but not limited to, investment risks, fees, and conflicts of interest prior to becoming a client of the Passageway Managed Account Program. Fifth Third Securities is the trade name used by Fifth Third Securities, Inc., a member FINRA/SIPC and a registered investment advisor with the U.S. Securities & Exchange Commission. Registration does not imply a certain level of skill or training. Securities and investment advisory services offered through Fifth Third Securities: Are Not FDIC Insured Offer No Bank Guarantee Are Not Insured By Any Federal Government Agency May Lose Value Are Not A Deposit 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 1 of 48  Item 2 – Material Changes This section describes the material changes to the Fifth Third Securities, Inc. (“FTS” or “we”) Form ADV Part 2A, Appendix 1 (“Brochure”) since the March 31, 2025 version. • Item 4.B.16) - Aspire Strategist Portfolios Program (“Aspire Program”) – Section was added to disclose new Passageway program where FIWA has retained Aspire Strategist Portfolios, LLC to recommend investments and models in the Aspire Program. See page 16 for additional information. • Item 4.B.17) - Cantor Fitzgerald Managed Sponsored Program (“Cantor Fitzgerald Program”) – Section was added to disclose new Passageway program where FIWA has retained Cantor Fitzgerald Investment Advisors, L.P. to recommend investments and models in the Cantor Program. See page 16 for additional information. • Item 4.B.18) - Frontier Asset Model Provider Investment Strategies Program (“Frontier Program”) – Section was added to disclose new Passageway program where FIWA has retained Frontier Asset Management, LLC to recommend investments and models in the Frontier Program. See page 16 for additional information. • Item 4.C.1) FIWA, NFS, and Portfolio Manager Fees – Added details about the fees assess to FTS for the Aspire Program, Cantor Fitzgerald Program, Frontier Program, and the added “US Sector Momentum” under the Symmetry Program. See pages 17-19 for additional information. • Item 4.K. Trade Allocations and Block Trading – Section updated to provide additional information that FTS has no control over a Portfolio Manager’s allocation policies except when FTS and our IARs act as the Portfolio Manager. See pages 25-26 for additional information. • Item 4.M. Holding a Client or Instruction – Section has been enhanced to provide additional information regarding when FTS and FTS’ IARs can choose not to act upon a client’s instruction or order if FTS has a belief that the client is subject to financial abuse or is engaged or potentially engaged in a criminal activity (directly or indirectly). See page 26 for additional information. • Item 6.C.2) Methods of Analysis, Investment Strategies, and Risk of Loss – Section updated to provide information related to risks associated with Artificial Intelligence (“AI”). See page 30 for additional information. • Item 9.C. Additional Conflicts of Interest (Conflicts Related to Receipt of Educational, Marketing, & Other Financial Support) – Section updated to provide additional information regarding the receipt of compensation or reimbursement from Portfolio Managers, products companies, and service providers and the conflicts this creates. See pages 38-39 for additional information. • Fee Schedule – Updated the Standard Fee Schedule. See pages 46-49 for additional information. A. B. Item 3 – Table of Contents ITEM 1 – COVER PAGE .................................................................................................................................... 1 ITEM 2 – MATERIAL CHANGES ..................................................................................................................... 2 ITEM 3 – TABLE OF CONTENTS ................................................................................................................... 2 ITEM 4 – SERVICES, FEES, AND COMPENSATION ................................................................................... 4 ABOUT FIFTH THIRD SECURITIES ................................................................................................................... 4 PASSAGEWAY INVESTMENT MANAGEMENT PROGRAMS.................................................................................... 4 1) Passageway One Program ................................................................................................................. 8 2) Advisor Directed Program .................................................................................................................. 9 Separately Managed Account Program (“SMA Program”) ................................................................ 9 3) Investment Management Group Portfolios Program (“IMG Program”) ............................................ 10 4) 5) Symmetry Managed Mutual Fund Portfolio Program (“Symmetry Program”) ................................. 11 6) Goldman Sachs Multi-Manager Mutual Fund Portfolio Program (“Goldman Sachs Mutual Fund 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 2 of 48  C. D. E. F. G. H. I. J. K. L. M. A. B. C. A. B. C. D. A. Program”) – formerly known as the Standard and Poor’s Managed Mutual Fund Portfolio Program ..... 11 7) Goldman Sachs Multi-Manager Exchange Trade Funds Portfolio Program (“Goldman Sachs ETF Program”) – formerly known as the Standard and Poor’s Exchange Trade Funds Portfolio Program ...... 12 8) Fund Evaluation Group Managed Program (“FEG Program”) ........................................................... 13 9) Wilshire Program ............................................................................................................................... 13 10) Russell Investment Management Program (“Russell Program”) ....................................................... 13 11) Vanguard Investment Management Program (“Vanguard Program”) ............................................. 14 12) Brinker Capital Management Program (“Brinker Capital Program”) ................................................ 14 13) AllianceBernstein Dynamic Multi-Asset Program (“AllianceBernstein Program”) ............................ 14 14) BlackRock Global Allocation Selects Program (“BlackRock Program”) .............................................. 15 15) Capital Global Model Portfolios Program (“Capital Group Program”) .............................................. 15 16) Aspire Strategist Portfolios Program (“Aspire Program”) .................................................................. 16 17) Cantor Fitzgerald Managed Sponsored Program (“Cantor Fitzgerald Program”) ............................. 16 18) Frontier Asset Model Provider Investment Strategies Program (“Frontier Program”) ...................... 16 19) Passageway Focus Program .............................................................................................................. 16 INVESTMENT ADVISORY FEE INFORMATION .................................................................................................... 17 1) FIWA, NFS, and Portfolio Manager Fees ............................................................................................ 17 2) Passageway Program Standard Fee Schedule: .................................................................................. 19 3) Tax Overlay Service Fee Schedule: ..................................................................................................... 20 CLIENT HOUSEHOLDING INVESTMENT ADVISORY FEES ...................................................................................... 20 IAR COMPENSATION ................................................................................................................................... 21 1) Recruitment Compensation ............................................................................................................... 22 IAR Forfeiture of Compensation ......................................................................................................... 23 2) MUTUAL FUND AND ETF FEES ...................................................................................................................... 24 ADDITIONAL COSTS CHARGED BY CUSTODIAN ................................................................................................. 24 MISCELLANEOUS FEES ................................................................................................................................. 24 TRADE ERRORS .......................................................................................................................................... 25 BEST EXECUTION ........................................................................................................................................ 25 TRADE ALLOCATIONS AND BLOCK TRADING .................................................................................................... 25 NON-MANAGED ASSETS AND WORTHLESS SECURITIES ..................................................................................... 26 HOLDING A CLIENT’S ORDER OR INSTRUCTION ................................................................................................ 26 ITEM 5 – ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ......................................................... 26 MINIMUM ACCOUNT REQUIREMENT ............................................................................................................. 26 CHANGES TO A CLIENT’S FINANCIAL SITUATION ............................................................................................... 27 TYPES OF CLIENTS ....................................................................................................................................... 27 ITEM 6 – PORTFOLIO MANAGER SELECTION AND EVALUATION ..................................................... 27 SELECTION AND REVIEW OF PORTFOLIO MANAGERS ........................................................................................ 27 RELATED ENTITIES AS PORTFOLIO MANAGER................................................................................................... 28 1) Fifth Third Bank, National Association (FTB) ..................................................................................... 28 FTS’ IARS AS PORTFOLIO MANAGERS IN ADVISOR DIRECTED AND PASSAGEWAY ONE PROGRAMS .......................... 28 1) Advisory Business ............................................................................................................................... 28 2) Methods of Analysis, Investment Strategies, and Risk of Loss........................................................... 28 3) Performance Based Fees .................................................................................................................... 33 4) Voting Client Securities ...................................................................................................................... 33 CLASS ACTIONS AND OTHER LEGAL PROCEEDINGS ........................................................................................... 33 ITEM 7 – CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGERS ..................................... 33 ITEM 8 – CLIENT CONTACT WITH PORTFOLIO MANAGERS ............................................................... 34 ITEM 9 – ADDITIONAL INFORMATION ...................................................................................................... 34 DISCIPLINARY INFORMATION ........................................................................................................................ 34 1) FINRA – 10/15/2015 .......................................................................................................................... 34 2) FINRA – 04/14/2016 .......................................................................................................................... 34 3) FINRA – 05/08/2018 .......................................................................................................................... 34 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 3 of 48  4) 5) B. C. D. E. F. G. H. SEC – 07/18/2023............................................................................................................................... 35 SEC – 09/29/2023............................................................................................................................... 35 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................................................................... 35 1) Fifth Third Securities - Broker-Dealer & Municipal Advisor ................................................................ 35 2) Related Entities .................................................................................................................................. 35 ADDITIONAL CONFLICTS OF INTEREST ............................................................................................................. 36 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ......................... 41 1) Code of Ethics ..................................................................................................................................... 41 REVIEW OF ACCOUNTS ................................................................................................................................ 41 QUARTERLY PERFORMANCE REPORTS ............................................................................................................ 42 CLIENT REFERRALS AND OTHER COMPENSATION ............................................................................................. 42 FINANCIAL INFORMATION ............................................................................................................................ 43 1) Balance Sheet ..................................................................................................................................... 43 2) Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients ........................................................................................................................................................ 43 3) Bankruptcy Petitions in Previous Ten Years ....................................................................................... 43 EXHIBIT A .......................................................................................................................................................... 44 FEE SCHEDULE ................................................................................................................................................ 45 Item 4 – Services, Fees, and Compensation A. About Fifth Third Securities Fifth Third Securities, Inc. (“FTS” or “we”) is a registered broker-dealer member of Financial Industry Regulatory Authority (“FINRA”) and SIPC (www.SIPC.org), and a registered investment adviser with the U.S. Securities and Exchange Commission (registration does not imply a certain level of skill or training). FTS is a direct wholly-owned subsidiary of Fifth Third Bank, National Association (“FTB”). FTB is a full-service bank (see Item 9.B. Other Financial Industry Activities and Affiliations for more information). Brokerage and investment advisory services and fees differ, and it is important for clients to understand the differences between these two types of services. IMPORTANT – Read before you open a Passageway Account – The FTS’ Customer Relationship Summary (Form CRS) provides important information about both brokerage and investment advisory services, and clients should review Form CRS prior to making any decision to engage FTS for either brokerage or investment advisory services. The current version of FTS’ Form CRS can be requested from your Investment Advisor Representative (“IAR”) or found by going to the website 53.com/ftsdisclosure. B. Passageway Investment Management Programs FTS is the sponsor of the Passageway Managed Account Program (“Passageway”), a program that provides various investment management services to clients. Passageway is accessed through the Fidelity Managed Account Xchange (“FMAX”) platform, of which Fidelity Institutional Wealth Adviser LLC (“FIWA”) is the platform sponsor. Additional services included in Passageway: brokerage and custodial services for Passageway accounts, performance reporting, and assistance with investment style selection and asset allocation strategies. Passageway is not intended for investors who want to frequently switch investments from one style or strategy to another in reaction to short-term trends. FTS makes various portfolio managers available in Passageway (each a “Portfolio Manager” and collectively, “Portfolio Managers”). An IAR of FTS will meet with a prospective client to interview and complete an investor profile. During this interview the IAR gathers information regarding the client’s risk tolerance, investment objectives, and other financial information. With this data, the IAR assists the client in determining whether Passageway is appropriate for them and recommends one or more Passageway programs to the client. A client choosing to open a Passageway account will sign an Investment Management 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 4 of 48  Agreement and a Statement of Investment Selection (Passageway accounts opened prior to February 2007 would have signed an Investment Policy Statement in lieu of the Statement of Investment Selection) with FTS, as well as an agreement to open an account with National Financial Services LLC (“NFS”). An advisory relationship exists between the client and FTS once the Investment Management Agreement and Statement of Investment Selection have been reviewed and accepted by FTS’ Principal Review Desk. NFS is FTS’ clearing brokerage and custodial services provider, to custody client assets invested by the client in Passageway. NFS is a registered broker/dealer and is not an affiliated entity of FTS. Most or all security transactions for Passageway accounts are executed through NFS as the clearing broker/dealer. However, Portfolio Managers sometimes trade with other broker/dealers to achieve best execution, obtain a wider variety of securities, or take advantage of favorable mark-ups or mark-downs available elsewhere. FTS can at any time change the clearing broker and custodian for the client’s account. The discretion delegated to Portfolio Managers includes the discretion to select broker-dealers for the execution of transactions to achieve best execution. FTS and Portfolio Managers have no authority or duty to manage any of the client’s assets that are not within Passageway. Participating in any of the Passageway programs entails risk. For more information about some of these risks please see Item 6.C. 2) Methods of Analysis, Investment Strategies and Risk of Loss and the Portfolio Managers’ Form ADV Part 2A, if applicable. For Passageway Programs investing in stocks or exchange traded funds (“ETF”s), Passageway clients will be unable to automatically reinvest dividends into the stock or ETF originating the divided. Fiduciary Duties. Under federal law, a registered investment adviser, such as FTS, is a fiduciary to its investment advisory clients (a/k/a Passageway clients). FTS’ fiduciary duty includes, but is not limited to, a duty of care and a duty of loyalty. The duty of loyalty requires FTS, and our IARs, not to place our own interest ahead of our Passageway clients’ interests. FTS is to make appropriate disclosures to our Passageway clients, which is done through a number of documents, such as this Brochure. These disclosures help provide material information relating to the advisory relationship and FTS. The duty of care requires, among other things, the duty of FTS to provide advice that is in the best interest of our Passageway clients, a duty to monitor the client’s managed investments in Passageway accounts, and the ongoing suitability of those investments, over the course of the advisory relationship. As part of FTS’ duty of care, it our responsibility to understand the client’s objectives for the investments which we manage under Passageway, the client’s risk tolerance (e.g., how much risk and losses you are willing to take for the potential of gains in their Passageway account), and other financial profile information (e.g., annual income, estimated net worth, liquid assets, federal tax bracket, etc.). This information is needed in order to have a reasonable belief that the advice we provide is in the best interest of the Passageway client. Critically Important Client Responsibility: You need to promptly notify the FTS’ IAR that you work with of changes to your risk tolerance, investment objectives, or financial circumstances that differ from the financial profile information that you previously provided to FTS, so that your Passageway account can be reevaluated for potential changes. Additionally, when FTS provides investment advice to clients of Passageway regarding their retirement plan account or individual retirement account, FTS is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way FTS makes money creates conflicts with your interests, so FTS operates under a rule that requires us to act in the client’s best interest and not put our interest ahead of our clients. Reasonable Restrictions. Clients have the opportunity to place reasonable restrictions on the types of investments that will be managed on the client's behalf within Passageway accounts. The client must provide these restriction requests to FTS in writing. If FTS, Fidelity Institutional Wealth Adviser, LLC (“FIWA”), or a Portfolio Manager deem the restriction request unreasonable, FTS will notify the client of the rejection of the restriction request in writing. Clients can request two types of restrictions on their Passageway account: 1) individual security restrictions, and 2) industry restrictions. