Franklin Street Advisors Inc.

 Form ADV – Part 2A Item 2 Summary of Material Changes: This section describes important updates to this document made since the updating amendment filed with the SEC in March 2025. The information below represents what Franklin Street Advisors, Inc. (“FSA”), views as the material changes to our Brochure since the last annual amendment. Item 5 Fees and Compensation: This section has been revised to clarify the threshold at which additions to or withdrawals from client accounts made during a quarter will receive pro‑rata treatment for billing purposes. It also includes a new disclosure regarding the conflict of interest created by fee schedules in which charges vary by asset class. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss: This section was revised to include a description of FSA’s Fund Advisory Program. It was also revised to include additional risk information about Concentration Risk, Covered Call Risk, Hedging Strategy Risk, ETF and Mutual Funds Risk, Margin Account Risk, Options Risk, Sector Risk, Tax Management Strategy Risk, and Underlying Fund/Fund of Funds Risk. Item 10 Other Financial Industry Activities and Affiliations: This section was revised to add Comerica Securities, Inc., a new affiliate of FSA. A complete copy of this Brochure is available at any time by contacting compliance@franklin- street.com. Page 2 of 23  Form ADV – Part 2A Item 3 Table of Contents Item 2 Summary of Material Changes ................................................................................................................ 2 Item 3 Table of Contents .................................................................................................................................... 3 Item 4 Advisory Business .................................................................................................................................... 4 Item 5 Fees and Compensation .......................................................................................................................... 6 Item 6 Performance-Based Fees and Side-By-Side Management ...................................................................... 9 Item 7 Types of Clients ....................................................................................................................................... 9 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................................ 9 Item 9 Disciplinary Information ........................................................................................................................ 15 Item 10 Other Financial Industry Activities and Affiliations ............................................................................. 15 Item 11 Code of Ethics, Personal Trading and Participation or Interest in Client Transactions ...................... 16 Item 12 Brokerage Practices ............................................................................................................................. 17 Item 13 Review of Accounts ............................................................................................................................. 20 Item 14 Client Referrals and Other Compensation .......................................................................................... 20 Item 15 Custody ................................................................................................................................................ 21 Item 16 Investment Discretion ......................................................................................................................... 22 Item 17 Voting Client Securities ....................................................................................................................... 22 Item 18 Financial Information .......................................................................................................................... 22 Franklin Street Advisors, Inc. (SEC No. 801-39635) Page 3 of 23  Form ADV – Part 2A Item 4 Advisory Business Franklin Street Advisors, Inc. (“FSA” or the” Firm”) was incorporated in North Carolina in 1991 to offer independent advisory services to high-net-worth individuals and institutions. Effective November 1, 2018, FSA was acquired by Fifth Third Acquisition Holdings, LLC, ultimately a wholly owned subsidiary of Fifth Third Bank, National Association, and Fifth Third Bancorp. Fiduciary Duty FSA is offering its services in its capacity as a registered investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”). Under the Advisers Act, FSA has a fiduciary duty to act in the best interests of its clients. This includes an obligation to provide clients with material information about FSA’s advisory services, investment practices, fees, and potential conflicts of interest a client should understand before selecting FSA as their investment adviser. Because FSA provides investment advisory services to pension and other employee retirement benefit plans and individual retirement account (“IRA”) holders, the Firm is subject to the requirements of the Employment Retirement Income Security Act of 1974 (“ERISA”). Therefore, FSA reasonably expects to provide services in its capacity as a “fiduciary” under Section 3(21) of ERISA and/or under Section 4975 of Internal Revenue Code (“IRS Code”) of 1986, and as an “investment manager” under section 3(38) of ERISA with respect to certain retirement accounts as defined by ERISA and the IRS Code. Advisory Services FSA offers customized investment management services to high-net-worth individuals and institutional investors to help them meet their individual financial goals. FSA seeks to thoroughly understand each client’s ongoing goals and objectives and combines this knowledge to implement an asset