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 5 of 48  Individual security restrictions will only apply to that specific security that is identified by a symbol or CUSIP, and the restriction will not apply to other securities that hold that individual security, such as mutual funds and exchange traded funds. For example, if a client has an accepted restriction request for Microsoft stock (symbol ‘MSFT’), the client’s Passageway account will not purchase Microsoft stock. However, a mutual fund held in the client’s Passageway account can be invested in Microsoft, and therefore, the client has an indirect investment still in Microsoft. Industry restrictions apply to general sectors of industry. Some examples of industry restrictions include, but are not limited to, Resorts & Casinos, Tobacco, Wineries & Distilleries, and Auto Manufacturers. Clients do not have the ability to determine what securities are included or excluded within an industry restriction nor can clients determine the criteria that is used to include or exclude a security within an industry restriction. If a client requests an industry restriction in a Passageway account, the client accepts the FTS, FIWA, or the Portfolio Manager’s determination of what securities are included and excluded from the industry restriction. Limitation of Products and Types of Products - FTS offers a wide range of investment products, advisory services, and other services to help meet your financial needs. However, we do not offer the same investment products, Portfolio Managers, or product types that are available through other broker-dealers or registered investment advisors. This limitation is due to various reasons that include, but are not limited to, the product company or Portfolio Manager has not passed our due diligence process, we do not have a contract with the product company or Portfolio Manager, the Portfolio Manager is not available through FIWA, or the product, product type, or Portfolio Manager, or the product company is outside of our current business model or the amount of risk associated with the company or product is too great. Dollar Cost Averaging - FTS’ IARs can use dollar-cost averaging when making purchases of securities in Passageway accounts with the exception of accounts in the Advisor Directed Program. Dollar-cost averaging is the investment strategy of regularly or periodically making purchases of a security or securities over a time period instead of making the purchases at a single point in time. Dollar-cost averaging attempts to help address the volatility risk that sometimes occurs in the markets or with a single security. An example of dollar-cost averaging is when investing $15,000 into one security and instead of purchasing it all at once, the IAR or Portfolio Manager makes a purchase of $5,000 of the same security once a month for three months. FTS limits the timeframe in which dollar-cost averaging can be used to a maximum of approximately 90 calendar days. Actual calendar days can exceed 90 calendar days if the 90th day falls on a weekend or a day which the securities markets are closed. Dollar-cost averaging does not prevent losses, and the use of dollar-cost averaging can result in paying more for a security or securities than if the security or securities were purchased all at one time. Terminating Passageway Services. Either FTS or the client can terminate participation in Passageway at any time by providing thirty (30) days written notice to the other party. The client will be charged a pro-rated investment advisory fee for the portion of any billing period during which the account is open (see Item 4.C. Investment Advisory Fee Information for further details) unless the client terminates the Investment Management Agreement within (5) business days from the client signing the Investment Management Agreement. If a client terminates the Investment Management Agreement within five (5) business days from the client signing the Investment Management Agreement, then the client is not charged an investment advisory fee. FTS reserves the right to distribute the assets of a client’s account in-kind (a delivery or transfer of securities held in the Passageway account instead of in cash) upon termination of the account by either party. FTS will generally evaluate a Passageway account for termination if there has been no IAR initiated transactional activity (e.g., buys or reallocations) for a period greater than 18 months (withdrawals from the Passageway account are excluded). If after the completion of the review FTS determines that it is appropriate to terminate the Passageway account, FTS will terminate the Investment Management Agreement by providing thirty (30) days prior written notice to the client. Upon notification that an account owner has died, the Investment Management Agreement is immediately terminated and is no longer a Passageway account. Any subsequent trades placed based upon instructions from the executor, heirs, or beneficiaries are subject to standard fees and commissions of a brokerage account. See the Standard Commission and Fee 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 6 of 48  Schedule at 53.com/ftsdisclosure for more information. Fidelity Institutional Wealth Adviser, LLC (“FIWA”). FIWA oversees the technology platform on which Passageway functions for Passageway Accounts. Beginning November 17, 2023, FTS will access tools and related services as well as research and additional information about investment products offered through the FMAX platform, which assists FTS’ IARs in building personalized solutions for FTS’ clients. For more information about the FMAX platform and the research and risk ratings of investment products on FMAX, as well as other investment tools and related services, please see the current FIWA brochure describing FMAX. Additionally, FIWA provides due diligence for the majority of Portfolio Managers in the SMA Program, and the majority of the mutual funds and exchange traded funds/notes available through the Advisor Directed Program and the mutual funds and exchange traded funds/notes managed by FTS’ IARs in the Passageway One Program. See the “Passageway FTS Only Due Diligence List” at 53.com/ftsdisclosure for more information on which SMA Managers, mutual funds, and exchange traded funds/notes that FIWA does not provide due diligence services. Tax Overlay Service: Clients can elect to utilize the Tax Overlay Service for non-qualified accounts (e.g., non- retirement accounts) in the following Passageway Programs: • AllianceBernstein Program • Aspire Program • BlackRock Program • Cantor Fitzgerald Program • Capital Group Program • Brinker Capital Program • FEG Program • Frontier Program • Goldman Sachs Mutual Fund Program • Goldman Sachs ETF Program • Passageway One Program • Symmetry Program • Russell Program • Vanguard Program • Wilshire Program The Tax Overlay Service seeks to enhance the client’s after-tax returns by analyzing holdings and trading activities in an account. As the Portfolio Manager makes changes, Envestnet evaluates the tax cost of executing those changes, and can make different trades than the Portfolio Manager’s model. The evaluation process attempts to balance the tax cost of adhering to the Portfolio Manager’s model, versus the risk incurred by deviating from the Portfolio Manager’s model, with the objective of delivering better after-tax performance to participating clients. Clients should refer to FIWA’s ADV Part 2A and their Statement of Investment Selection for additional information regarding the Tax Overlay Service. FTS makes no guarantees that the use of the Tax Overlay Service will achieve the tax results the client wants. The Tax Overlay Service is completely optional to a Passageway client, and a client does not have to opt into receiving the Tax Overlay Service in order to have a Passageway Program account. Clients should seek the advice of their tax professional prior to electing to utilize the Tax Overlay Services for their Passageway One Program account. The Tax Overlay Service is an added service (if selected), and as a result, carries an additional fee that is assessed to FTS. As a result, the Tax Overlay Service fee decreases the total amount in fees that FTS and our IARs receive when a client chooses to use the Tax Overlay Service. Therefore, FTS and our IARs have a conflict of interest associated with the Tax Overlay Service, because there is a financial incentive not to provide the Tax Overlay Service. Please refer to Item 4.C.3) Tax Overlay Services Fee Schedule for more information on the fees associated with the Tax Overlay Service. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 7 of 48  Passageway Programs. Passageway consists of the below referenced separate programs. Clients, in consultation with an IAR and signing the corresponding Investment Management Agreement, elect to participate in one or more of the following programs. 1) Passageway One Program The Passageway One Program provides the opportunity for clients to have multiple Portfolio Managers and different types of Portfolio Managers that manage assets under a single account. FTS requires that at least one Portfolio Manager who is not an IAR of FTS be selected in a Passageway One Program account. In the Passageway One Program, the client appoints FTS as the Portfolio Manager, and as the Portfolio Manager FTS has the discretionary authority to: a) Design, implement, and change the asset allocation used in conjunction with the Passageway One Program Account including making all investment decisions with respect to the client’s account(s) when FTS deems appropriate and without prior consultation with the client, to invest, reinvest, buy, sell, exchange, convert and otherwise trade in any security or investment. b) Add and/or remove any Portfolio Manager(s) that are available under any of the Passageway Programs (with the exclusion of the Passageway Focus Program) to manage the assets or portion of the assets in the Passageway One Account. c) FTS’ IARs can act as the Portfolio Manager and provide investment management services on the assets or a portion of the assets in the Passageway One Account utilizing mutual funds, exchange traded funds, and/or exchange traded notes. d) Increase, decrease, or otherwise change the dollar amount or the assets managed by a Portfolio Manager in the Account, including when an IAR(s) is serving as a Portfolio Manager. The above discussed discretionary authority allows FTS through our IARs to act as the Portfolio Manager, and any other Portfolio Manager selected by FTS to take any and all of the above actions without prior consultation with the client. In addition, this discretionary authority allows FTS to invest a client’s accounts/assets in a lower risk tolerance up to one level than the client has selected. Please see below for a list of risk tolerances in the Passageway One Program, which are listed in order of the riskiest to the least risky. For example, if a client has selected the risk tolerance as Aggressive Growth, then when FTS deems it appropriate, FTS could move the client’s account/assets to reflect a Growth risk tolerance. However, in this example FTS would not be able to move the client’s account/assets to reflect a Moderate Growth or lower risk tolerance since any risk tolerance of Moderate Growth or lower is more than one level below the client’s stated risk tolerance. Furthermore, this discretionary authority does not allow FTS to invest in a higher risk tolerance than the client has selected. Risk Tolerances Conservative Growth Conservative Capital Preservation Aggressive Growth Growth Moderate Growth Moderate The Passageway One Program provides investment management services for various investment styles and objectives. Initial and ongoing due diligence on the assets within the Passageway One Program is conducted by the Portfolio Manager, FIWA, or FTS. Due diligence performed by Portfolio Managers, FIWA, and FTS differ from each other. The minimum account size for establishing an account in the Passageway One Program is $100,000; however, Portfolio Managers impose their own minimum amount to manage a client’s assets. Therefore, the minimum accounts size to use some Portfolio Managers in a Passageway One Account will be greater than $100,000. Clients can ask the FTS IAR for the minimum amount a specific Portfolio Manager requires to manage assets. FTS, at its discretion, can choose to terminate a client’s participation in a Passageway One 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 8 of 48  Program account if the account falls below $100,000. The FTS IAR will provide the Portfolio Manager’s Form ADV Part 2A for each Portfolio Manager that the FTS IAR selects. Clients should refer to the applicable Portfolio Manager’s Form ADV Part 2A for additional information and details about the Portfolio Manager. Additionally, the Passageway One operates under FIWA’s “Unified Managed Account Program” also known as the “UMA Program,” and the FTS IAR will provide FIWA’s ADV Part 2A that includes information about FIWA and the UMA Program. 2) Advisor Directed Program In the Advisor Directed Program, FTS’ IARs provide investment management services to clients utilizing mutual funds and/or exchange traded funds. Investment management services provided under the Advisor Directed Program are limited to open-end mutual funds and ETFs. The Advisor Directed Program provides investment management services for various investment styles and objectives. Initial and ongoing due diligence for the mutual funds and ETFs available within the Advisor Directed Program is conducted by FIWA or FTS. Due diligence performed by FIWA and FTS differ from each other. Clients grant FTS limited discretionary authority to manage Advisor Directed Program account assets. Such limited discretionary authority allows FTS to make all investment decisions with respect to the client’s account(s) when FTS deems appropriate and without prior consultation with the client, to buy, sell, exchange, convert and otherwise trade in any mutual fund or exchange traded fund approved by FTS or FIWA. In addition, this limited discretionary authority allows FTS to invest a client’s accounts/assets in a lower risk tolerance up to one level than the client has selected. Please see below for a list of risk tolerances in the Advisor Directed Program, which are listed in order of the riskiest to the least risky. For example, if a client has selected the risk tolerance as Aggressive Growth, then when FTS deems it appropriate, FTS could move the client’s account/assets to reflect a Growth risk tolerance. However, in this example FTS would not be able to move the client’s account/assets to reflect a Moderate Growth or lower risk tolerance since any risk tolerance of Moderate or lower is more than one level below the client’s stated risk tolerance. Furthermore, this limited discretionary authority does not allow FTS to invest in a higher risk tolerance than the client has selected. Risk Tolerances Conservative Growth Conservative Capital Preservation Aggressive Growth Growth Moderate Growth Moderate The minimum account size for establishing an account in the Advisor Directed Program is $50,000. FTS, at its discretion, can choose to terminate a client’s participation in an Advisor Directed Program account if the account falls below $50,000. 3) Separately Managed Account Program (“SMA Program”) In the SMA Program, the client grants FTS and FIWA discretionary authority to manage the assets in client’s SMA Program account(s) and to delegate such authority to selected Portfolio Manager(s). Such discretionary authority allows FTS’ delegate, the Portfolio Manager(s), to make investment decisions with respect to the account(s) when the Portfolio Manager(s) deems appropriate and without prior consultation with the client to invest, reinvest, sell, exchange, and otherwise trade in any stocks, bonds, and other securities, subject to any reasonable investment restrictions made by the client. Clients can select one Portfolio Manager or multiple Portfolio Managers, provided the client has sufficient assets for multiple Portfolio Managers. FTS’ IARs will assist clients in selecting Portfolio Managers on an account-by-account basis. Portfolio Managers that are available within the SMA Program provide investment management services for various investment styles and objectives. For a complete list of Portfolio Managers available within the SMA Program please contact an IAR of FTS. In the SMA Program, the client chooses the Portfolio Manager(s). FTS will not fire a Portfolio Manager on behalf of a client without the client’s approval with the exception when a Portfolio Manager has been removed from the SMA Program. FTS and FIWA retain the right to terminate a Portfolio 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 9 of 48  Manager's participation in Passageway. When a Portfolio Manager is removed from the SMA Program, clients utilizing this Portfolio Manager are notified by their IAR of this event. The IAR will work with clients to identify another Portfolio Manager or Passageway program that corresponds with their investment objectives and risk tolerance. The FTS IAR will distribute the Portfolio Manager’s Form ADV Part 2A for each Portfolio Manager that the FTS IAR recommends. Clients should refer to the applicable Portfolio Manager’s Form ADV Part 2A for additional information and details about the Portfolio Manager. The minimum account size per Portfolio Manager account in the SMA Program is $100,000 or more, based on the specific Portfolio Manager chosen by the client. FTS, at its discretion, can choose to terminate a client’s participation in an SMA Program account if the account falls below the account opening minimum. 4) Investment Management Group Portfolios Program (“IMG Program”) - NOT AVAILALBLE TO NEW ACCOUNTS - IMG PROGRAM WILL BE REMOVED FROM THE PASSAGEWAY PROGRAM FEBRUARY 28, 2026 Important Notice for clients with existing IMG Program Accounts: Clients with an existing IMG Program account will need to move to another Passageway Program, to an FTS Brokerage Account, or move the account to another financial firm. Clients that do not move their IMG Program account by February 27, 2026, will have the advisory services relationship (for their IMG Program account) terminate on February 28, 2026, and the IMG Program account will transfer to an FTS Brokerage Account. In the IMG Program, (formerly known as the Nationally Recognized Mutual Fund Portfolio Program and the Managed Mutual Fund Program), the client grants FTB authority to manage the IMG Program account(s) assets (see Item 9.B. Other Financial Industry Activities and Affiliations for more information about this conflict of interest). Such discretionary authority allows FTB to make investment decisions with respect to the account(s) when FTB deems appropriate and without prior consultation with client, to buy, sell, exchange, convert and otherwise trade in open-end mutual funds and ETFs, subject to any reasonable investment restrictions made by the client. FTB recommends an asset allocation model for IMG Program accounts based upon the risk tolerance, investment objectives, and financial information provided by the client. FTB has the following seven different asset allocation models: MODEL DESCRIPTION Aggressive Growth The Aggressive Growth model seeks long-term capital appreciation. The model has a diversification strategy that has a very heavy emphasis on stocks and a small allocation to fixed income. Growth The Growth model seeks long-term capital appreciation. The model has a diversification strategy that has a heavy emphasis on stocks and a small allocation to fixed income. Moderate Growth The Moderate Growth model seeks long term capital appreciation and growth of income. The model will have a diversification strategy that has an emphasis on stocks. Moderate The Moderate model seeks high total return consistent with the preservation of capital. The model has a diversification strategy that normally emphasizes stocks slightly more than bonds. Conservative Growth The Conservative Growth model seeks income and capital appreciation. The model has a diversification strategy that has an emphasis on bonds, which have historically had less volatility than stocks. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 10 of 48  Conservative The Conservative model seeks income and capital appreciation. The model has a diversification strategy that has a heavy emphasis on bonds, which have historically had less volatility than stocks. Capital Preservation The Capital Preservation model seeks income and capital appreciation. The model has a diversification strategy that has a very heavy emphasis on bonds, which have historically had less volatility than stocks. The IMG Program asset allocation models, except for the Aggressive model, have the availability to have a tax-efficient focus (FTS does not provide tax or legal advice). The IMG Program provides investment management services for various investment styles and objectives. For a complete list of mutual funds and ETFs available within the IMG Program please contact an IAR of FTS. Additionally, the IMG Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for participation in the IMG Program is $50,000. FTS or FTB, at its discretion, can choose to terminate a client’s participation in an IMG Program account if the IMG Program account falls below $50,000. Important Conflicts of Interest regarding IMG Program – FTS has several conflicts of interest when recommending the IMG Program to clients, including financial conflicts of interest. Refer to Item 4.C.1) NFS, and Portfolio Manager Fees and Item 9.B.2)a. - Additional Conflicts of Interest-Fifth Third Bank, National Association (FTB) in this Brochure for more information about these conflicts of interest. Clients should not open an IMG Program account until they have reviewed these conflicts of interest disclosures and posed any questions to FTS or their FTS’ IAR. 5) Symmetry Managed Mutual Fund Portfolio Program (“Symmetry Program”) In the Symmetry Program, the client grants Symmetry Partners, LLC (“Symmetry”) the discretionary authority to manage the assets in client’s Symmetry Program account. Such discretionary authority allows Symmetry to make investment decisions with respect to the account(s) when Symmetry deems appropriate and without prior consultation with the client, to invest, reinvest, sell, exchange, and otherwise trade in any mutual fund or exchange-traded fund subject to any reasonable investment restrictions made by the client. The Symmetry Program provides investment management services for various investment styles and objectives. Clients should refer to the applicable Symmetry’s Form ADV Part 2A for additional information and details about Symmetry. In some Symmetry models, investment management services provided by Symmetry within the Symmetry Program primarily utilize mutual funds created and managed by Dimensional Fund Advisors (“DFA”). As a result, Symmetry’s investment management services will be generally limited to DFA mutual funds, which can adversely affect the performance of the Passageway account. Additionally, the Symmetry Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Symmetry Program is $50,000. FTS or Symmetry, at its discretion, can choose to terminate a client’s participation in a Symmetry Program account if the account falls below $50,000. 6) Goldman Sachs Multi-Manager Mutual Fund Portfolio Program (“Goldman Sachs Mutual Fund Program”) – formerly known as the Standard and Poor’s Managed Mutual Fund Portfolio Program In the Goldman Sachs Mutual Fund Program, the client grants FIWA the discretionary authority to manage assets. Such discretionary authority allows FIWA to make investment decisions with respect to the account(s) when FIWA deems appropriate and without prior consultation with the client, to invest, reinvest, 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 11 of 48  sell, exchange, convert and otherwise trade in any mutual fund subject to any reasonable investment restrictions made by the client. FIWA has retained Goldman Sachs Asset Management, L.P. (“Goldman Sachs”) to assist with the recommendation of models made up of mutual funds and the asset allocation of those mutual funds. The Goldman Sachs Mutual Funds Program provides investment management services for various investment styles and objectives. Clients should refer to Goldman Sachs’ Form ADV Part 2A, and FIWA’s ADV Part 2A for additional information and details about FIWA and Goldman Sachs. Additionally, the Goldman Sachs Mutual Fund Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Goldman Sachs Mutual Fund Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Goldman Sachs Mutual Fund account if the account falls below $50,000. Clients should note that Goldman Sachs is also an asset manager available under the Passageway SMA Program and provides recommendations to FIWA in the Goldman Sachs ETF Program (listed below). Clients can determine if they are in the SMA Program, the Goldman Sachs ETF Program, or the Goldman Sachs Mutual Fund Program by speaking with their IAR or by reviewing the Statement of Investment Selection that was signed at the opening of the Passageway account. For the Goldman Sachs Mutual Fund Program, the Statement of Investment Selection will have a reference to “Mutual Fund” under the Investment Type field (e.g., Goldman Sachs Multi-Manager 50/50 Mutual Fund Model Portfolio Fund Strategist Portfolio). The Goldman Sachs ETF Program, the Statement of Investment Selection will have a reference to “ETF” under the Investment Type field (e.g., Goldman Sachs Multi-Manager 50/50 ETF Model Portfolio Fund Strategist Portfolio). Whereas, the Passageway SMA Program will generally have the reference of “Separate Account” in the name of the Investment Type (e.g., Goldman Sachs S&P 4 Managed Account Separate Account). 7) Goldman Sachs Multi-Manager Exchange Trade Funds Portfolio Program (“Goldman Sachs ETF Program”) – formerly known as the Standard and Poor’s Exchange Trade Funds Portfolio Program In the Goldman Sachs ETF Program, the client grants FIWA the discretionary authority to manage assets. Such discretionary authority allows FIWA to make investment decisions with respect to the account(s) when FIWA deems appropriate and without prior consultation with the client, to invest, reinvest, sell, exchange, and otherwise trade in any exchange-traded fund subject to any reasonable investment restrictions made by the client. FIWA has retained Goldman Sachs Asset Management, L.P. to assist with the recommendation of models consisting of exchange-traded funds and the asset allocation of those exchange-traded funds. The Goldman Sachs ETF Program provides investment management services for various investment styles and objectives. Clients should refer to Goldman Sachs’ Form ADV Part 2A, and FIWA’s ADV Part 2A for additional information and details about FIWA and Goldman Sachs. Additionally, the Goldman Sachs ETF Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Goldman Sachs ETF Program is $50,000. FTS or FIWA, at their discretion, can choose to terminate a client’s participation in a Goldman Sachs ETF account if the account falls below $50,000. Clients should note that Goldman Sachs is also an asset manager available under the Passageway SMA Program and provides recommendations to FIWA in the Goldman Sachs Mutual Fund Program (listed above). Clients can determine if they are in the SMA Program, the Goldman Sachs ETF Program, or the Goldman Sachs Mutual Fund Program by speaking with their IAR or by reviewing the Statement of Investment Selection that was signed at the opening of the Passageway account. For the Goldman Sachs Mutual Fund Program, the Statement of Investment Selection will have a reference to “Mutual Fund” under the Investment Type field (e.g., Goldman Sachs Multi-Manager 50/50 Mutual Fund Model Portfolio Fund Strategist Portfolio). The Goldman Sachs ETF Program, the Statement of Investment Selection will have a reference to “ETF” under the Investment Type field (e.g., Goldman Sachs Multi-Manager 50/50 ETF Model Portfolio Fund Strategist 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 12 of 48  Portfolio). Whereas, the Passageway SMA Program will generally have the reference of “Separate Account” in the name of the Investment Type (e.g., Goldman Sachs S&P 4 Managed Account Separate Account). 8) Fund Evaluation Group Managed Program (“FEG Program”) In the FEG Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Fund Evaluation Group, LLC (“FEG”) to assist with the recommendation of models made up of mutual funds and/or exchange-traded funds and the asset allocation of those assets. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds and/or exchange-traded funds. The FEG Program provides investment management services for various investment styles and objectives. Clients should refer to FEG’s Form ADV Part 2A, and FIWA’s Form ADV Part 2A for additional information and details about FIWA and FEG. Additionally, the FEG Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the FEG Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in an FEG account if the account falls below $50,000. 9) Wilshire Program In the Wilshire Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Wilshire Associates, Inc. (“Wilshire”) to assist with the recommendation of models made up of mutual funds and the asset allocation of those assets. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds. The Wilshire Program provides investment management services for various investment styles and objectives. Clients investing in the Wilshire Diversified Alternatives Portfolio should be aware that Wilshire uses mutual funds that use investment strategies that differ from the buy-and-hold strategy typical in the mutual fund industry, and these mutual funds typically hold more non-traditional investments and employ more complex trading strategies. Please refer to Item 6.C.2) Methods of Analysis, Investment Strategies and Risk of Loss for more information regarding the potential risks of portfolios using alternative mutual funds. Clients investing in the Wilshire Diversified Alternatives Portfolio should also review the prospectuses of the mutual funds making up this portfolio strategy. Clients should refer to Wilshire’s Form ADV Part 2A, and FIWA’s ADV Part 2A for additional information and details about FIWA and Wilshire. Additionally, the Wilshire Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Wilshire Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Wilshire account if the account falls below $50,000. 10) Russell Investment Management Program (“Russell Program”) In the Russell Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Russell Investment Management, LLC (“Russell”) to assist with the recommendation of investments and models. It is expected that the investment recommendations will solely be made up of funds available by Russell’s affiliated entity, Russell Investment Company, in which Russell serves as the investment adviser and the funds are affiliated products of Russell. See Item 9.C. – Additional Conflicts of Interest in this Brochure for additional information regarding this conflict of interest. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 13 of 48  different mutual funds. The Russell Program provides investment management services for various investment styles and objectives. Clients should refer to Russell’s Form ADV Part 2A, FIWA’s Form ADV Part 2A for additional information and details about FIWA and Russell. Additionally, the Russell Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Russell Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Russell account if the account falls below $50,000. 11) Vanguard Investment Management Program (“Vanguard Program”) In the Vanguard Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained The Vanguard Group Inc. (“Vanguard”) to assist with the recommendation of investments and models. It is expected that the investment recommendations will solely or primarily be made up of mutual funds and exchange traded funds made available by Vanguard or affiliated entity(ies) of Vanguard in which Vanguard serves as the investment adviser and the mutual funds and exchange traded funds are affiliated products of Vanguard. See Item 9.C. – Additional Conflicts of Interest of this Brochure for additional information regarding this conflict of interest. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds and/or exchange traded funds. The Vanguard Program provides investment management services for various investment styles and objectives. Clients should refer to Vanguard’s Form ADV Part 2A, FIWA’s Form ADV Part 2A for additional information and details about FIWA and Vanguard. Additionally, the Vanguard Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Vanguard Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Vanguard account if the account falls below $50,000. 12) Brinker Capital Management Program (“Brinker Capital Program”) In the Brinker Capital Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Orion Portfolio Solutions, LLC dba Brinker Capital Investments (“Brinker Capital”) to assist with the recommendation of investments and models. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds and/or exchange-traded funds. The Brinker Program provides investment management services for various investment styles and objectives. Clients should refer to Brinker Capital’s Form ADV Part 2A, and FIWA Form ADV Part 2A for additional information and details about Brinker Capital, and FIWA. Additionally, the Brinker Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Brinker Capital Program is $50,000. FTS or FIWA at its discretion, can choose to terminate a client’s participation in a Brinker Capital account if the account falls below $50,000. 13) AllianceBernstein Dynamic Multi-Asset Program (“AllianceBernstein Program”) In the AllianceBernstein Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained AllianceBernstein, L.P. (“AllianceBernstein”) to assist with the recommendation of investments and models. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 14 of 48  sell the assets in the client’s account to different mutual funds and/or exchange-traded funds. The AllianceBernstein Program provides investment management services for various investment styles and objectives. Clients should refer to AllianceBernstein’s Form ADV Part 2A and FIWA’s Form ADV Part 2A for additional information and details about AllianceBernstein, and FIWA. Additionally, the AllianceBernstein Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the AllianceBernstein Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in an AllianceBernstein account if the account falls below $50,000. Clients should note that AllianceBernstein is also an asset manager available under the Passageway SMA Program. Clients can determine if they are in the SMA Program or the AllianceBernstein Program by speaking with their IAR or by reviewing the Statement of Investment Selection that was signed at the opening of the Passageway account. For the AllianceBernstein Program, the Statement of Investment Selection will have a reference to “Multi-Asset” under the Investment Type field (e.g., AB Dynamic Multi-Asset Income 40/60 Strategy). Whereas, the Passageway SMA Program will generally have the reference of “Separate Account” in the name of the Investment Type (e.g., AB US Large Cap Growth Managed Account Separate Account). 14) BlackRock Global Allocation Selects Program (“BlackRock Program”) In the BlackRock Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained BlackRock Advisors, LLC. (“BlackRock”) to assist with the recommendation of investments and models. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds and/or exchange-traded funds. The BlackRock Program provides investment management services for various investment styles and objectives. Clients should refer to BlackRock’s Form ADV Part 2A and FIWA’s Form ADV Part 2A for additional information and details about BlackRock, and FIWA. Additionally, the BlackRock Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the BlackRock Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a BlackRock account if the account falls below $50,000. 15) Capital Global Model Portfolios Program (“Capital Group Program”) In the Capital Group Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Capital Research and Management Company (“Capital Group”) to assist with the recommendation of investments and models. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds and/or exchange-traded funds. The Capital Group Program provides investment management services for various investment styles and objectives. Clients should refer to Capital Group’s Form ADV Part 2A and FIWA’s Form ADV Part 2A for additional information and details about Capital Group, and FIWA. Additionally, the Capital Group Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program,” and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Capital Group Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Capital Group account if the account falls below $50,000. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 15 of 48  16) Aspire Strategist Portfolios Program (“Aspire Program”) In the Aspire Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Aspire Strategist Portfolios, LLC (“Aspire”) to assist with the recommendation of models made up of assets, such as ETFs and the allocation of those assets. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds. The Aspire Program provides investment management services for various investment styles and objectives. Clients should refer to Aspire’s Form ADV Part 2A, and FIWA’s Form ADV Part 2A for additional information and details about FIWA and Aspire. Additionally, the Aspire Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Aspire Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in an Aspire account if the account falls below $50,000. 17) Cantor Fitzgerald Managed Sponsored Program (“Cantor Fitzgerald Program”) In the Cantor Fitgerald Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Cantor Fitgerald Investment Advisors, L.P. (“Cantor Fitgerald”) to assist with the recommendation of models made up of assets, such as ETFs and the allocation of those assets. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds. The Cantor Fitgerald Program provides investment management services for various investment styles and objectives. Clients should refer to Cantor Fitgerald’s Form ADV Part 2A, and FIWA’s Form ADV Part 2A for additional information and details about FIWA and Cantor Fitgerald. Additionally, the Cantor Fitgerald Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Cantor Fitgerald Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Cantor Fitgerald account if the account falls below $50,000. 18) Frontier Asset Model Provider Investment Strategies Program (“Frontier Program”) In the Frontier Program, the client grants FIWA the discretionary authority to manage assets. FIWA has retained Frontier Asset Management, LLC (“Frontier”) to assist with the recommendation of models made up of assets, such as ETFs and the allocation of those assets. This discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds. The Frontier Program provides investment management services for various investment styles and objectives. Clients should refer to Frontier’s Form ADV Part 2A, and FIWA’s Form ADV Part 2A for additional information and details about FIWA and Frontier. Additionally, the Frontier Program falls under FIWA’s “Fund Strategist Portfolio Program” also referred to as the “FSP Program”, and clients can find additional information about FIWA’s FSP Program in FIWA’s ADV Part 2A. The minimum account size for establishing an account in the Frontier Program is $50,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Frontier account if the account falls below $50,000. 19) Passageway Focus Program In the Passageway Focus Program, the client grants FIWA the discretionary authority to manage assets. This 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 16 of 48  discretionary authority allows FIWA to invest, reinvest, sell, exchange, and otherwise manage the client’s assets in the Passageway account at FIWA’s discretion, including but not limited to, when FIWA deems appropriate and without prior consultation with the client, to select, allocate, reallocate, and sell the assets in the client’s account to different mutual funds and/or exchange-traded funds. The Passageway Focus Program provides investment management services for various investment styles and objectives. Clients should refer to FIWA’s Form ADV Part 2A for additional information and details about FIWA. The minimum account size for establishing an account in the Passageway Focus Program is $10,000. FTS or FIWA, at its discretion, can choose to terminate a client’s participation in a Passageway Focus Program account if the account falls below $10,000. C. Investment Advisory Fee Information Investment advisory fees (referred to as the “Program Fee” in the Investment Management Agreement) are calculated at the beginning of each calendar quarter based upon the daily weighted average market value of the assets under management for the previous quarter. Investment advisory fees are automatically deducted from the client’s Passageway account, and are charged quarterly in arrears, generally based on the Passageway Program Standard Fee Schedule (see further below). Investment advisory fees are negotiable between FTS and the Passageway client. Clients should refer to their Investment Policy Statement or their Statement of Investment Selection to see the negotiated advisory fee schedule for their specific Passageway account(s). FTS includes cash and cash equivalents positions in the daily weighted average market value of the assets under management when FTS assesses investment advisory fees. As a result, clients should limit the amount of cash or cash equivalents held in their Passageway account. For the initial calendar quarter in which a Passageway account is opened, the initial advisory fee will be based upon the number of days the account is open and the daily weighted average market value of the assets under management. Likewise, upon the termination of a Passageway account, an advisory fee will be based upon the beginning date of the calendar quarter through the date of termination of the Passageway account and the daily weighted average market value of the assets under management. Clients should be aware that the investment management services provided under Passageway can be more or less expensive than if the services were purchased separately or purchased at another financial firm. A client could purchase services similar to those offered in Passageway from other financial services providers. When determining the cost of purchasing services separately, clients should evaluate the costs of brokerage commissions charged, the volume of trading activity in the account, transaction fees, wire fees, trade-away fees, foreign security transfer fees, retirement account termination fees, custody charges, fees charged for investment management services, fees for performance reporting, and the internal costs of the assets purchased (e.g., mutual fund and ETF internal expenses). The maximum investment advisory fee for all Passageway Programs is 1.50%. 1) FIWA, NFS, and Portfolio Manager Fees FTS pays fees to FIWA for the platform and services FIWA renders under Passageway. FIWA fees are assessed at the account level but are not directly paid by clients. FTS pays NFS clearance and execution fees for trades placed in Passageway accounts. These clearance and execution fees are generally based upon the type of security involved in the transaction (e.g., listed equity, over-the-counter equities, municipal bonds, mutual funds, etc.). In addition, NFS makes transactions in certain mutual funds and exchange traded funds/notes available to FTS at no cost if the mutual fund or exchanged trade fund/note is part of NFS’ NTF Mutual Funds Program, NTF Managed Account Program, and iNTF Managed Account Program. See “Conflicts Related to Clearing Firm (NFS)” under Item 9C. – Additional Conflicts of Interest of this Brochure for important information regarding the conflicts of interest related to these NFS fees and NFS’ NTF Mutual Funds Program, NTF Managed Account Program, and iNTF Managed Account Program. FTS pays management fees to the Portfolio Managers, excluding IARs, for the advisory services they render 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 17 of 48  under Passageway. These Portfolio Managers’ management fees vary and are based upon the market value of the assets of a client’s Passageway account. Critically Important Conflict of Interest: The management fees paid by FTS to the Portfolio Manager, and fees paid to FIWA directly reduces the amount an IAR will receive in compensation. As a result, IARs have a financial incentive to recommend to a client a Passageway Program that has lower fees as it will result in greater compensation to the IAR. To aid in providing clients transparency regarding an IAR’s financial incentive to recommend one Passageway Program over another, below is the schedule of fees FTS is charged for each Passageway program: AllianceBernstei n Program4 Aspire Program 2 BlackRock Program1 FEG Program2 Frontier Program2 Advisor Directed Program 0.00% 0.02% 0.17% 0.02% Brinker Capital Program5 0.02% Cantor Fitzgerald Program2 0.27% Capital Group Program6 0.02% 0.32% 0.22-0.27% Passageway Focus2 Russell Program7 SMA Program Vanguard Program8 Wilshire Program2 Goldman Sachs ETF Program2 Passageway One Program2 IMG Program2 (Closed to new accounts) 0.17% Goldman Sachs Mutual Fund Program2 0.17% 0.00-0.02% Up to 0.50% 0.00-0.02% 0.22% 0.02%+ 0.10%++ Up to 0.50% (Fee will vary by the Portfolio Manager(s) selected) Symmetry Program2 Structured Portfolios (Closed to new accounts) PrecisionCore ETF Portfolios US Sector Momentum 0.27% Panoramic Portfolios 0.02%3 0.27% 0.27% + FTB acts as the Portfolio Manager for the IMG Program and is an affiliated entity of FTS. As a result, FTB does not charge or directly receive a Portfolio Manager fee for its asset management services and the fee is retained by FTS. The lack of a management fee by FTB creates a conflict of interest for FTS and FTS’ IARs when the IMG Program is recommended to a client, as FTS receives more in compensation in the IMG Program than in other Passageway Programs. FTS helps address this conflict of interest by having a separate group of securities registered principals that review the solicited Passageway account recommendations by IARs, and these registered principals do not directly receive compensation from the recommendations made by IARs. ++ FTS is assessed a minimum fee of $10 per Passageway Focus account per year. 1 FTS does not pay a management fee to BlackRock. The BlackRock Program utilizes mutual funds and/or exchange traded funds where BlackRock and/or an affiliated entity or entities of BlackRock receive compensation through the management of those funds. Please refer to the corresponding prospectuses of the BlackRock funds and Item 9C. – Additional Conflicts of Interest in this Brochure for additional detail. However, FIWA charges FTS 0.02% for BlackRock Program accounts. 2 0.02% of the listed fee reflects the amount FIWA charges FTS. This FIWA fee is included in the investment 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 18 of 48  advisory fee paid by the client, as reflected on the Statement of Investment Selection, and does not reflect an additional charge to the client. 3 FTS does not pay a management fee to Symmetry Partners, LLC for the Panoramic Portfolios. The Panoramic Portfolios within the Symmetry Program utilizes Symmetry Panoramic funds where Symmetry receives compensation through the management of those funds. Please refer to the corresponding prospectuses of the Symmetry Panoramic funds, Symmetry Partners, LLC’s ADV Part 2A, and Item 9C. – Additional Conflicts of Interest in this Brochure for additional detail. However, FIWA charges FTS 0.02% for Symmetry Program accounts that use the Panoramic Portfolios. 4 FTS does not pay a management fee to AllianceBernstein. The AllianceBernstein Program utilizes AllianceBernstein mutual funds where AllianceBernstein and/or an affiliated entity or entities of AllianceBernstein receive compensation through the management of those funds. Please refer to the corresponding prospectuses of the AllianceBernstein funds and Item 9C. – Additional Conflicts of Interest in this Brochure for additional detail. However, FIWA charges FTS 0.02% for AllianceBernstein Program accounts. 5 FTS does not pay a management fee to Brinker Capital. The Brinker Capital Program utilizes Brinker Destination funds where Brinker Capital and/or an affiliated entity or entities of Brinker Capital receive compensation through the management of those funds. Please refer to the corresponding prospectuses for the Destination funds and Item 9C. – Additional Conflicts of Interest in this Brochure for additional detail. However, FIWA charges FTS 0.02% for Brinker Capital Program accounts. 