allocation plan formulated to address each client’s unique goals and constraints. FSA employs an open architecture platform approach to execute asset allocation strategies and provide clients with access to a wide range of investment opportunities that include but are not limited to global equity, fixed income, commodities, real assets and alternative asset classes. FSA also provides separately managed accounts (“SMAs”) with dedicated in-house equity management and taxable and tax-exempt fixed income management. By combining the Firm’s in-house resources with its open architecture solutions, FSA seeks to optimize the portfolio management services it offers to their clients. Account Establishment and Review To initiate services, clients enter into a written Investment Management Agreement (“Agreement”) with FSA. This Agreement establishes the specific terms applicable to the client’s advisory relationship with FSA, defines the scope of FSA’s advisory service responsibilities and provides the agreed fee schedule. This Agreement is only valid upon acceptance by FSA. The Agreement will also describe the process and circumstances under which this relationship may be terminated, ending FSA’s fiduciary obligations to the client. Page 4 of 23  Form ADV – Part 2A The Firm uses the title “Relationship Manager” as a client-facing designation for individuals authorized to provide investment advice and recommendations to clients. The use of the term “Relationship Manager” should be understood to refer to an Investment Advisor Representative acting on behalf of the firm. At the onset of the firm’s services, the FSA Relationship Managers will work alongside each client to understand their individual investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as any other factors pertinent to their specific financial situations (taken together, these considerations are the client’s investment objectives, risk profile, and financial circumstances.) After an analysis of the relevant information, the Relationship Managers assist their clients in developing an appropriate strategy for managing clients’ assets based on their objectives and financial circumstances. FSA generally manages clients’ investment portfolios on a discretionary basis by allocating assets among the various investment products, as described further in Item 8. FSA tailors its advisory services to accommodate the needs of individual clients and manages clients’ portfolios in a manner consistent with a client’s specific investment profile as discussed below in Item 8. Clients are advised to promptly notify FSA of any material changes to their investment objectives, risk profile, financial circumstances, or restrictions that may affect the way FSA provides advisory services, including portfolio management. In performing its services, FSA will not be required to verify any information received from their clients or from their client’s designated professional service providers about a client’s profile or financial situation. It is each client’s responsibility to notify FSA in the event of a change or inaccuracy in the information provided, and FSA is entitled to rely on the accuracy and timeliness of the information provided by the client. Performance, Holding & Transactional Reports When preparing performance, holdings and/or transactional reports (“Reports”), FSA relies on the value of a client’s assets provided by the client’s custodian. FSA does not verify or guarantee the accuracy of such valuation information as provided by the client’s custodian. Performance reports provide a review of the client’s investment portfolio, including a review of asset allocation and performance of the assets in the account. A client’s account performance may be compared to a benchmark index or indices. The benchmark may be a blended benchmark that combines the return of two or more indices. Benchmark performance is listed for informational purposes only and is not a guarantee that the performance of the client’s account(s) in the report will meet or exceed the stated benchmark. Clients are encouraged to review all reports and communications carefully and compare FSA- provided reports and other communications with statements, confirmations and other Page 5 of 23  Form ADV – Part 2A communications received from their custodian. Any questions should be directed to the client’s Relationship Manager. Investment Restrictions Clients may impose reasonable security restrictions on FSA’s investment management services. Instructions requesting security restrictions must be delivered to FSA in writing and be signed by the client. However, FSA does reserve the right to decline investment restrictions that the Firm deems unreasonable. Examples of unreasonable restrictions could be restrictions imposed on individual holdings within an Exchange Traded Fund (“ETF”) or mutual fund. It is also important to understand that restrictions can cause a client’s account performance to vary from other accounts invested in a similar strategy that do not have such investment restrictions. Assets Under Management FSA is the investment adviser for Franklin Street Trust Company (“FST”), an affiliated North Carolina chartered trust company, also acquired on November 1, 2018, by Fifth Third Acquisition Holdings, LLC. The combined assets of FSA and FST under management were approximately $4,530,294,967 as of December 31, 2025. Item 5 Fees and Compensation The specific annual investment management fee (“Annual Fee”) a client will incur for accessing FSA’s investment management services is listed as an exhibit to each client’s Agreement. FSA charges an Annual Fee based on a fixed percentage of assets under management and, in some cases, a tiered fee structure. Tiered means the fee is calculated by applying different rates to different portions of the total assets. When the account assets reach a new threshold, only those assets above the threshold are charged the lower percentage. The Annual Fee is assessed quarterly in arrears, based on the market value of account assets as of the last business day of the previous calendar quarter. For accounts that begin at any time other than the beginning of a calendar quarter, the first management fee shall be prorated based on the number of days in the quarter. If an account terminates during a calendar quarter, a pro rata fee will be assessed based on the number of days in the quarter the account was under management. When a client contributes cash or assets to their account (inflow) or withdraws cash or assets from their account (outflow) during a quarter, FSA will prorate the quarterly fees whenever there is an inflow or outflow that exceeds 10% of the beginning balance for the quarter. For inflows, the fee is reduced on a pro-rata basis to account for the time that the cash and/or assets were not in the account. For outflows, the fee is increased on a pro-rata basis for the time that the cash and/or assets were in the account. Where applicable, account asset values will be determined based on the trade date and the security valuations provided by the custodians or fund managers. The account asset value(s) used to calculate the Annual Fee can differ from that shown on the client’s account statement(s) due to settlement date accounting, treatment of accrued income, distributions and/or necessary adjustments. Page 6 of 23  Form ADV – Part 2A FSA usually deducts fees from clients’ assets, but a client can elect to receive a bill for fees incurred. FSA Current Fee Schedules: Fee Schedule: Accounts Holding Equity, Cash and/or Mixed* Accounts Assets $5 million or less 1.00% annual fee Assets over $5 million 0.75% annual fee Minimum Annual Fee $7,500 *Includes accounts holding assets other than only fixed income securities and/or cash. Accounts below $750,000 that are charged the minimum fee would, therefore, experience a fee as a percentage of their assets that is greater than the published fee schedule. Fee Schedule: Accounts Holding Fixed Income and Cash Assets Only All assets $5 million or less 0.50% annual fee All assets over $5 million 0.375% annual fee Minimum Annual Fee $7,500 Accounts below $1,500,000 that are charged the minimum fee would, therefore, experience a fee as a percentage of their assets that is greater than the published fee schedule. FSA may, at its sole discretion, negotiate fees based on various factors, including but not limited to anticipated future earning capacity, expected additional assets, the dollar amount of assets to be managed, related or aggregated accounts, account composition, prior client relationships, and account retention considerations. FSA may also choose, at its discretion, to establish a flat-fee arrangement. FSA may additionally waive the minimum account size and/or the minimum Annual Fee at its sole discretion, resulting in minimum fees that may be higher than the published schedule. Actual fees paid by current clients may differ, either higher or lower, from the fee schedules shown above, depending on the schedule that was in effect or negotiated at the time the account was opened. Page 7 of 23  Form ADV – Part 2A Either the client or FSA may terminate the relationship at any time, provided written notice is given Fee schedules that vary by asset class (equities, fixed income and cash) create a conflict of interest because it can incentivize FSA to allocate to asset classes that generate higher fees (e.g., equity investments). However, FSA’s fiduciary duty is to act in each client’s best interest with an obligation to select the asset classes and underlying investments that align with the client’s stated investment objectives, regardless of the fee associated with any particular asset class. For a select number of clients, FSA is hired to provide due diligence on client-directed investments. For a consulting relationship, FSA will be paid a flat fee or other negotiated fee. FSA also manages assets on a discretionary basis for the same clients that pay a fee for consulting services. Additional Fees In addition to the Annual Fee, clients incur additional fees and costs associated with the investments held in their accounts. These may include:  Transaction costs – such as usual and customary transaction charges on the liquidation of investments deemed ineligible for this investment management program, certain other costs or charges that may be imposed by third parties (including, among other things, bid- ask spreads, odd lot differentials, exchange fees, transfer taxes, foreign custody fees, supplemental transaction fees, regulatory fees and other fees or taxes that may be imposed by pursuant to law, rule, or regulation;  Custodial Charges - costs of custody and execution services by any third-party custodian;  Transfer agency fees;  Tax consequences related to investment activity;  Non-sponsored alternative investment processing and maintenance fees;  Costs and expenses of unit investment trusts, (“UITs”) (e.g., organization costs, operating expenses, portfolio supervision, bookkeeping, trustee, and other administrative fees, etc.); Clients will also incur additional fees and expenses charged by mutual funds and exchange-traded funds (“ETFs”) (collectively, “Funds”) held in client portfolios. These may include: Investment management fees;   Shareholder servicing fees;  Administrative fees;  Any contingent deferred sales charges assessed on the sale or liquidation of Fund shares;  Distribution fees (commonly referred to as 12b-1 fees, under Rule 12b-1 of the Investment Company Act of 1940, as amended);  Redemption charges imposed by