6 FTS does not pay a management fee to Capital Group. The Capital Group Program utilizes Capital Group ETFs and/or the American Funds family of mutual funds where Capital Group and/or an affiliated entity or entities of Capital Group receive compensation through the management of those funds. Please refer to the corresponding Capital Group funds or American Funds prospectus or prospectuses and Item 9C. – Additional Conflicts of Interest in this Brochure for additional detail. However, FIWA charges FTS 0.02% for Capital Group Program accounts. This FIWA fee is included in the investment advisory fee paid by the client, as reflected on the Statement of Investment Selection, and does not reflect an additional charge to the client. 7 FTS does not pay a management fee to Russell. The Russell Program utilizes Russell Investment Company funds where Russell and/or an affiliated entity or entities of Russell receive compensation through the management of those funds. Please refer to the corresponding prospectuses of the Russell funds and Item 9C. – Additional Conflicts of Interest in this Brochure for additional detail. However, FIWA charges FTS 0.02% for Russell Program accounts. This FIWA fee is included in the investment advisory fee paid by the client, as reflected on the Statement of Investment Selection, and does not reflect an additional charge to the client. 8 FTS does not pay a management fee to The Vanguard Group, Inc. The Vanguard Program utilizes Vanguard mutual funds and exchange traded funds that receive compensation through the management of those funds. Please refer to the corresponding prospectuses of the Vanguard mutual funds and exchange traded funds and Item 9C. – Additional Conflicts of Interest in this Brochure for additional detail. However, FIWA charges FTS 0.02% for Vanguard Program accounts opened beginning June 1, 2017. This FIWA fee is included in the investment advisory fee paid by the client, as reflected on the Statement of Investment Selection, and does not reflect an additional charge to the client. 2) Passageway Program Standard Fee Schedule: Investment advisory fees (referred to as the “Program Fee” in the Investment Management Agreement) for the Passageway Program generally follow the below fee schedule*, but investment advisory fees can be lower. Clients should refer to their Investment Policy Statement or their Statement of Investment Selection to see the negotiated advisory fee schedule for their specific Passageway account(s). Value of Account Advisory Fee First $250,000 Next $250,000 1.50% 1.35% 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 19 of 48  Next $250,000 Next $250,000 Next $1,000,000 Balance Above $2,000,000 1.25% 1.10% 1.00% 0.80% *In the Passageway One Program, if the client selects to receive the Tax Overlay Service, this optional service has an additional fee on top of the Passageway Program Standard Fee Schedule, which means that the total fees can be in excess of the total Passageway Program Standard Fee Schedule. 3) Tax Overlay Service Fee Schedule: Passageway Account Value Tax Overlay Fee* All Eligible Passageway Programs Excluding the Passageway One Program 0.08% 0.08% 0.08% Passageway One Program Tax Overlay Fee* 0.10% 0.08% 0.05% $0 - $10M $10M-$25M Greater than $25,000,000 *The Tax Overlay Service is subject to a minimum annual dollar fee of $40 per year per Passageway Program Account that uses the Tax Overlay Service. D. Client Householding Investment Advisory Fees Clients can reduce their investment advisory fees when Passageway accounts are linked together to aggregate total assets under management (hereafter referred to as “Householding”). By Householding Passageway accounts, the client can potentially reach another tier on the investment advisory fee schedule that has a lower advisory fee over that dollar amount. For example, if a client has two Passageway accounts in the Advisor Directed Program using the standard fee schedule (see above) and each of these accounts have a balance of $150,000, the combined assets of the two Passageway accounts would be $300,000. Instead of each account receiving an investment advisory fee charge of 1.5%, the Householding feature will result in the first $250,000 receiving a 1.5% charge and the next $50, 000 will receive an investment advisory fee charge of 1.35%. If the client has a flat percentage investment advisory fee (e.g., 1.40%) rather than an investment advisory fee schedule, the client will not receive any reduction of investment advisory fees when Passageway accounts are Householded. Householding Passageway accounts will not always result in a lower investment advisory fee if the aggregated assets of the Householded accounts do not add up enough to reach the next tier of the client’s investment advisory fee schedule(s). For example, if the client had two Passageway accounts Householded each holding $100,000 and the first tier of the investment advisory fee schedule goes from $0 - $250,000, then the client would not receive a reduction in investment advisory fees because the total Householded amount is $200,000, which is below the minimum amount for the next tier ($250,001). For the Passageway accounts to qualify for Householding, the Passageway accounts must meet certain conditions. The current conditions for Householding are: • Each of the Householded Passageway accounts being linked together must have the same IAR or IARs associated. For example, if a client with a Passageway account that has an IAR (John Doe) and their spouse has a different IAR (Jane Smith) who handles their Passageway account, the Passageway accounts will not be Householded because the clients have different IARs. • Each Householded Passageway account must be open (i.e., the investment advisory relationship has not been terminated) at the end of the calendar quarter. For example, if a client has two Passageway accounts that meet all the conditions to receive Householding but terminates one of the Passageway accounts during the calendar quarter including up to the last day of the calendar quarter, then the 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 20 of 48  Passageway accounts would not be Householded. • Each Householded Passageway account must have the same mailing address listed with FTS. If a client or clients have two or more separate mailing addresses, even if the client or clients are related or part of the same family (e.g., spouse, children, trust, etc.), the Passageway accounts are not eligible for Householding. A client should never provide FTS with a mailing address that is not their own address. If a client provides FTS with another individual’s address, that individual at the other address would receive the client’s statements and other communications from FTS and NFS rather than the client; and • If the client has additional non-Passageway accounts (e.g., brokerage accounts, annuities, 529 Plans, etc.) these accounts and assets are not eligible for Householding. Provided the above listed criteria are met and continue to be met, Householding will be applied to the applicable Passageway accounts. Passageway accounts that are linked for Householding are not required to be opened the same day to be eligible for Householding. Clients are not required to take any steps to apply for Householding. Important Consideration for Householding – When Passageway accounts are Householded together, clients will receive only one Quarterly Performance Report that reflects all of the Householded Passageway accounts. Clients desiring to receive separate Quarterly Performance Reports for Passageway accounts will need to opt-out of Householding, which can result in paying more in investment advisory fees. Clients can opt-out of Householding by providing a written request to: Fifth Third Securities, Inc. Attn: FTS Compliance Department 38 Fountain Square Plaza MD: 1090AM Cincinnati, OH 45263 However, if a client chooses to opt-out of Householding the client or clients will not receive the potential benefit of lower investment advisory fees. FTS can at any time choose to cease offering Householding or change the conditions of when or how Passageway accounts are Householded. If FTS ceases offering Householding or changes the conditions for Householding, FTS will mail clients a written notification approximately 30 calendar days in advance of the change(s) taking effect. E. IAR Compensation A client’s IAR is generally paid a portion of the investment advisory fees (generally a percentage) charged for a Passageway account. The specific amount the IAR will receive will depend on several factors, including but not limited to, the role the IAR has with FTS (e.g., Investment Executive), how long the IAR has been associated with FTS, and the total amount of revenue attributable to the IAR in a calendar year. Specifically, IARs who meet certain revenue thresholds or tiers (e.g., dollar amounts such as $300,000) are eligible for a higher payout percentage of the investment advisory fees, commissions, sales loads, trail commissions, and/or fees from the sales and services associated with the IAR. For example, an IAR whose revenue totaled $200,000 earns less as a percentage than an IAR whose revenue has totaled $400,000. These tiers create a conflict of interest as it provides a financial incentive for the IAR to increase the revenue associated with them. To help address this conflict of interest, FTS has created an IAR compensation schedule with multiple tiers in which an IAR can earn a higher payout. By creating multiple tiers with smaller percentage increases, this decreases the financial incentive for an FTS IAR to act inappropriately to obtain a higher payout percentage. IARs in an “Investment Executive” role for five or more years or in a partnership with another Investment Executive who has been in the role for five or more years, FTS pays a portion of the investment advisory fees from Passageway accounts to the Investment Executive as the investment advisory fees are earned. For all other IARs who can offer Passageway services, FTS will advance the first year’s estimated investment 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 21 of 48  advisory fees of a new Passageway account to an IAR based upon the market value of the assets in the first month the assets are invested within the Passageway account. Then in the approximate thirteenth month since the opening of the Passageway account, FTS will pay the IAR in advance for that month’s anticipated investment advisory fees based upon the market value of the Passageway account. Compensation Conflicts of Interest - As a result of the receipt of compensation, when an IAR makes a recommendation to a client and that client opens a Passageway account, the IAR has a conflict of interest because it is anticipated that the IAR will receive a portion of the investment advisory fees associated with that Passageway account. The investment advisory fees earned by an IAR at FTS can be greater than what the IAR would receive at another registered investment advisor firm. The Passageway investment advisory fees can be more or less than what an IAR would receive if a client conducted their transactions in a brokerage account, rather than a Passageway account, and paid separately for the investment advice. As a result, your IAR has a financial incentive to offer a Passageway account over a brokerage account. 1) Recruitment Compensation FTS provides recruitment compensation to IARs who join FTS. There are generally three types of recruitment compensation methods that FTS can use when an IAR joins our firm. a) Forgivable Draw Compensation The forgivable draw recruitment compensation will generally be broken into two segments. In the first segment, the IAR will generally receive a bi-weekly forgivable draw for the first 6 calendar months and a higher payout percentage for the first 6 calendar months. In the second segment, the IAR will generally receive either a forgivable or non-forgivable draw and a higher payout percentage for the subsequent 12 calendar months. The determining factor whether the draw is forgivable or non-forgivable in the second segment is dependent upon either the amount of revenue associated with the IAR for that time period or the amount of the total market value of the assets brought to FTS during that time period. Generally, recruitment compensation is limited to a time period of no greater than 24 calendar months to allow the IAR to transition to FTS. However, depending on the individual circumstances of the IAR, FTS could deviate from these stated timeframes by going longer or shorter for either segment, or having an overall longer or shorter time period for the recruitment compensation. FTS has established written policies and procedures, controls, and processes that are reasonably designed to provide a supervisory structure that oversees the Passageway Program and FTS’ IARs. b) Upfront Forgivable Loan An upfront forgivable loan (or note) is an upfront payment paid by FTS to the IAR when the IAR joins our firm. In the scenario of an upfront forgivable loan, the IAR doesn’t have to repay the loaned amount if the IAR stays with FTS for the duration of the loan and the IAR meets certain monthly revenue thresholds. The specific length of time period of the upfront forgivable loan will vary from IAR to IAR. However, generally speaking, a larger upfront forgivable loan will result in a longer time period the upfront forgivable loan will last. An example of how the upfront forgivable loan generally works, if an IAR received a three-year upfront forgivable loan and the IAR meets the revenue threshold in March, then 1/36 or approximately 2.78% of the upfront forgivable loan has been forgiven by FTS and the IAR no longer needs to pay back this amount. An upfront forgivable loan creates a conflict of interest for the IAR because the IAR has a financial incentive to meet monthly revenue thresholds. However, under the Passageway Program these IARs have a fiduciary duty to Passageway clients for their Passageway accounts whenever making a recommendation. FTS helps address this conflict by having a separate group of securities registered principals that review the recommendations of Passageway by IARs, and these registered principals do not directly receive compensation from the recommendations made by IARs. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 22 of 48  c) Minimum Guaranteed Payout Percentage FTS generally pays our IARs a percentage of the commissions, sales loads, trail commissions, and/or fees received from the sales and services associated with the IAR (otherwise known as the “payout percentage”). An IAR in the role of an Investment Executive or a Private Bank Investment Executive, when that IAR is initially registered with FTS, is provided with a minimum guaranteed payout percentage. This guarantees that the Investment Executive or Private Bank Investment Executive’s payout percentage will be at a certain percentage for a specified time period. The minimum guaranteed payout percentage is used even if the actual compensation associated with the Investment Executive or Private Bank Investment Executive’s activities is lower than normally required. It is anticipated that the minimum guaranteed payout percentage will be higher than the standard payout percentage when an Investment Executive or Private Bank Investment Executive initially starts with FTS. When we provide an Investment Executive or Private Bank Investment Executive with a minimum guaranteed payout percentage, we do so to help reduce the conflict of interest that can occur when an Investment Executive or Private Bank Investment Executive initially starts with FTS and is making recommendations to clients. The length of time that the minimum guaranteed payout percentage is in place can vary from IAR to IAR, but when we offer the minimum guaranteed payout percentage, it will generally last 24 months from the date the IAR starts with FTS or enters a new role with FTS. However, depending on the individual circumstances of the IAR, we could deviate from these stated timeframes by going longer or shorter for either segment, or having an overall longer or shorter time period for the recruitment compensation. 2) IAR Forfeiture of Compensation Certain activities or failure to perform certain activities will or can result in the forfeiture of an IAR’s receipt of their portion of the investment advisory fee. This includes the following: • FTS requires its IARs to conduct an annual review meeting with Passageway clients. If an annual review is not conducted in a calendar year starting the year after the Passageway account is opened, the IAR will have their portion of investment advisory fees for that Passageway account forfeited until a review has been conducted with the applicable Passageway client. Once the annual review has been conducted, the IAR will begin to receive the portion of the investment advisory fees for that Passageway account again. • As part of the due diligence of the securities made available in the Advisor Directed and the Passageway One Programs for IARs to manage, securities will be removed from the available list when the security does not meet certain criteria. Once a security is removed from the available list, the IAR will have a specified time period to have the security or securities removed from the Advisor Directed or Passageway One Programs Account. If an IAR does not sell, exchange, or work with the client to transfer the removed security or securities from an Advisor Directed or Passageway One Programs account within the prescribed time period, then the IAR’s portion of the investment advisory fees are forfeited until the security is no longer held in the Advisor Directed or Passageway One Programs account. Once the removed security is no longer in the Advisor Directed Passageway One Programs account, the IAR will receive the portion of the investment advisory fees for that Passageway account again. Notwithstanding this process, an IAR can seek an exception from FTS to this process for non- qualified accounts (e.g., Individual, Transfer on Death, Joint accounts) where the IAR would not be required to remove the applicable security for up to one year. If an IAR is approved by FTS, the client is sent a written notification informing them that the security or securities no longer meets the due diligence requirements but are being retained in the Passageway Account. In this scenario, the IAR continues to receive the investment advisory fees associated with the Passageway Account. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 23 of 48  • When a Passageway Account’s value is below $25,000, the IAR does not receive any compensation associated with your Passageway Account. Additionally, when a Passageway Account’s value is between $25,000 and $49,999.99, your IAR does not receive compensation from the Passageway Account unless the client has total household assets of $50,000 or more with FTS. In addition to the aforementioned reasons, FTS can, as a part of disciplinary action, cause the forfeiture or withholding of an IAR’s portion of investment advisory fees associated with a specific Passageway account or accounts when an IAR acts materially different from FTS’ expectations or policies and procedures. F. Mutual Fund and ETF Fees FTS does not charge a sales commission or load for investments in mutual funds or ETFs. However, a client that already owns certain securities that have contingent deferred sales charge (e.g., class B and C share mutual funds) will be subject to that fund company’s charges. Liquidation of these investments reduces the value the client will have to invest in Passageway. Clients should carefully review the securities they will utilize to fund a Passageway account prior to choosing to establish a Passageway account. In addition, each mutual fund and ETF have their own expenses, which are described in each mutual fund and ETF’s prospectus. These fees and expenses generally include a management fee, trading costs associated with the underlying securities of the fund, and other expenses, which can also include Rule 12b-1 fees or similar fees for mutual funds. The fees and expenses of a mutual fund and ETF reduce the performance of the account and are imbedded in the net return of the mutual fund or ETF. Therefore, the client should review both the total direct and indirect fees and expenses of mutual funds and ETFs. Some mutual funds have different share classes available, and these share classes will have different expenses, including the internal expenses. FTS and Portfolio Managers will utilize the cheapest share class of mutual funds that is available to FTS or the Portfolio Manager at the time of the purchase. However, some mutual funds have different share classes that are not available to FTS or the Portfolio Manager, and these share classes of mutual funds can be cheaper than those purchased in the client’s Passageway account. Mutual funds that pay Rule 12b-1 fees to FTS and that are held in a Passageway account have the 12b-1 fees reimbursed directly to the client’s Passageway account the following month the 12b-1 is credited to FTS. For clarity, if part or all of the 12b-1 fee is retained by NFS, the mutual fund company, or any other party other than FTS, these 12b-1 fees are not credited back to client’s Passageway account since FTS did not receive these fees. Passageway accounts can be invested in alternative mutual funds which can have higher operating expenses compared to traditional mutual funds, and some alternative mutual funds are considerably more expensive. G. Additional Costs Charged by Custodian FTS and the custodian for Passageway accounts, NFS, assesses additional costs and fees. These costs are not included in the investment advisory fees described above. These costs include but are not limited to the following: wire fees, overnight mailing fee, foreign security movement fee, and stop payment on check fee. Refer to the Standard Commission and Fee Schedule at the end of this Brochure or visit 53.com/ftsdisclosure. H. Miscellaneous Fees Although commissions and transaction fees are not charged to the client’s account for securities transactions placed by FTS, there are securities transactions affected through or with another broker-dealer other than NFS that can include commissions and transaction fees. These securities transactions can include commissions, mark-ups, mark-downs, or dealer spreads paid to market makers or other principals from whom securities were obtained. This type of trade is often referred to as “step out trades” or “trading away”. The effects of these trades are indirectly borne by the client and are not covered by the investment advisory fees discussed above. The Portfolio Manager for your Passageway account (which can include FIWA) can determine that placing your trades with NFS is in your best interest. However, the Portfolio Manager has the ability to place a client’s trades with a broker-dealer other than NFS if the Portfolio Manager believes that doing so is 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 24 of 48  consistent with its obligation to obtain best execution. FTS does not decide when securities transactions are placed with NFS or away from NFS. In addition, FTS does not impose a restriction on a Portfolio Manager’s ability to trade away, as the Portfolio Manager has a fiduciary duty to the clients. In some instances, step out trades are executed without any additional commission, mark-up, or mark-down, but in many instances, the broker-dealer executing the step out trade will sometimes impose a commission or a mark-up or mark-down on the securities transaction. Additionally, some Portfolio Managers executing trades in US Treasuries will incur a system cost from the portal through which the trades are processed. These additional costs are often not reflected on trade confirmations Passageway clients