certain Funds or alternative investments (see Fund prospectus or private placement memorandum (“PPM”), as applicable, for details). Each Fund’s expense ratio, which reflects its total fees and expenses, is detailed in its respective prospectus. While a mutual fund may offer multiple share classes, each representing the same underlying portfolio, the fees vary by class. FSA seeks to invest client assets in the lowest cost Page 8 of 23  Form ADV – Part 2A mutual fund share class available. However, the availability of share classes may be limited based on the investment program sponsor or the custodian of the account, as certain custodians may only make certain share classes available. Therefore, clients should not assume that they will be invested in the share class with the lowest expense ratio the mutual fund offers. A client could invest in a mutual fund directly, without FSA’s services, at a lower cost. In that case, the client would not receive the services provided by our Firm, which are designed, among other things, to conduct ongoing manager research and assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. The client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and evaluate the additional cost of professional investment advisory services. Clients seeking Trust services can engage FSA’s affiliated Trust company directly and will be subject to additional fees under a separate agreement with that entity. Item 6 Performance-Based Fees and Side-By-Side Management FSA does not currently charge performance-based management fees for any of its advisory services. Item 7 Types of Clients FSA provides investment management services for: individuals, including high net worth individuals, pooled investment vehicles, corporations, pension plans, non-profit entities, insurance companies, governmental entities, trusts and endowments. FSA also provides investment advisory services for select model-based separately managed account programs. In these programs, FSA typically provides a model portfolio to the program manager, who is then responsible for executing transactions and coordinating account guidelines and restrictions with the underlying separate account client. In exchange for these services, FSA receives a fee negotiated between FSA and the program manager. Minimum relationship size is $1 million, subject to waiver at FSA’s sole discretion. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss The Investment Policy Committee meets at least quarterly to assess the current global investment environment and to formulate asset allocation strategies for equities, fixed income investments and alternative investments. FSA employs a dedicated team of analysts and portfolio managers who are responsible for sourcing and managing the Firm’s investment products. The investment team utilizes a team-based approach in which members leverage their collective experience through a collaborative decision-making process. The manager-research process and disciplined approach to asset allocation support the ongoing evaluation of portfolio construction, helping maintain each strategy’s alignment with its stated objectives through rebalancing and oversight. Page 9 of 23  Form ADV – Part 2A FSA offers three recommended Strategic Asset Allocation models available for clients: Growth, Moderate and Conservative. Each model has strategic and tactical allocations among Global Equities (Domestic Large Cap, Domestic Small/Mid Cap, Non-US Developed and Non-US Emerging), Global Fixed Income (US Treasuries/Agencies, Agency and Non-Agency Mortgage-Back Securities, Investment Grade, High Yield, Global Sovereigns, Non-US Developed, Non-US Emerging and Preferred Securities), Real Return Assets (Natural Resources/Commodities, Inflation Protected Securities and Real Estate) and Diversifying Assets. In addition to FSA’s Strategic Asset Allocation models, the Firm also constructs portfolios for clients with specific investment mandates. Examples of specific investment portfolios are: Strategic Growth, Equity Income, taxable and tax-exempt core, and unconstrained fixed income portfolios. FSA’s Fund Advisory Program (“FAP”) is the implementation of the Strategic Asset Allocation models using ETFs and mutual funds, including fixed-income ETFs and fixed-income mutual funds, instead of individual equity or fixed income securities. The ETFs and mutual funds used in the FAP program are chosen and monitored by the Investment Committee and are typically used for smaller accounts. FSA is also adviser to a series of private funds listed below. Client access is subject to certain qualifications.  Franklin Street Partners Manager of Managers LLC I – Series Fixed Income  Franklin Street Partners Manager of Managers LLC I – Series Global Equity  Franklin Street Partners Manager of Managers LLC I – Series Opportunistic Fixed Income  Franklin Street Partners Manager of Managers LLC 2 – Series Global Equity  Franklin Street Partners Manager of Managers LLC 2 – Series Opportunistic Fixed Income The strategies presented above pose risks, and many factors affect individual account performance. Strategies with equity exposure will be primarily subject to equity market volatility, and strategies with fixed income exposure will be subject to credit spread and interest rate risk volatility. All strategies are subject to risk factors associated with individual issuers, such as changes in issuer’s credit quality, or changes in tax, regulatory, market or economic developments. Risk of Loss Investing involves risk, including the potential loss of principal. Past performance is not indicative of future results, and financial markets can fluctuate—sometimes significantly. While FSA works diligently to manage and mitigate risk, certain risk factors are beyond the manager’s control. As such, FSA cannot guarantee any specific level of performance or outperformance. Additionally, some investment strategies carry more risk than others. FSA requires the client, in consultation with their Relationship Manager, to assess their personal risk tolerance and financial goals and accurately reflect on the same in their account or portfolio level investment policy statement before selecting an investment strategy. It’s important to be prepared for the possibility of investment losses, including the loss of principal. Page 10 of 23  Form ADV – Part 2A Principal Investment Risks The risk involved for different client accounts will vary based upon each client’s investment strategy and the types of investments or securities allocated to their account(s). The following is a summary of the principal risks involved in strategies recommended by FSA but is not intended to be a complete list or explanation of all the risks involved in a FSA investment strategy or security selected for allocation. Therefore, a client’s investment may be subject to additional and different risk factors not discussed below:  Alternative Investments Risk – Alternative investments are intended to provide diversification from traditional asset classes such as public equity and public fixed income. These investments carry a variety of risks including, but not limited to, liquidity, counterparty, credit, financial leverage, derivatives, hedging, and third-party valuation risk. Liquidity challenges can arise from material restrictions on redemptions imposed by the manager or due to an inherent lack of ability to transact on underlying assets. In addition, there could be instances where the market value of the underlying assets may be inaccurate due to timing, limited transaction data, or the valuation practices adopted by the manager. Given these risks, alternative investments are intended only for experienced and sophisticated investors who are willing to bear the variety of risks inherent in these types of investments.  Asset Allocation Risk - Asset allocation strategies involve the risk that certain asset classes selected for the client’s portfolio may not perform as well as other asset classes during varying market periods.  Back-Tested and/or Model Performance Risk – To the extent that a strategy was presented using back-tested and/or model performance results, it is important to understand there are significant and fundamental limitations with these investment projections. Such results do not represent actual trading, and, in our efforts to account for this fact, we could over or underestimate market fluctuation and its associated impact. Projections are also calculated with the benefit of hindsight. As a result, it is likely that a client’s actual results will differ materially from (higher or lower) than the back-tested and/or model projections.  Business Risk - The risks associated with a particular industry or a particular company within an industry. For example, oil-drilling and refining companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company, which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like.  Concentration Risk - Investments or portfolios that concentrate their assets in a particular security, market, industry, sector, country, or asset class, may be subject to greater risk of loss than a more broadly diversified investment.  Covered Call Risk - The writer of a covered call forgoes the opportunity to benefit from an increase in the value of the underlying interest above the option strike price but continues to bear the risk of a decline in the value of the underlying interest. Page 11 of 23  Form ADV – Part 2A  Credit Risk - At times, the debt issuers of fixed income securities default on their repayment obligations. In addition, the credit quality of a fixed income security can be downgraded by a ratings agency, which would limit the fixed income security’s liquidity and decrease its market value.  Cybersecurity Risk - A portfolio is susceptible to operational and information security risks due to the increased use of the internet. Cyberattacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices through “hacking” or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.  Derivatives Risk - The values of options, convertible securities, futures, swaps, forward contracts and other derivative instruments are derived from an underlying asset, such as security, commodity, currency, or index. Derivative instruments often have risks similar to the underlying asset, however, in certain cases, those risks are greater than the risks presented by the underlying asset. This is because derivatives are more sensitive to changes in economic and market conditions. Use of derivatives can result in losses that significantly exceed the investor’s original investment in the derivative. Many derivatives create leverage which causes the portfolio to be more volatile than if it had not included derivatives. It can be difficult to find liquidity in a secondary market for derivatives which limits the ability to sell or close a derivatives position, exposing the portfolio to significant losses.  Socially Responsible Investing (“SRI”)/Environmental, Social, Governance (“ESG”) Investing Risk – The goal of an SRI or ESG strategy is to achieve positive performance while screening for exposure to defined SRI or ESG focused investments as outlined in the strategy’s offering document or prospectus. As a result, SRI and ESG strategies may reduce or increase the weight of a portfolio’s allocation to certain industries or investments while forgoing others. Therefore, an ESG strategy’s performance results can be lower or higher than other similar strategies that do not have the SRI or ESG related investment mandate.  