receive or on their account statements. Often, the executing broker will embed the costs into the price of the trade execution, making it difficult for you to determine the exact added cost for the securities transaction executed away from NFS. Clients should review the Form ADV Part 2A Brochure of the Portfolio Manager of the Passageway program selected for more information. Clients can request the Program Manager’s Form ADV Part 2A brochure from your IAR. Please refer to Exhibit A at the end of this Brochure for more information regarding Portfolio Managers that have engaged in step out trades, which can have resulted in additional costs. Only those Portfolio Managers or Programs that reported to FTS that they had step out trades in 2024 are listed on Exhibit A. The information provided in Exhibit A has been provided by the corresponding Portfolio Managers, and FTS cannot attest to the accuracy of this information as the step out trading can include trading activity that has occurred at other financial firms as well as FTS. I. Trade Errors If FTS, FIWA, or a Portfolio Manager makes an error when submitting a trade order on a client’s behalf, it is the policy of FTS that the trade error be corrected as soon as possible and in such a manner the client is not disadvantaged and bears no loss. Upon the identification of a trade error, FTS will work with NFS and/or FIWA to take the appropriate steps necessary to rectify the error. If correcting a trade error results in a loss or a gain within the client’s account, FTS, FIWA, and/or the Portfolio Manager will retain any gain or absorb any loss. J. Best Execution As a registered investment advisor, FTS and the Portfolio Managers used in Passageway have a fiduciary duty to seek to obtain the best trade execution in Passageway accounts. Best execution does not mean the best price will be obtained. Several factors are utilized in analyzing overall best trade execution quality, including but not limited to, execution capability, timeliness of affecting trades, ability to execute orders of significant size, service, costs, system capabilities, system security, financial stability of firm executing the trade, and other relevant considerations. These factors combined are collectively referred to as “best execution”. To aid in our best execution obligations, FTS periodically and systematically conducts a sample review of equity securities transactions executed through NFS to help confirm FTS continues to meet its best execution obligations with our clients. Portfolio Managers that direct transactions for Passageway Accounts are responsible for satisfying best execution obligations, and the Portfolio Manager can choose to place a trade at a firm other than NFS if that Portfolio Manager believes they need to in order to meet their best execution obligation (often referred to as “trading away”). See Exhibit A for details on Portfolio Managers that have traded away in 2024. K. Trade Allocations and Block Trading FIWA and Portfolio Managers often pool securities trades for the same security for multiple client accounts to create large blocks of trades. This is done to help achieve best price execution for the total pool of accounts and to help avoid conflicts of interest of favoring one client over another. Once the trades have been executed the securities or proceeds are allocated back to the pool of client accounts. Portfolio Managers have their own allocation policies and will direct how trade executions are allocated. FTS has no control over a Portfolio Manager’s allocation policies except for when FTS and our IARs act as the Portfolio Manager. For more information on block trading please see FIWA’s ADV Part 2A Brochure. A current copy 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 25 of 48  can be requested from your IAR or can be obtained directly from the SEC’s website (https://adviserinfo.sec.gov/firm/brochure/301896) and selecting “Fidelity Managed Account Xchange” under Brochure Name. L. Non-Managed Assets and Worthless Securities FTS does not permit securities to be held in a Passageway account that are not part of the asset management of the Passageway account. For example, a client wants to hold several hundred shares of the company he/she works at. FTS will not allow those shares to be held in a Passageway account since the shares are not part of the asset management services. However, if a security is deemed to be worthless (has no market value), then that security can be placed in the Passageway account with the client’s understanding that the worthless security or securities are not being managed by FTS, FIWA, or a Portfolio Manager. M. Holding a Client’s Order or Instruction FTS, at its own discretion and without consultation with the Passageway client, may choose not to immediately act upon a Passageway client’s order to place a transaction or series of transactions (e.g., buy, sell, exchange, transfer, withdrawal) or act upon a client’s instruction if FTS believes that the client is the subject of financial abuse or is engaged or potentially engaged in a criminal activity (directly or indirectly). Examples of client instructions that FTS or FTS’ IARs may choose not to act upon immediately include, but are not limited to, executing securities transactions, money movement instructions including wire and check movements, termination of advisory services, change in beneficiary or beneficiaries, and trading authorization of a third-party. In the instances where FTS does not immediately act upon a Passageway client’s order to place a transaction or act upon a client’s instruction, FTS will attempt to promptly conduct a review in order to determine the appropriate course of action, which can include, but not limited to, contacting the client, State and/or federal authorities, or the Passageway client’s Trusted Contact. FTS can choose not to act upon a client’s instructions or order for up to 15 calendar days, or for a longer period if permitted by applicable State laws/regulations, or as directed by State or federal authorities. Item 5 – Account Requirements and Types of Clients A. Minimum Account Requirement Each Passageway account requires a certain minimum dollar value of either cash or marketable securities that are acceptable to FTS before FTS approves an account. The Passageway account minimums are as follows: IMG Program - $50,000 - NOT AVAILALBLE TO NEW ACCOUNTS • Advisor Directed Program - $50,000 • AllianceBernstein Program - $50,000 • Aspire Program - $50,000 • BlackRock Program - $50,000 • Brinker Capital Program - $50,000 • Cantor Fitzgerald Program - $50,000 • Capital Group Program - $50,000 • FEG Program - $50,000 • Frontier Program - $50,000 • Goldman Sachs ETF Program - $50,000 • Goldman Sachs Mutual Fund Program - $50,000 • • Passageway Focus Program - $10,000 • Passageway One Program - $100,000* • Russell Program - $50,000 • SMA Program - $100,000+* 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 26 of 48  • Symmetry Program - $50,000 • Vanguard Program - $50,000 • Wilshire Program - $50,000 *Portfolio Managers that are available under the Passageway One Program and the SMA Program establish their own minimum amount of assets in order for them to provide investment management services. Clients can ask their FTS IAR for the minimum amount a specific Portfolio Manager requires to manage assets. In addition, FTS, FIWA, or the Portfolio Manager, at their discretion, can terminate a Passageway account if the Passageway account falls below the account-opening minimum. B. Changes to a Client’s Financial Situation Passageway clients are required to promptly notify FTS in writing of any material changes to their information previously provided to FTS. Some examples include: Investment objective Investment time horizon • • Risk tolerance • Net worth • Annual income • • Address Failure by the client to provide FTS with current, accurate information could adversely affect FTS and Program Manager’s ability to effectively manage client’s assets within Passageway. C. Types of Clients Passageway is available to individuals, high net worth individuals, trusts, estates, foundations, charitable institutions, corporations, private pension plans, and other business entities or organizations with sufficient liquid assets to participate in Passageway. Passageway is not intended for government entities (federal, state, or municipal) or for public pension plans. Item 6 – Portfolio Manager Selection and Evaluation A. Selection and Review of Portfolio Managers FTS utilizes FIWA to conduct initial and ongoing due diligence on SMA Programs, except for the Portfolio Managers solely reviewed by FTS. FIWA’s review of Portfolio Managers is based on, among other things, Portfolio Manager’s responses to a compliance questionnaire, Form ADV review, proxy voting procedures, and performance relative to the Portfolio Manager’s peer group and benchmark. FIWA’s review will result in the recommendation of new Portfolio Managers and the removal of previously approved Portfolio Managers. FIWA reviews both qualitative and quantitative data prior to adding or removing of a Portfolio Manager from Passageway. For more information regarding FIWA’s Portfolio Manager Selection and Evaluation please refer to FIWA’s ADV Part 2A. FIWA’s review of Portfolio Managers is independent from FTS. Upon occasion, FTS conducts ongoing due diligence on some of the Portfolio Managers available in the SMA Program in which FIWA does not perform ongoing due diligence. For these Portfolio Managers, FTS reviews various quantitative data, such as performance against benchmark, alpha (measurement of risk), and performance over various time periods. In addition, FTS has selected additional Portfolio Managers and programs (e.g., FIWA, Aspire, AllianceBernstein, BlackRock, Brinker Capital, Cantor Fitzgerald, Capital Group, FEG, Frontier, Goldman Sachs, Symmetry, FTB, Russell, Vanguard, and Wilshire) to participate in Passageway. Selection and ongoing retention of Portfolio Managers and programs is based upon various factors, including but not limited to: Investment strategy • • Management fee • Historical performance 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 27 of 48  • Portfolio Manager’s ADV Part 1 and 2 • Marketing materials • Additional quantitative and qualitative information FTS is a wholly-owned subsidiary of FTB, and the selection of FTB as the Portfolio Manager in the Passageway IMG Program creates a conflict of interest. For more information about this potential conflict of interest see Item 9.B. Other Financial Industry Activities and Affiliations. FTS’ ongoing review of Portfolio Managers’ performance does not include a calculation or determination as to the accuracy of any performance information that is provided or made available by the Portfolio Manager. A Portfolio Manager can utilize a third-party to review and verify their performance calculation(s). Please refer to Portfolio Manager’s ADV Part 2A for more information. Performance information prepared by Portfolio Managers that is separate from the quarterly performance reports prepared by FIWA is not calculated on a uniform and consistent basis. When a Portfolio Manager is removed by FIWA or FTS, clients utilizing this Portfolio Manager are notified by their IAR of this event. The IAR will work with clients to identify another Portfolio Manager or Passageway program that corresponds with their investment objectives and risk tolerance. B. Related Entities as Portfolio Manager 1) Fifth Third Bank, National Association (FTB) FTB is the Portfolio Manager for the IMG Program. See Item 9.B. Other Financial Industry Activities and Affiliations for more information about the conflicts of interest this creates and Item 4.C.1) Investment Management Group Portfolios Program for a description of this program. FTS’ IARs receive no additional compensation beyond the investment advisory fees for recommending the IMG Program to a client. FTB is subject to the same selection and review criteria as the other Portfolio Managers who participate in Passageway where FTS conducts the ongoing due diligence. C. FTS’ IARs as Portfolio Managers in Advisor Directed and Passageway One Programs In the Advisor Directed Program, FTS’ IARs act as the Portfolio Manager, and in the Passageway One Program, FTS’ IARs have the availability to act as a Portfolio Manager. See below for additional information related to the investment management services provided by FTS in the Advisor Directed Program and in the Passageway One Program where an FTS IAR(s) is acting as a Portfolio Manager. 1) Advisory Business Please see Item 4.B. Passageway Investment Management Programs for descriptions of the Advisor Directed and Passageway One Programs and details on the ability to place reasonable restrictions on a Passageway account. 2) Methods of Analysis, Investment Strategies, and Risk of Loss Portfolio Managers utilize various sources of information, which can include but not limited to, financial newspapers and magazines, inspection of corporate activities, research materials prepared by others, corporate rating services, annual reports, prospectuses, materials provided by FIWA, filings with the U.S. Securities and Exchange Commission, and other publicly available tools and information sources. An IAR of FTS will meet with a prospective client to interview and complete an investor profile. During this interview the IAR gathers information regarding the client’s risk tolerance, investment objectives, and financial information. With this data, the IAR assists the client in determining whether Passageway is appropriate for them and recommends one or more Passageway programs to the client. If a Passageway program is recommended, an asset allocation model is recommended in conjunction with the Passageway program. Each Passageway account is invested in securities that correspond to the risk tolerance selected, with the exception that in the Advisor Directed and Passageway One Programs FTS can invest a client in a lower risk tolerance than the client has selected. The client’s Statement of Investment Selection or Investment Policy Statement reflects the selected asset allocation model. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 28 of 48  As noted above, the applicable Portfolio Manager is responsible for the selection and monitoring of investments in the Passageway account after the client has signed the Statement of Investment Selection and funded the Passageway account. Information about the Portfolio Manager’s investment methodology, the types of investments that can be used, and the risks associated with those investments, can be found in the corresponding Portfolio Manager’s ADV Part 2A brochure and/or the investment’s prospectus, if applicable. A copy of Portfolio Manager’s ADV Part 2A brochure is provided to the client at or prior to the establishment of the Passageway account. Clients can request another copy of their Portfolio Manager’s ADV Part 2A brochure at any time by contacting their IAR or contacting FTS at the phone number listed on the cover page of this Brochure. Diversification and asset allocation can help reduce the risk of a portfolio, but they do not remove all risk or chance of loss of the original amount invested or the gains earned in a Passageway account. Periodically the Passageway account is rebalanced to help provide consistency with the client’s ongoing investment objectives and the asset allocation. Different types of investments involve varying degrees of risk, and it should not be assumed that the future performance of any specific investment or investment strategy will be profitable. This includes the investments and investment strategies recommended or undertaken by FTS or other Portfolio Managers of Passageway. Investments are not obligations of, and are not guaranteed by, FTS, FTB or any of our other affiliates, and are not Federal Deposit Insurance Corporation (“FDIC”) or government insured. Investments are subject to risks, including possible loss of the principal amount invested. Losses can occur with any investment or strategy, including conservative investments. The more risk the client is willing to bear, the greater the potential for loss of the principal amount invested by the client. Additional information about the risks concerning a particular mutual fund or ETF can be found in the respective mutual fund or ETF’s prospectus. Clients of Passageway should be prepared to bear the risk of loss associated with having a Passageway account. Portfolio goals and objectives are not guaranteed and may not be achieved. Past performance does not guarantee future results. Passageway accounts and the securities in the client’s Passageway account can be subject to the following risks: Risk of Asset Value Loss: All Passageway programs and various models provided by Portfolio Managers, including the conservative models, involve the risk of loss including the loss of the original investment amount. Clients should have a willingness to incur such losses in connection with investments in the Passageway, especially if the client invests for a shorter period of time. By investing in Passageway, clients can lose money by investing in stocks, bonds, mutual funds, ETFs, or other securities or by the investment strategies used by the applicable Portfolio Manager. Many factors affect each investment’s or Passageway account’s performance. Nearly all investments and Passageway accounts are subject to volatility in non-U.S. markets, through either direct investment exposure or indirect effects in U.S. markets from events occurring abroad, including adverse political, social, economic, or market occurrences. Additionally, investments or Passageway accounts that pursue debt exposure are subject to risks, including, but not limited to, prepayment risk, default risk, and interest rate risk. In addition, funds, ETFs, and investment strategies that pursue strategies that concentrate in specific sectors or industries or are otherwise subject to particular segments of the market (e.g., healthcare, technology, real estate, financial, or international) can be significantly impacted by events affecting those sectors, industries, or markets. Mutual funds or ETFs that invest in other funds bear all the risks inherent in the underlying investments in which those funds invest. Strategies that pursue leveraged risk, including investment in derivatives — such as options, swaps (interest rate, total return, and credit default) and futures contracts — and forward-settling securities, magnify market exposure and losses. Mutual funds, ETFs, and Passageway accounts are also subject to operational risks, which can include risk of loss or losses arising from failures in internal processes or systems, or people, such as routine processing errors or major systems failures, or from external events, such as exchange outages. Bond Investments/Interest Rate Risk: The bond market is volatile, and bonds and other fixed income securities carry interest rate risk. Interest rate risk is generally expected to occur when the interest rate 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 29 of 48  changes, but interest rate risk can also occur when market expectations of interest rate changes (or lack thereof) do not occur. Interest rates and bond prices generally have an inverse relationship; meaning that when interest rates increase the values of bonds decrease (and the opposite can occur when interest rates decrease). Generally, the longer the duration of a bond, the greater the impact on the valuation of the bond. For example, an interest rate increase will generally have a greater impact (an expected decrease in value) on a 20-year bond versus 5-year bond by the same issuer with same or similar terms. Fixed income securities also carry inflation risk and credit and default risks for both issuers and counterparties. Most bond funds do not have a maturity date, so holding the bond funds until maturity to avoid losses caused by price volatility is not feasible. In addition, investments in certain bond structures can be less liquid than other investments; therefore, bonds can be more difficult to trade effectively and have a negative impact on the price received when selling these investments. Credit Risk: Issuers of debt and other counterparties may be unable to make interest or principal payments when due or otherwise honor their debt obligations. Credit rating changes of the issuer can adversely affect the value of the debt instrument or security. Additionally, changes in the financial condition of an issuer or counterparty(ies) and/or changes in specific economic or political conditions that affect a particular type of security or issuer, can increase the risk of default by an issuer or counterparty, which can affect a security or instrument’s credit quality or value. Lower-quality debt securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. Cybersecurity Risk: Companies, markets, investment companies, including ETFs and mutual fund companies, and services providers, like FTS, Portfolio Managers, FIWA, and NFS, use significant amounts of technologies in their day-to-day functions. As a result, these entities and those individuals who use these services or have investments in companies are subject to numerous cybersecurity risks. Cybersecurity risks include, but are not limited to, compromised company, employee or client data, disruption of services, corruption or loss of data, inability to perform services (e.g., trading, valuation, issuance of reports, communications), and financial losses. Artificial Intelligence (“AI”) Risk: Technology advances in AI and machine learning technologies (e.g., ChatGPT, Gemini, Grok, etc.) create risks for users of these technologies, including FTS, Portfolio Managers, FIWA, and NFS. AI is a fast-evolving technology that has several risks associated with it, including but not limited to the following: • Confidential information Exposure: Accidental or intentional use of confidential or sensitive information into AI or machine learning technologies can result in the dataset being accessible by other AI technologies and/or users which could lead to unauthorized disclosure or misuse of client or firm data. • Bias and Factually Inaccuracy Risks: AI can be prone to algorithmic biases and present false or misleading information as factually accurate, known as “hallucinations”. AI hallucinations can be created by flawed data training, AI’s misinterpreting data or patterns, source of data is inaccurate, or the AI model will struggle to accurately understand real-world knowledge or factual information. • Model Risk: Models (e.g., portfolio management models, predicative models, risk assessment models, etc.) created, managed, or assisted by AI, can behave unpredictably if trained on biased, incomplete, or outdated data. This can lead to mode issues such as poor investment decisions or misaligned risk assessments. • Regulatory Uncertainty: The legal and regulatory landscape governing AI is still developing and may go through rapid changes. Future changes in laws or regulations will impact on how AI can be used by financial institutions, potentially requiring changes to business practices or technology infrastructure, which could negatively impact FTS, Portfolio Managers, FIWA, and NFS current and future use of AI. Derivatives Risk: A derivative can be defined as a financial instrument or contract which derives its value from one or more underlying financial instruments such as an asset, index, or interest rate. An alternative fund or ETF’s use of derivatives can reduce the alternative mutual fund or ETF’s returns and/or increase volatility. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 30 of 48  not fulfill its contractual obligation. Derivatives may give rise to a form of leverage exposing the alternative mutual fund to greater risk and increase its costs. Investments in a Passageway Account: Passageway account will be invested in various securities, which will depend on the individual Passageway program selected by the client. These securities will employ various investment strategies, and each investment strategy has a number of risks associated with it. Therefore, Passageway accounts and the securities held within the Passageway account are subject to these risks and clients can lose a substantial amount of their original investment in Passageway. For more information regarding the risks associated with a mutual fund or ETF, please refer to the corresponding prospectus. ETFs: An ETF is a fund that trades on an exchange, similar to stocks, and often seeks to track an index (e.g., S&P 500), commodity (e.g., oil, natural gas, gold, etc.), or a basket of assets like an index fund. As a result, ETFs often do not have the objective to outperform what they are tracking. However, some ETFs are actively managed and do not seek to track a certain index or basket of assets. ETFs can also have unique risks depending on their structure and underlying investments. ETFs can trade at a premium (above) or discount (below) to their net asset value (“NAV”), and ETFs can also be affected by the market fluctuations of their underlying investments. If FTS or a client decides to terminate the Passageway account during a down market or when ETFs are experiencing a large volume of redemptions, the value of the ETFs can be significantly below the NAV of the underlying assets held in the ETFs. ETFs can experience further below market valuations if the ETF has invested in illiquid or investments that have experienced less liquidity causing the ETF to take below desired valuations to cover redemptions from shareholders. Additionally, some ETFs have not experienced a down market, and there can be unknown risks associated with ETFs. ESG Investments/Management: Portfolio Managers that have an Environmental, Social, and Governance (“ESG”), Socially Responsible Investing (“SRI”) or similar investment strategy will generally choose to avoid investments that might otherwise be considered appropriate investment options due to factors that can run contrary to the ESG or SRI investment strategy. As a result, clients selecting a Portfolio Manager or having a Portfolio Manager invest in ESG or SRI related investments can result in lower returns than if the Portfolio Manager had used a non-ESG or SRI investment strategy or investments. Additionally, clients selecting a Portfolio Manager with an investment strategy or focus on ESG, SRI, or other similar investment strategy should refer to the mutual fund or exchange traded fund’s prospectus or the Portfolio Manager’s Form ADV Part 2A for more details on the ESG or SRI investment strategy. FTS does not guarantee that a client’s specific ESG or SRI goals or interpretation of ESG or SRI investing will be represented by a Portfolio Manager or the underlying investments selected. ESG or SRI investment strategies can be interpreted differently. For example, a Portfolio Manager that has an investment strategy to invest in “clean energy” might consider companies involved in solar and nuclear energy as clean energy options. Whereas a client may not consider solar and nuclear energy sectors as “clean energy.” Foreign Exposure: Foreign securities, like domestic U.S. securities, are subject to market volatility risk, performance of underlying assets, regulatory risks, economic developments, and other factors that can significantly impact the valuation of a fund or security. In addition, foreign securities are subject to foreign interest rate(s), currency exchange rate, regulatory, geopolitical risks, and other risks, all of which can be greater in emerging markets. These risks are particularly significant for funds that focus on a single country, region, or emerging markets. Foreign markets will at times be more volatile than U.S. markets and can perform differently from the U.S. market. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile. Foreign exchange rates can also be extremely volatile and can lead to significant losses. As an example, a fund’s underlying assets could have a positive performance; however, the fund’s value could decrease due to current currency exchange rate changes. Legislative and Regulatory Risk: Investments in the Passageway account can be adversely affected by new laws or changes to existing laws or regulations. Changes to laws or regulations can impact the securities markets as a whole, specific industries, and individual issuers of securities. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 31 of 48  Money Market Fund: Clients could lose money by investing in a money market fund. Although a money market fund generally seeks to preserve the value of a client’s investment at $1.00 per share, FTS, Portfolio Manager, and the fund cannot guarantee it will preserve the value of $1.00. A client’s investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. FTS, Portfolio Manager, NFS and its affiliates, the money market fund’s sponsor, have no legal obligation to provide financial support to money market funds and client is not to expect that the money market fund’s sponsor will provide financial support to the fund at any time. Municipal Bonds: The municipal market is affected by adverse tax, legislative, or political changes, and by the financial condition of the issuers of municipal securities. Municipal funds normally seek to earn income and pay dividends that are expected to be exempt from federal income tax. If a fund investor is a resident in the state of issuance of the bonds held by the fund, interest dividends may also be exempt from state and local income taxes. Income that is exempt from regular federal income tax can be subject to state, local, or federal alternative minimum tax. Certain funds normally seek to invest only in municipal securities generating income exempt from both federal income taxes and the federal alternative minimum tax; however, outcomes cannot be guaranteed, and the funds sometimes generate income subject to these taxes. For federal tax purposes, a fund’s distributions of gains attributable to a fund’s sale of municipal or other bonds are generally taxable as either ordinary income or long-term capital gains. Redemptions, including exchanges, can result in a capital gain or loss for federal and/or state income tax purposes. Tax code changes could affect the municipal bond market. Tax laws are subject to change, and tax law changes or proposed changes can cause the prices of tax-exempt securities to decrease and/or affect the tax-exempt status of securities and securities that hold tax-exempt securities. Stock Markets and Investments: Stock markets are volatile and can decline significantly in a short amount of time in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market can react differently to these developments. Value and growth stocks can perform differently from other types of stocks. Growth stocks can be more volatile. Value stocks can continue to be undervalued by the market for long periods of time. In addition, stock investments are subject to risk related to market capitalization as well as company-specific risk. Depending on the number of factors, such as, market events, the client’s risk tolerance, and the Portfolio Manager’s investment strategy or strategies, a Portfolio Manager may not make any changes to the investment strategies, or the investments used in Passageway account even when the stock markets incur significant losses. FTS or Portfolio Managers can invest in alternative mutual funds or exchange traded funds, which can use investment strategies that differ from the buy-and-hold strategy typical in the fund industry. Compared to a traditional mutual fund, an alternative fund typically holds more non-traditional investments and can employ more complex trading strategies. Some examples of assets that can be held in alternative mutual funds include, but are not limited to, managed futures, arbitrage, commodities, leveraged loan, global real estate, master limited partnerships, and option contracts. Clients considering a Passageway Program that utilizes alternative investments should be aware of their unique characteristics and risks. In addition to the risks listed above, some of these risks can include, but are not limited to: • Investment Structure: An alternative mutual fund made up of other mutual funds (often referred to as “fund of funds”) can offer greater diversification than a single-strategy or even multi-strategy alternative mutual fund or traditional mutual fund. At the same time, this greater diversification can lead to a flattening of return and potentially less transparency. There can also be an inability to re-allocate or adapt in a way that is beneficial to the overall performance of a particular fund of funds. • Leverage Risk: Using derivatives, such as commodity futures and options to increase the alternative mutual fund’s combined long and short exposure creates leverage, which can magnify the alternative mutual fund’s potential for gain or loss and, therefore, amplify the effects of market volatility on the alternative mutual fund’s share price. • Liquidity Risk: Liquidity risk exists when particular investments of an alternative mutual fund or ETF would be difficult to purchase or sell, possibly preventing the alternative mutual fund or ETF from selling 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 32 of 48  such illiquid securities at an advantageous time or price, or possibly requiring the alternative mutual fund or ETF to dispose of other investments at unfavorable times or prices in order to satisfy the alternative mutual fund obligations. • Strategy Risk: In addition to the usual market and investment specific risks mutual funds have, alternative mutual funds can carry additional risks from the strategies they use. For example, market- neutral funds tend to have significant portfolio turnover risk that will generally result in higher costs. Similarly, a distressed bond fund is likely to have significant credit risk. For a more complete list of risks specific to the underlying assets and the investment strategy used by a Portfolio Manager, please refer to the Portfolio Manager’s ADV Part 2A and the mutual fund or ETF’s prospectus. A Portfolio Manager’s ADV Part 2A and mutual funds prospectus can be requested from FTS at any time through one of FTS’ IARs. 3) Performance Based Fees FTS does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. 4) Voting Client Securities FTS does not accept authority to vote proxies for Passageway client securities. As the program sponsor of Passageway, FTS does not select individual securities (e.g., stocks, bonds) on behalf of clients. Within the Passageway programs that manage individual securities, the Portfolio Managers, excluding FTS’ IARs, are designated with discretionary authority to vote proxies on behalf of the client as a part of the account management. For additional details on a specific Portfolio Manager’s proxy voting policy please refer to the Portfolio Manager’s ADV Part 2A. D. Class Actions and Other Legal Proceedings On occasion, securities held or previously held in a client’s account are the subject of a class action lawsuit or other legal proceedings. FTS and FTS’ IARs have no obligation to determine if securities held or previously held by the client are subject to a pending or resolved class action lawsuit or subject to other legal proceedings. In addition, FTS and FTS’ IARs have no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement, verdict, or other legal proceedings. Furthermore, FTS and FTS’ IARs have no obligation or responsibility to initiate litigation to recover damages on behalf of clients who are or believe they have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Item 7 – Client Information Provided to Portfolio Managers FTS utilizes FIWA to oversee the technology platform that aids FTS in providing the advisory services under Passageway. Therefore, FIWA has access to all client information that FTS enters into the FIWA system. Additionally, Envestnet Asset Management, Inc. has access to client information for Passageway accounts since Envestnet provides systems that FIWA oversees. This information would include, but is not limited to, client name, address, account holdings, transactional activity, net worth, risk tolerance, investment objective, tax bracket, annual income, and the Passageway program selected by the client. Portfolio Managers available in the SMA are provided with information available on NFS statements, which includes, but is not limited to, 1) client’s name, 2) account number, 3) account holdings, 4) client’s address, and 5) transactional activity, but these Portfolio Managers are not provided with a client’s social security number, net worth, phone number, or date of birth. FTB, AllianceBernstein, Aspire, BlackRock, Brinker Capital, Cantor Fitzgerald, Capital Group, FEG, Frontier, Goldman Sachs, Russell, Symmetry, Vanguard, and Wilshire are provided with information about the applicable Passageway account to manage or advise on the account, such as, account holdings, transactions, and the selected asset allocation model. However, these Portfolio Managers are not provided with personal identifiable information about the client (e.g., client name, social security number, date of birth, phone 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 33 of 48  number, or address). In the Advisor Directed Program, FTS, through its IARs, acts as the Portfolio Manager, and in the Passageway One Program, FTS’ IARs can act as the Portfolio Manager. IARs servicing the client’s Advisor Directed or Passageway One Programs account have access to all applicable information related to the client. Item 8 – Client Contact with Portfolio Managers FTS does not place any restrictions on a client’s ability to contact Portfolio Managers. Clients do have the availability to discuss the management of their Passageway account with their IAR, including the activities of the Portfolio Managers. In the Advisor Directed Program, the IAR is the Portfolio Manager, and the clients have the ability to directly contact the IAR at any time. In the Passageway One Program, the IAR can act as a Portfolio Manager, and the clients have the ability to directly contact the IAR at any time. Item 9 – Additional Information A. Disciplinary Information Below are regulatory events associated with FTS for the past 10 years, but these regulatory events are not limited to FTS’ registered investment advisor. Many of these regulatory events involve FTS’ broker-dealer and not the investment advisory business of FTS. Additional regulatory events involving FTS’ broker-dealer that date further back than 10 years and additional details regarding the below listed FINRA disciplinary actions are found at https://brokercheck.finra.org/firm/summary/628. 1) FINRA – 10/15/2015 FINRA found that FTS from May 1, 2009 to April 30, 2014, failed to apply sales charge discounts to certain customers’ eligible purchases of Unit Investment Trusts ("UITS") in violation of FINRA Rule 2010. In addition, FINRA found FTS failed to establish, maintain, and enforce a supervisory system and written supervisory procedures reasonably designed to ensure that customers received sales charge discounts on all eligible purchases in violation of NASD Conduct Rule 3010 and FINRA Rule 2010. FTS was censured and fined $300,000 and ordered to pay $663,534.23, plus interest, in restitution to the affected customers. These activities did not involve FTS’ registered investment advisor, nor did it involve FTS’ Passageway Program. 2) FINRA – 04/14/2016 After FTS self-reported the matter to FINRA, FINRA determined that FTS disadvantaged certain retirement plan and charitable organizations customers that were eligible to purchase class A shares in certain mutual funds without a front-end sales charge. These customers were instead sold class A shares with a front-end sales charge or class B or C with back-end sales charges and higher ongoing fees and expenses. During this period, FTS failed to establish and maintain a supervisor system and procedures reasonably designed to ensure that eligible customers who purchased mutual fund shares received the benefit of applicable sales charge waivers. FTS estimates that eligible customers were overcharged by approximately $298,000 for mutual fund shares since July 1, 2009. 3) FINRA – 05/08/2018 Without admitting or denying the findings, FTS consented to the findings that FTS failed to fully comply with an undertaking from a previous Acceptance Waiver and Consent entered into with FINRA in 2009. In addition, FTS made material misstatements and omissions in approximately 77% of a sample set of 250 variable annuity exchanges randomly selected and reviewed by FINRA from among 1,431 variable annuity exchanges. Misstatements and omissions about the cost or benefits of the variable annuity exchange made the exchange appear more beneficial to the customer. FTS also failed to implement a supervisory structure reasonably designed to ensure that its registered representatives obtained and assessed accurate information about the customer’s existing and proposed variable annuities prior to affecting the exchanges. These activities did not involve FTS’ registered investment advisor, nor did it involve FTS’ Passageway Program. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 34 of 48  4) SEC – 07/18/2023 FTS settled allegations of wrongdoing by the SEC, in which the SEC alleged that 79 municipal bond underwriting offerings sold to broker-dealers and/or registered investment advisors failed to comply with municipal bond offering disclosure requirements under Rule 15c2-12 of the Securities Exchange Act of 1934 and found that FTS’ policies and procedures weren’t reasonably designed to determine if the broker dealers and/or registered investment advisors satisfied the exemption requirements under Rule 15c2-12. FTS agreed to cease-and-desist from future violations of those provisions, be censured, and pay $442,465.59 in disgorgement plus prejudgment interest of $67,506.09 to the SEC and a $200,000 civil money penalty. Additional details regarding this Order are found at https://www.sec.gov/files/litigation/admin/2023/34-97937.pdf. These activities did not involve FTS’ registered investment advisor, nor did it involve FTS’ Passageway Program. 5) SEC – 09/29/2023 FTS settled allegations of wrongdoing by the SEC, where from January 2019 to 2022, FTS employees sent and received Off-Channel Communications that related to the business of the broker-dealer and registered investment advisor. Due to the fact that these communications were not sent or received on FTS systems, FTS failed to surveil, maintain, or preserve these communications. As a result, FTS was required to cease- and-desist from further violation of SEC Rules related to retention of required books and records, pay a civil money penalty in the amount of $8,000,000, and take remedial measures including the hiring of an independent consultant. Additional details regarding this Order are found at https://www.sec.gov/files/litigation/admin/2023/34-98627.pdf. B. Other Financial Industry Activities and Affiliations 1) Fifth Third Securities - Broker-Dealer & Municipal Advisor FTS is registered both as a broker-dealer with FINRA and as a registered investment advisor and municipal advisor with the SEC (registration does not imply a certain level of skill or training). Principal executive officers of the broker-dealer are also officers of the registered investment advisor. IARs of FTS also act as representatives of FTS, and solicit other services and products separate from the investment advisory services provided through Passageway. Representatives receive compensation for these separate activities. Clients are under no obligation to engage FTS and our IARs for these separate products and services. 2) Related Entities a) Fifth Third Bank, National Association (FTB) FTS is a wholly owned subsidiary of FTB. FTB is a federally chartered institution and is not a registered investment advisor under the U. S. Securities & Exchange Commission. It is anticipated that FTB will benefit from the compensation for services provided through Passageway. FTS has retained FTB to act as Portfolio Manager and develop asset allocation models in the IMG Program and to provide initial and ongoing review of the mutual funds in the IMG Program. This creates a conflict of interest when FTS or FTS’ IARs recommend the IMG Program to clients. Additionally, there are financial conflicts of interest when FTS or FTS’ IARs recommend the IMG Program. Please refer to Item 4.C.1) section of this Brochure for details on this conflict of interest. b) Fifth Third Insurance Agency, Inc. Fifth Third Insurance Agency, Inc. is a licensed insurance agency, which is a wholly owned subsidiary of FTB. FTS’ IARs act as insurance agents for Fifth Third Insurance Agency. FTS and its IARs offer insurance products and services to advisory clients outside of Passageway accounts. Clients are under no obligation to engage Fifth Third Insurance Agency or its insurance agents for these separate services and products for which a customary commission is received. These insurance products are separate from Passageway and are not considered managed assets within Passageway. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 35 of 48  c) Franklin Street Advisors, Inc. (Franklin Street Advisors) Franklin Street Advisors is a registered investment advisor that is a wholly owned subsidiary of FTB and is an affiliated entity of FTS. Franklin Street Advisors is not a Program Manager currently available in the Passageway Program; therefore, FTS does not consider the affiliated entity, Franklin Street Advisors, a conflict of interest to Passageway clients or prospective clients. FTS operates independently from Franklin Street Advisors, although the two entities share certain resources, such as technology applications and other support services provided through Fifth Third Bank. d) Fifth Third Wealth Advisors, LLC (FTWA) FTWA is a wholly owned, indirect subsidiary of Fifth Third Bank and an adviser registered with the U.S. Securities and Exchange Commission. FTWA is not a Program Manager currently available in the Passageway Program; therefore, FTS does not consider the affiliated entity, FTWA, a conflict of interest to Passageway clients or prospective clients. FTS operates independently from FTWA, although the two entities share certain resources, such as technology applications and other support services provided through Fifth Third Bank. C. Additional Conflicts of Interest Conflicts of interest related to FTS and its affiliated entities are listed under Item 9.B. Other Financial Industry Activities and Affiliations. Below are conflicts of interests FTS has when we offer and provide services under the Passageway Program. Conflicts Related to Active Trading and No Charge Investments: FTS does not charge Passageway clients a ticket charge or commission for securities transactions placed in a Passageway account. However, FTS is charged by NFS for securities transactions of certain investments in Passageway accounts. Therefore, FTS has an incentive to lower or limit the number of securities transactions in investments that NFS charges FTS. To help mitigate this conflict of interest, FTS’ IARs and Portfolio Managers do not directly share in the costs of securities transactions when they are placed in a Passageway account, nor does FTS notify IARs of which investments NFS charges FTS. Conflicts Related to IAR Compensation: FTS’ IARs are compensated based on the accounts that the IAR services. Please refer to Item 4.E. IAR Compensation for more information regarding additional conflicts of interest related to IAR Compensation. The amount of compensation received by FTS and its IARs, as a result of the client’s participation in the Passageway Program, can be more than what FTS and its IAR would receive if the client paid separately for investment advice, brokerage, and other services. Therefore, FTS and its IARs have a financial incentive to recommend the Passageway Program over other investments or services. A conflict of interest exists for an IAR when they recommend a Passageway program to a client. An IAR has a conflict of interest when recommending a Passageway program where the internal fee is lower than another Passageway program since the IAR will receive more compensation as a result (see Item 4.C. Investment Advisory Fee Information for more information about this conflict of interest). Conflicts Related to IAR Production Standards: As part of an IAR’s continued registration and/or employment with FTS, FTS has established minimum production standards based upon the tenure of the IAR with FTS. Failure by an IAR to meet FTS’ minimum production standards results in an evaluation of the overall performance and activity of the IAR, which can lead to the deregistration and/or termination of employment. To help mitigate this conflict of interest, when an IAR does not meet the production standards, FTS does not automatically deregister or terminate the employment of the IAR, but first FTS conducts and evaluation to help determine the rationale for the IAR’s current production. The evaluation can include but is not limited to the workplace behaviors (e.g., showing up to the office, hours being worked), frequency of contact with clients, client follow-ups, personal events (e.g., death of a family member), and other activities related to the IAR’s work activities. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 36 of 48  Conflicts Related to Recommending Passageway Account vs. Brokerage Account: Due to the on-going relationship and the advisory fees associated with a Passageway account, FTS and FTS’ IARs have a financial conflict of interest when recommending a Passageway Account over a Brokerage Account as FTS and FTS IARs have the possibility to earn more compensation than they potentially would in a Brokerage Account. FTS helps address this conflict by having a separate group of securities registered principals that review the solicited Passageway Accounts by IARs, and these registered principals do not directly receive compensation from the recommendations made by FTS’ IARs. Furthermore, FTS helps address this conflict by requiring FTS’ IARs to complete paperwork with clients when recommending the opening of a new Passageway Account. This paperwork outlines the types of services the client is seeking (e.g., on-going reviews of accounts and assets). Clients who are not seeking to have FTS or FTS’ IARs to provide on-going management of their account, should not open a Passageway Account. Conflicts Related to Mutual Fund Revenue Sharing: FTS has fee arrangements with some mutual fund companies (which also includes companies that offer exchange traded funds or notes) that issue mutual funds that are available for purchase in the Passageway Program. These payments often referred to as “revenue sharing.” However, each of these revenue sharing arrangements with mutual fund companies (which also includes companies that offer exchange traded funds or notes) are solely related to FTS’ Institutional Brokerage business and do not apply to the mutual funds held in Passageway accounts. Under these revenue sharing arrangements, the mutual fund company can pay FTS a fee based that is based off: 1. The amount of client sales; 2. Assets invested in the mutual company’s mutual funds; and/or 3. A fixed fee. The actual amounts that FTS receives can vary from one mutual fund company to another and can have a minimum dollar amount prior to FTS being eligible to receive a revenue sharing payment. In all cases, such revenue sharing payments will be paid to FTS from the mutual fund company’s own resources and not directly from client funds or assets. Such arrangements will have no impact on the fees being charged to clients by FTS, the IAR, or the Portfolio Manager(s). FTS provides marketing support to the mutual fund company and allows the mutual fund company to access FTS’ IARs so that the mutual fund company can promote their mutual funds. This revenue share arrangement creates a conflict of interest by incentivizing FTS to have clients invest in mutual funds that provide revenue share instead of mutual funds that do not make revenue sharing payments to FTS. FTS does not share revenue sharing payments with Portfolio Managers, and therefore, there is no direct financial incentive for a Portfolio Manager to select a mutual fund for a Passageway account over another mutual fund because of FTS’ revenue sharing arrangement. Furthermore, FTS does not directly share revenue sharing payments with its IARs. Since FTS’ IARs receive no direct portion of the revenue share that is received by FTS, FTS does not believe its IARs have a conflict of interest when selecting one mutual fund over another mutual fund as a result of these revenue sharing arrangements. Lastly, in order to mitigate this conflict of interest, currently FTS does not receive revenue share payments on any of the assets in mutual funds that are held in Passageway accounts. Please visit the bottom of https://www.53.com/investments/mutual-funds.html for the list of the mutual fund companies that FTS has a revenue sharing arrangement. Conflicts Related to Interest on Cash Holdings: NFS shares credit interest compensation with FTS on cash balance holdings held in Passageway accounts. To help mitigate this conflict of interest, FTS requires clients to select a core account investment vehicle (a/k/a sweep option) for available cash balances instead of allowing the Passageway account to remain in cash. Even when a client selects a core account investment vehicle, there are situations when a Passageway account will still end up holding a cash balance. As a result, FTS will receive credit interest from this cash balance holding. Additionally, we do not directly share with IARs the credit interest income received from cash holdings in a Passageway account, and lastly, the interest earned on cash holdings in a Passageway account that FTS receives from NFS are reimbursed directly to the 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 37 of 48  client’s Passageway account. These reimbursements for cash holdings occur in the same quarter or the following quarter that FTS receives the interest from NFS. Furthermore, FTS Clients can select an available core account investment vehicle or change the core account investment vehicle at any time for their Passageway Account by contacting their IAR. Additional information regarding the available investment options for your core account investment vehicle can be found at 53.com/ftsdisclosure under “Core Account Investment Vehicle Disclosure Summary”. Conflicts Related to Clearing Firm (NFS): As mentioned above in Item 4.C., FTS pays NFS clearance and execution fees for trades placed in Passageway accounts. However, NFS makes transactions in certain mutual funds and exchange traded funds/notes available to FTS at no cost if the mutual fund or exchanged trade products (exchange traded funds and exchange traded notes) is part of NFS’ NTF Mutual Funds Program, NTF Managed Account Program, and iNTF Managed Account Program. The availability of no cost transactions creates a conflict of interest for FTS by providing the availability to have transactions in certain mutual funds and exchange traded products at no cost while transactions in other mutual funds and exchange traded funds not part of NFS’ NTF Mutual Funds Program, NTF Managed Account Program, and iNTF Managed Account Program are accessed a charge or fee. In order to help mitigate this conflict of interest, FTS does not distribute to IARs the list of mutual funds and exchange traded products on NFS’ NTF Mutual Funds Program, NTF Managed Account Program, and iNTF Managed Account Program. Furthermore, FTS has contracted with FIWA to perform initial and ongoing due diligence on the mutual funds and exchange traded products available in the Passageway Program, which includes all of the mutual funds and exchange traded products that are available on NFS’ NTF Mutual Funds Program, NTF Managed Account Program, and iNTF Managed Account Program. FTS will conduct additional due diligence on the mutual funds and exchange traded products after FIWA has approved or continues to approve them. Furthermore, NFS provides FTS with two forms of annual credits and one form of monthly credits if FTS meets certain criteria established by NFS. The first annual credit is an annual Business Credit that is paid to FTS through a market credit and/or a clearing statement adjustment to clearing and execution expense (e.g., reduce the fees expenses owed by FTS to NFS). This Business Credit is usually provided to FTS in December of each calendar year. The second annual credit is an annual Correspondent Business Credit that is generally credited on FTS’ January clearing statement. The monthly credit is a Technology Credit received to offset some or all of the fees incurred for specific technology systems used in conjunction with NFS. In order for FTS to receive the Correspondent Business Credit and the Technology credit, NFS requires FTS to be at all times in material compliance with the terms and conditions of the Fully Disclosed Clearing Agreement. To help address the conflict of interest that the receipt of the Business Credit and the Correspondent Business Credit create, FTS and NFS have limited the criteria that have to be met by FTS to receive these credits. For example, the receipt of these two credits are not dependent on the amount of assets FTS has with NFS, the amount of transactions placed through NFS, the amount of charges/fees assessed by NFS to FTS, any commissions earned by NFS for placement of trades, the number of clients or accounts FTS has with NFS, does not prevent FTS or Portfolio Manager to place a security transaction or transactions through another firm if FTS or a Portfolio Manager believes it is in the client’s best interest, nor is there a requirement for FTS to offer or recommend the securities provided through Passageway. FTS’ receipt of these aforementioned credits creates additional conflicts of interest by creating a disincentive for FTS to terminate the existing clearing firm arrangement with NFS and select another clearing firm, as FTS would both lose future credits from NFS, would incur termination fees, and be obligated to return a portion of the credits to NFS. In addition, NFS provided FTS with a credit in 2022 as part of a renewal of contract of services with NFS. Conflicts Related to Receipt of Educational, Marketing, & Other Financial Support: FTS and our IARs have a conflict of interest as a result of when Portfolio Managers, service providers, and products companies, such as mutual fund companies, unit investment trust sponsors, annuity companies, life insurance companies, ETF companies, or their affiliates, reimburse or cover the costs for FTS and/or our IARs for the following activities: marketing, business and client development, educational enhancement, and/or due diligence reviews 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 38 of 48  incurred by FTS and/or an IAR related to the promotion or sale of the Portfolio Manager services or product company’s products (e.g., mutual fund, ETF). This compensation is also used to subsidize the cost of education programs, such as conferences we offer to our IARs, which include travel and travel-related expenses, meals, overnight lodging, speakers, and entertainment. Portfolio Managers, products companies, and service providers that participate in these events gain the opportunity to interact with our IARs and their supervisors, and it is anticipated that these interactions will result in additional sales of those products or services associated with those Portfolio Managers and product companies. Accordingly, a conflict of interest exists where we offer opportunities to Portfolio Managers, products companies, and service providers that are willing to cover expenses and/or pay us to cover expenses as compared to Portfolio Managers, products companies, and service providers that do not. IARs do not directly receive a portion of this compensation. However, IARs’ attendance and participation in these events can be expected to lead IARs to recommend and direct investments to the Portfolio Managers, products companies, and service providers that provide this compensation as compared to Portfolio Managers, products companies, and service providers that do not. Conflicts Related to Receipt of Gifts and Business Entertainment: IARs can receive business entertainment from product or service providers. Examples of business entertainment include, but are not limited to, an occasional meal or a ticket to an event (e.g., concert, game, local event). This creates a conflict of interest for the IAR where the IAR recommends the product or Portfolio Manager associated with the company who has provided the business entertainment. To help mitigate this conflict, FTS generally limits the amount of business entertainment that can be received by its IAR to $600 per product or service company when the business entertainment is not associated with training, an FTS meeting, or a meeting with an FTS client. This $600 limit does not apply to business entertainment of de minimis value as long as the value of the business entertainment received is below $40. Additionally, IARs can receive gifts from product companies and Portfolio Managers. This creates a conflict of interest for the IAR where the IAR recommends the product or Portfolio Manager associated with the company who has provided the gift. To help mitigate this conflict, FTS and regulatory rules prohibit the receipt of gifts over $100 per company and per calendar year. IARs are required to report to FTS when they receive a gift that was provided by a product or service company with the exception of promotional items of small dollar value (e.g., water bottle with the company logo on the bottle, pens, notebooks). Conflicts Related to the AllianceBernstein Program: AllianceBernstein makes investment recommendations and model recommendations that include mutual funds and/or exchange traded funds that are distributed by affiliated entity of AllianceBernstein in which AllianceBernstein or an affiliated entity of AllianceBernstein serves as the investment adviser. AllianceBernstein does not limit the available investment options to mutual funds and exchange traded funds offered by or affiliated entity of AllianceBernstein but include other mutual fund and/or exchange traded funds of non-affiliated entities. This creates a financial incentive for AllianceBernstein to recommend AllianceBernstein affiliated mutual funds and exchange traded funds over mutual funds and exchange traded funds issued by non-affiliated entities of AllianceBernstein. By recommending investments within the AllianceBernstein Program, and therefore the client’s account, this can limit the growth potential of client’s account(s) and/or increase the risk of the client’s account(s) that can lead to greater losses if other investment options were available or were invested. Conflicts Related to the BlackRock Program: BlackRock makes investment recommendations and model recommendations that include mutual funds and/or exchange traded funds that are distributed by affiliated entity of BlackRock in which BlackRock or an affiliated entity of BlackRock serves as the investment adviser. BlackRock does not limit the available investment options to mutual funds and exchange traded funds offered by or affiliated entity of BlackRock but includes other mutual fund and/or exchange traded funds of non-affiliated entities. This creates a financial incentive for BlackRock to recommend BlackRock affiliated mutual funds and exchange traded funds over mutual funds and exchange traded funds issued by non- affiliated entities of BlackRock. By recommending the investment options that include affiliated investments within the BlackRock Program, and therefore the client’s account, this can limit the growth potential of 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 39 of 48  client’s account(s) and/or increase the risk of the client’s account(s) that can lead to greater losses if other investment options were available or were invested. Conflicts Related to the Brinker Capital Program: Brinker Capital makes investment recommendations and model recommendations solely of Brinker Destination funds that Brinker Capital serves as the investment adviser and the funds are affiliated products of Brinker Capital. Brinker Capital limits the available investment options both initially and on an on-going basis to Brinker Destination funds. By restricting the investment options available within the Brinker Capital Program, and consequently the client’s account, this can limit the growth potential of client’s account(s) and/or increase the risk of the client’s account(s) that can lead to greater losses if other investment options were available or were invested. See Brinker’s Form ADV Part 2A for more information. Conflicts Related to the Capital Group Program: Capital Group makes investment recommendations and model recommendations that include mutual funds and/or exchange traded funds that are distributed by Capital Group or an affiliated entity for which Capital Group or the affiliated entity serves as the investment adviser. Capital Group does not limit the available investment options to mutual funds and exchange traded funds offered by or affiliated entity of Capital Group but include other mutual fund and/or exchange traded funds of non-affiliated entities. This creates a financial incentive for Capital Group to recommend Capital Group affiliated mutual funds and exchange traded funds over mutual funds and exchange traded funds issued by non-affiliated entities of Capital Group. By recommending the investment options that include affiliated investments within the Capital Group Program, and therefore the client’s account, this can limit the growth potential of client’s account(s) and/or increase the risk of the client’s account(s) that can lead to greater losses if other investment options were available or were invested. Conflicts Related to the Russell Program: Russell makes investment recommendations and model recommendations solely of funds that are made available by affiliated entity Russell Investment Company that Russell serves as the investment adviser and the funds are affiliated products of Russell. Russell limits the available investment options both initially and on an on-going basis to funds of Russell Investment Company. By restricting the investment options within the Russell Program, and therefore client’s account, this can limit the growth potential of client’s account(s) and/or increase the risk of the client’s account(s) that can lead to greater losses if other investment options were available or were invested. See Russell’s Form ADV Part 2A for more information. Conflicts Related to the Symmetry Program when the Symmetry Panoramic Models are used, Symmetry makes investment recommendations and model recommendations solely of Symmetry Panoramic funds that are made available by an affiliated entity that Symmetry serves as the investment adviser and the funds are affiliated products of Symmetry. Symmetry limits the available investment options both initially and on an on-going basis to Symmetry Panoramic mutual funds. By restricting the investment options within the Symmetry Program, and therefore client’s account, this can limit the growth potential of client’s account(s) and/or increase the risk of the client’s account(s) that can lead to greater losses if other investment options were available or were invested. See Symmetry’s Form ADV Part 2A for more information. Conflicts Related to the Vanguard Program: Vanguard makes investment recommendations and model recommendations solely or primarily of mutual funds and exchange traded funds that are made available by Vanguard or affiliated entity(ies) of Vanguard in which Vanguard serves as the investment adviser and the mutual funds and exchange traded funds are affiliated products of Vanguard. Vanguard limits the available investment options both initially and on an on-going basis to mutual funds and exchange traded funds offered by Vanguard or affiliated entity(ies) of Vanguard. By restricting the investment options within the Vanguard Program, and therefore the client’s account, this can limit the growth potential of client’s account(s) and/or increase the risk of the client’s account(s) that can lead to greater losses if other investment options were available or were invested. See Vanguard’s Form ADV Part 2A for more information. Conflicts Related to the Tax Overlay Service: The Tax Overlay Service is an added service (if selected by the client), and as a result, carries an additional fee that is assessed to FTS. As a result, the Tax Overlay Service fee decreases the total amount of fees that FTS and our IARs receive when a client chooses to use the Tax 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 40 of 48  Overlay Service. Therefore, FTS and our IARs have a conflict of interest associated with the Tax Overlay Service, because there is a financial incentive not to provide the Tax Overlay Service. D. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 1) Code of Ethics FTS has adopted a Code of Ethics expressing the firm's commitment to ethical conduct. FTS' Code of Ethics is based upon the principle that FTS and its employees owe a fiduciary duty to clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. The Code of Ethics is designed to help maintain the high ethical standards long maintained by FTS continue to be applied. The purpose of the Code of Ethics is to preclude activities which lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct. FTS’ fiduciary duty means that FTS has an affirmative duty of utmost good faith to act solely in the best interest of its clients. FTS and its employees are subject to the following specific fiduciary obligations when dealing with investment advisory clients: • The duty to have a reasonable, independent basis for the investment advice provided; • The duty to help confirm that investment advice is suitable to meeting the client’s individual investment objectives, needs and circumstances; and • A duty to be loyal to clients. To implement the Code of Ethics, all FTS access persons are required to acknowledge their receipt of the FTS’ Code of Ethics. FTS’ IARs are further subject to specific personal securities transactions and holdings reporting requirements, and FTS review these transactions and holdings reports. Nevertheless, FTS’ IARs can buy or sell securities for their personal accounts that are identical to or different than those held in client accounts. IARs are prohibited from purchasing initial public offerings in their own personal accounts under FTS’ Code of Ethics, and IARs must receive pre-clearance before investing in private securities offerings (e.g., Regulation D offerings). FTS’ Code of Ethics further includes the FTS policy prohibiting the use of material non-public information. FTS requires that all individuals must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. Any individual not in observance of the above may be subject to termination. Advisory clients or prospective advisory clients can receive the full version of FTS’ Code of Ethics by making a written request to: Fifth Third Securities, Inc. Attn: Compliance Department 38 Fountain Square Plaza MD: 1090AM Cincinnati, OH 45263 E. Review of Accounts FTS’ IARs periodically review client Passageway accounts. Reviews by IARs can include the client’s current asset allocation, the managed securities in the Passageway account, and the Portfolio Manager, if the Portfolio Manager is not the IAR. In addition, IARs will generally attempt to meet with Passageway clients each calendar year and review their financial and investment goals, risk tolerance, and other information relevant to maintaining an appropriate investment strategy for the client, as well as review the investment management of the Passageway account. These reviews with Passageway clients can be conducted in-person, telephonically, or by a videoconferencing system (e.g., Microsoft Teams). Generally, if FTS is unable to conduct a review with a Passageway client for two consecutive calendar years, FTS will commence with termination of the advisory relationship with the Passageway client in the third year unless a review with the client is able to occur. However, FTS 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 41 of 48  understands that in certain client situations meeting with an FTS IAR may not be practical and in those circumstances (e.g., military service member deployed overseas), FTS can choose not to terminate the advisory relationship with the Passageway client. Portfolio Managers periodically review Passageway accounts. These reviews by Portfolio Managers will sometimes result in rebalancing a Passageway account back to or a close approximate of the asset allocation selected by the client. For more information regarding a specific Portfolio Manager’s review of accounts please refer to their Form ADV Part 2A. F. Quarterly Performance Reports On a quarterly basis, FIWA sends Passageway clients a statement containing a description of the activity that occurred in the client’s account(s) during the previous quarter including, but not limited to, the following: • Securities holdings • Account value • Transactions occurred in the account, including contributions and withdrawals • Advisory fees charged for the period FTS does not independently verify the accuracy of the performance information provided by FIWA on client quarterly performance reports. In addition, clients receive either monthly statements from NFS if securities transactions (e.g., purchases, sales, or transfers) occur in the Passageway account or quarterly statements from NFS if no transactions occur in the Passageway account. Clients are encouraged to compare the holdings and transactions listed on NFS statements against the quarterly performance reports provided by FIWA. The client should promptly alert their IAR or FTS if the client identifies any discrepancies between these statements. FIWA performance statements reflect a trade-date basis, and NFS statements reflect a settlement-date basis. This means transactions that occur at the end of a quarter that have not settled will appear on the FIWA statement but will not appear on the NFS statement. When FTS or a client terminates the Investment Management Agreement and the corresponding Passageway account, the client will not receive a quarterly performance report for the quarter in which the Passageway account was terminated. G. Client Referrals and Other Compensation FTS currently does compensate individuals who are securities registered with FTS for qualified client referrals to FTS. To qualify for the referral fee the following conditions must be met: 1) the client is not an existing client of FTS at the time of the referral, 2) the client agrees to and has an appointment with a Registered Representative of FTS, and 3) the client has a minimum of $50,000 in investable assets. If these three conditions are met, individuals who are securities registered with FTS would receive a $25 referral fee. A referral fee is not contingent upon the client opening an account (Passageway or Brokerage), purchasing any security or investment, or FTS receiving any type of compensation from the client or their investable assets. FTS pays on-going compensation to IARs who are made available to some Passageway clients to assist with their Passageway account when their primary IAR is unavailable. Assistance provided by these IARs will generally be around the administration of the accounts, such as Passageway account balance inquiries, specific information requests about the client’s Passageway account holdings (e.g., current value of a security, date(s) when a specific security was purchased or sold, prospectus request, etc.), and information about managers Portfolio Managers, as applicable. Assistance to Passageway clients would not include specific Passageway Program recommendations, recommendations to change Passageway Programs, or asset allocation changes to an existing Passageway account without the involvement of the primary IAR. These IARs that receive the nominal fee are registered as IARs with FTS and applicable clients will receive a copy of the IAR’s Passageway Supplemental Brochure (Form 2B) in addition to their primary IAR’s Passageway Supplemental Brochure. 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 42 of 48  H. Financial Information 1) Balance Sheet FTS is not required to provide a balance sheet with this Brochure because we do not solicit prepayment of more than $1,200 in fees per client, six months or more in advance. 2) Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients FTS is not aware of any financial impairment that will preclude us from meeting our contractual commitments to our advisory clients. 3) Bankruptcy Petitions in Previous Ten Years FTS has not been the subject of a bankruptcy petition in the last ten years. (Remainder of the Page Intentionally Left Blank) 07/14/2025 Passageway Managed Account Wrap Fee Program Brochure Page 43 of 48  Exhibit A Trading Away Details by Portfolio Managers + 2024 % of Trades Stepped Out Average Commission - Cents per share (cps) (Information below has been provided by the Portfolio Manager) Alliance Bernstein (AB) AB Concentrated Growth (FMAX) AB Large Cap Growth (FMAX) AB Municipal Income SMA (FMAX) AB Strategic Research Balanced (non-CISH) (FMAX) AB Strategic Research Balanced - CISH (FMAX) AB Sustainable Global Thematic ADR (FMAX) AB Tax Aware Fixed Income (FMAX) N/A N/A 61% N/A N/A N/A 87% $0 $0 $0 $0 $0 $0 $0 + Q4 2024 % of Trades Stepped Out Average Commission - Cents per share (cps) (Information below has been provided by the Portfolio Manager) Fidelity Institutional Wealth Adviser/Envestnet - Equity Trades - Fixed Income Trades Not Provided Not Provided 0.000337* Not Provided + 2024 % of Trades Stepped Out Average Commission - Cents per share (cps) (Information below has been provided by the Portfolio Manager) PIMCO PIMCO Corporate Bond Ladder 1-5 Year Managed Account (FMAX) 100 PIMCO Corporate Bond Ladder 3-11 Year Managed Account (FMAX) 100 PIMCO Municipal Bond Ladder 1-6 Year Managed Account (FMAX) 100 100 PIMCO Targeted Municipal Bond Ladder 3-11 Year Managed Account (FMAX) 100 PIMCO Targeted Municipal Bond Ladder 3-17 Year Managed Account (FMAX) $0.00 $0.00 $0.00 $0.00 $0.00 Page44 of 48 Passageway Managed Account Wrap Fee Program Brochure + Information provided by the Portfolio Managers and FTS does not attest to the accuracy of the information that has been provided. * Reflects stepped out transactions only.  Standard Commission and Fee Schedule1 Effective Date June 10, 2025 Commission Schedule (per transaction) Stocks (Common & Preferred), Closed-End Funds (secondary market), Exchange Traded Funds (ETFs)2, Exchange Traded Notes (ETNs)2, publicly traded Limited Partnerships (LPs) and Real Estate Investment Trusts (REITs), rights and warrants Service Fee5 Investment Amount (Principal) $0.00 - $500.006 Commission Rate3,4,† $10.00 (maximum of 30% of principal)7 $8.00 $500.01 - $2,500.00 $10.00 $8.00 $2,500.01 - $25,000.00 $60.00 + .65% of principal $8.00 $25,000.01 - $50,000.00 $100.00 + .60% of principal $8.00 $50,000.01 - $100,000.00 $125.00 + .55% of principal $8.00 $100,000.01 + $175.00 + .50% of principal $8.00 Self-Directed Online Trades $10.00 $8.00 Options Investment Amount (Principal) Service Fee5 $0.00 - $500.006 Commission Rate3,7,8,† $75.00 + $1.75 per contract $8.00 $500.01 - $100,000.01 + $75.00 + $1.75 per contract $8.00 Physical Precious Metals (liquidations only) Service Fee5 Investment Amount (Principal) $0.00 - $50,000.00 Commission Rate3,† 2% of principal ($75.00 minimum) $6.00 $50,000.01 - $100,000.00 1.50% of principal $6.00 $100,000.01 + 1% of principal $6.00 Important Disclosures 1 All Commissions, Rates, and Fees are subject to change and can vary by program and arrangement (e.g., Standard, Preferred, Private Bank, Online). Certain fees (e.g., regulatory, state and foreign government fees, etc.) are outside of the control of National Financial Services, LLC and Fifth Third Securities and can be changed or added at any time without prior notice. 2 ETFs and ETNs are subject to separate management fees and expenses. Refer to each ETF or ETN’s current prospectus for more information on additional fees and expenses. 3 Commission Rate is comprised of the combined fees assessed and paid to National Financial Services, LLC and Fifth Third Securities. 4 A transaction that is executed over multiple trading days can be subject to additional commission. A transaction can execute on multiple trading days for various reasons, including but not limited to, the transaction is for a large dollar amount, a large number of shares, and/or the transaction is entered near the closing of the exchange(s). 5 Fee is paid solely to Fifth Third Securities. 6 Fifth Third Securities generally does not accept purchases in an account when the investment amount is $500 or less. If you are purchasing to cover an existing short security position this minimum investment does not apply. Fifth Third Securities generally does not accept sells to open a short position (e.g., selling short stock, covered call writing, etc.) in an account when the investment amount is $500 or less. 7 If Commission Rate exceeds 30% of the investment amount of the transaction, the Commission Rate will be reduced to reflect approximately 30% of the investment amount of the transaction. 8 Commission Rate also applies to options assignments and exercises. † Waived for Passageway Managed Account Program*. * Passageway Managed Account Program is an investment advisory service program offered by Fifth Third Securities. For additional information about the advisory services offered by Fifth Third Securities, please speak with your Financial Professional or ask for a copy of the Fifth Third Securities’ Passageway Managed Account Wrap Fee Program Brochure (ADV Part 2A, Appendix 1). Fifth Third Bank, N.A. provides access to investments and investment services through various subsidiaries, including Fifth Third Securities. Fifth Third Securities is the trade name used by Fifth Third Securities, Inc., member FINRA/SIPC, a registered broker-dealer and a registered investment advisor registered with the U.S. Securities and Exchange Commission (SEC). Registration does not imply a certain level of skill or training. Securities, Investments, Investment Advisory Services, and Insurance: Are Not FDIC Insured Offer No Bank Guarantee May Lose Value Are Not Insured By Any Federal Government Agency Are Not A Deposit FTS-STD Insurance products made available through Fifth Third Insurance Agency, Inc. Insurance products are not offered in all states. Page 1 of 4 06/10/25  Mutual Funds Transaction Fee9,10 and Sales Charges10 Type of Mutual Fund Loaded Mutual Funds11,12,13 No transaction fee. Loaded Mutual Funds are subject to sales charges. Sales charges follow the fee schedule set forth by the mutual fund company. No Load Mutual Funds13,14 $25.00 transaction fee (per purchase) No sales charges from mutual fund company. Unit Investment Trusts12,13 & Variable Insurance12,13 Refer to the corresponding Unit Investment Trust or Variable Insurance product’s prospectus for information on the sales charges and various fees and expenses associated with these products. Fixed Income Securities (e.g., Bonds) Fixed Income Securities are generally subject to a markup if you are purchasing a fixed income security or a markdown if you are selling a Fixed Income Security. Markups and markdowns are paid to Fifth Third Securities and can also be paid to other financial institutions involved in the Fixed Income Securities transaction. Markups and markdowns increase the cost of the transaction. Commissions on fixed income securities vary based on several factors including, but not limited to, the type of security being bought/sold, maturity date, and size of the transaction. For additional information about how Fifth Third Securities receives compensation, please refer to the Brokerage & Insurance Conflicts of Interest Disclosures which is available at 53.com/ftsdisclosure. Important Disclosures 9 Trading fee charged by National Financial Services, LLC when you purchase shares of a fund. 10 Not applicable for mutual funds purchased and subsequently sold while participating in the Passageway Managed Account Program*. In addition, any portion of distribution and/or service fees (also known as 12b-1 fees) that Fifth Third Securities receives as compensation from a mutual fund company while an account is participating in the Passageway Managed Account Program will subsequently be credited to the Passageway Managed Account Program account. 11 Issuing company generally charges a sales charge (also referred to as a sales load) when you purchase and sell shares of loaded mutual funds. Information on sales charges can be found in a mutual fund’s current prospectus. 12 Fifth Third Securities generally receives a portion of sales charges as compensation from the issuing company. For additional information about how Fifth Third Securities receives compensation, please refer to the Brokerage & Insurance Conflicts of Interest Disclosures which is available at 53.com/ftsdisclosure. 13 Investment has various costs, internal expenses and other fees which can include, but are not limited to, management, marketing, distribution and administrative fees that the issuing company will pass through to investment owners. These costs, expenses and fees apply to the continued holding of the investment and are described in the investment’s current prospectus. Fifth Third Securities generally receives a portion of certain costs, expenses and fees as compensation from the issuing company. For additional information about how Fifth Third Securities receives compensation, please refer to the Brokerage & Insurance Conflicts of Interest Disclosures which is available at 53.com/ftsdisclosure. 14 Fifth Third Securities generally does not accept purchases in an account when the investment amount is less than $100. * Passageway Managed Account Program is an investment advisory service program offered by Fifth Third Securities. For additional information about the advisory services offered by Fifth Third Securities, please speak with your Financial Professional or ask for a copy of the Fifth Third Securities’ Passageway Managed Account Wrap Fee Program Brochure (ADV Part 2A, Appendix 1). FTS-STD Page 2 of 4 06/10/25  Fee Schedule Fee Description Fee Frequency $95.00 Per full account transfer Account Transfer (Full, Outgoing) Fee15 Aged Legal Items Fee $25.00 Per item Varies Per applicable occurrence Per calendar year, per account American/Global Depositary Receipt Fee16 Annual Custody and Recordkeeping Fee17,18,19,20,† $50.00 $50.00 Per item Bounced or Return Check Fee20 Varies Per applicable transaction Country/State Taxes21 Accrues daily, charged monthly Debit Interest Charge NFBLR22 plus 3% Foreign Security Movement Fee $75.00 Per security Varies Per applicable occurrence Foreign Tax Fee23 Varies Per options transaction Options Regulatory Fee24 Overnight Mailing Fee $10.00 Per delivery Physical Reorganization Fee $25.00 Per item Per security Varies25 $75.00 Per calendar year, per account Precious Metals Fee Retirement Annual Maintenance Fee19,26,27,28,† Retirement Close/Termination Fee† $125.00 Per account Varies Per applicable transaction SEC Section 31 Fee29 Stop Payment on Check Fee $30.00 Per item $30.00 Per extension Trade Settlement Extension Fee20 $25.00 Per certificate Transfer Agent – Register/Ship Fee30 Outgoing Wire Transfer Fee $15.00 Per wire Important Disclosures 15 Fee can also be referred to as an ACAT Fee or TOA Delivery Fee and is comprised of the combined fees assessed and paid to National Financial Services, LLC and Fifth Third Securities. 16 American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs) may have administrative, or management type, fees associated with them which are passed through to shareholders. Refer to the ADR or GDR’s prospectus for information on pass through fees. 17 Fee applies to any non-retirement account that was established prior to January 1st of the current calendar year and holds a position or has a balance on the last business day of the current calendar year. Fee is not prorated. Fee can also be referred to as an Annual Custody Fee. 18 Fee does not apply when: • Account has trading activity during the current calendar year that will settle on, or prior to, the last business day of the current calendar year. (NOTE: Periodic investments, systematic withdrawals, mutual fund exchanges, and equity dividend reinvestments are defined as trading activity. Mutual fund dividend reinvestments are not defined as trading activity.) • Account has a net account value of $50,000.00 or greater as of the valuation date31. • Account holder has a Momentum or Enhanced Checking Account and a Fifth Third Securities account held through National Financial Services, LLC that has a net account value of at least $25,000.00 as of the valuation date31. • Account holder has a Private Bank or Preferred Checking Account. • Account is in the Passageway Managed Account Program*. • Account has margin interest activity during the current calendar year. • Account has a balance of $10,000 or more in one of the following Core Account Investment Vehicles (invests available cash balance held within the account) as of the valuation date31: Fidelity Money Market mutual funds, Fidelity Cash (FCASH) or Fifth Third Bank Deposit Program. • Account is part of a household that has a value of $50,000.00 or greater as of the valuation date31. Relationship calculation includes Fifth Third Securities accounts held through National Financial Services, LLC, annuity and insurance contracts for which Fifth Third Securities or Fifth Third Insurance Agency is firm of record, and Investment Management and Trust accounts held through Fifth Third Bank’s Wealth & Asset Management division. • Account holder is a current Fifth Third Bancorp employee on the valuation date31. 19 Fifth Third Securities has the right and authority to debit an account up to the amount of the fee. This includes debiting the account in an amount that is less than the full fee in situations where the available account balance is not sufficient to satisfy the full fee and/or liquidating any or all the assets in the account in an amount needed to satisfy the full fee. Fifth Third Securities shall not incur any liability that results from its sale of assets under such circumstances. 20 Fee is comprised of the combined fees assessed and paid to National Financial Services, LLC and Fifth Third Securities. 21 Fee represents charge assessed by some foreign governments on purchases and sells of securities of companies incorporated in their countries. The fee corresponds to the amount of tax, as set forth under applicable foreign tax laws. It is generally a percentage or scheduled amount based on the total purchase or sale amount of the securities subject to tax. The fee is passed on from the foreign government to the client. When applicable, the fee will appear on the trade confirmation. FTS-STD Page 3 of 4 06/10/25  22 The National Financial Base Lending Rate (NFBLR) is set at the discretion of National Financial Services, LLC after considering commercially recognized interest rates, industry conditions regarding the extension of margin credit and general credit conditions. 23 Fee represents charge assessed by some foreign governments on income generated from securities of companies incorporated in their countries. The fee corresponds to the amount of tax, as set forth under applicable foreign tax laws. It is generally a percentage or scheduled amount based on the income generated from the securities subject to tax. The fee is passed on from the foreign government to the client. When applicable, the fee will appear on the monthly or quarterly account statement. 24 Fee represents charge assessed by the Options Clearing Corporation (OCC) on all options transactions that is passed on to you and will be displayed on the trade confirmation as Activity Assessment Fee. 25 Fee varies based on several factors regarding the precious metal including, but not limited to, package weight, value, delivery location, and insurance required to ship. 26 Fee applies to any retirement account that holds a position or balance as of the valuation date31 and any retirement account upon termination. Fee is not prorated. 27 Fee does not apply when: • Account has a net account value of $100,000 or greater as of the valuation date31. • Account is part of a household that has a value of $100,000.00 or greater as of the valuation date31. Relationship calculation includes Fifth Third Securities accounts held through National Financial Services, LLC, direct mutual fund accounts for which Fifth Third Securities is firm of record, annuity and insurance contracts for which Fifth Third Securities or Fifth Third Insurance Agency is firm of record, Investment Management and Trust accounts held through Fifth Third Bank’s Wealth & Asset Management division and checking, savings and certificate of deposit balances held through Fifth Third Bank. • Account was established on the first business day following the valuation date31 through December 31st of the same calendar year. • Account holder is a current Fifth Third Bancorp employee on the valuation date31. 28 Fee is comprised of the combined fees assessed and paid to National Financial Services, LLC (can be referred to as Retirement Maintenance Fee) and Fifth Third Securities (can be referred to as Retirement Maintenance Adjustment). 29 Fee represents charge assessed by the SEC (Section 31 Fee) that is passed on to you and will be displayed on the trade confirmation as Activity Assessment Fee. The fee is calculated on the investment amount (principal) of applicable transactions. More information on the Section 31 Fee can be found on the SEC’s website. 30 This fee generally appears in your account as DRS Registration. 31 The valuation date refers to the specific date on which account information is reviewed for purposes of determining fee eligibility. † Waived for Passageway Managed Account Program* * Passageway is an investment advisory service program offered by Fifth Third Securities. For additional information about the advisory services offered by Fifth Third Securities, please speak with your Financial Professional or ask for a copy of the Fifth Third Securities’ Passageway Managed Account Wrap Fee Program Brochure (ADV Part 2A, Appendix 1). FTS-STD Page 4 of 4 06/10/25