ETF and Open-end Mutual Fund Risk – As a general matter, the risks of an investment in ETFs and mutual funds reflect the risks of their individual underlying investments. In addition, ETFs can face liquidity challenges that can cause a disparity between the bid- ask prices, causing additional cost to the investor when buying or selling an ETF. This liquidity concern can also cause the ETF to trade at a large premium or discount from its NAV (net asset value). Both ETFs and mutual funds can have performance divergence from the benchmarks they are designed to track.  Equity Market Risk – Equity securities are subject to frequent changes in valuation and are often more volatile than other asset classes. Equity valuation is subject in part to the associated fluctuations in the market confidence of its issuers.  Foreign and Emerging Markets Risk - Investments in foreign and emerging markets have considerable risks. Risks associated with investing in foreign and emerging markets include fluctuations in the exchange rates of foreign currencies that may affect the U.S. dollar value of the investment, the possibility of substantial price volatility as a result of political and economic instability in the foreign country, less Page 12 of 23  Form ADV – Part 2A public information about issuers of securities, different securities regulation, different accounting, auditing and financial reporting standards and less liquidity than in the U.S. markets. Historically, these risks have tended to be more pronounced in emerging market countries than in more developed foreign countries.     Hedging Strategy Risk - While a given non-traditional or alternative asset may provide adequate diversification, many such assets use hedging strategies such as shorting securities, leverage, options, and numerous other derivative instruments to hedge away a security’s underlying inherent risk. Hedging strategies may increase secondary exposure to Hedging Strategies Risk. Hedging Strategies Risk may limit the opportunity for gains compared with unhedged investments, and there is no guarantee that hedges will reduce risk and may even increase risk. An investment’s use of leveraging or derivatives may result in a disproportionally magnified gain or loss. Inflation Risk - When inflation is present, the purchasing power of a dollar today will be reduced over time by the rate of inflation. Interest-rate Risk - Fluctuations in interest rates will cause investment value of fixed income securities or instruments to fluctuate. For example, when interest rates rise, the yield on existing bonds become less attractive, causing their market value to decline. Investment Style Risk – The popularity and use of investment styles can fluctuate over time due to an evolving market environment and changes in investor preferences. Therefore, two investment portfolios allocated to similar asset classes can diverge in performance because they employ different investment styles.  Liquidity Risk - The risk that certain investments are difficult to purchase or sell when a client may want to because they are not publicly traded or the market for them is limited due to product restraints or market developments. For example, Treasury bills are highly liquid, while real estate properties are not.  Management Risk – The value of the client’s investments portfolio is subject to the success and failure of their investment manager’s strategies, research, analysis and asset selection.  Margin Account Risk - Clients should be aware that margin borrowing involves additional risks. While using margin can amplify gains when the value of securities increases, it can also magnify losses when the value of securities declines. When clients utilize margin, the custodian acting as the client’s creditor, has the authority to liquidate all or part of the account to cover any portion of the margin loan. This may occur without prior notice and even if the timing of liquidation is disadvantageous to the client. For performance reporting purposes, margin interest charges are treated as withdrawals. As a result, these charges do not negatively impact on the performance figures shown in client reports.  Market Risk - The risk that the markets a portfolio invests in will go down. The value of an investment may decline due to a variety of factors not specifically related to the issuer of the security including general market conditions, economic policies and political events.  Non-Traditional Assets Risks. Non-traditional assets, such as real estate, commodities, currencies and private companies, are subject to risks that are different from, and in Page 13 of 23  Form ADV – Part 2A some instances, greater than, other assets like stocks and bonds. Some non-traditional assets are less transparent and more sensitive to domestic and foreign political and economic conditions than more traditional investments. Non-traditional assets are also generally more difficult to value, and less liquid than traditional assets.  Options Risk - Options on securities may be subject to greater fluctuations in value than an investment in the underlying securities. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks.  Pandemic Risk - The outbreak of the novel coronavirus in 2020 rapidly became a pandemic and resulted in disruptions to the economies of many nations, individual companies, and the markets in general. This pandemic, other epidemics, and pandemics that may arise in the future could result in continued volatility in the financial markets and have a negative impact on investment performance.  Political Risk - Investments are subject to fluctuations in price related to changes in government policies or from political unrest or governmental instability of the investment’s originating country.  Reinvestment Risk - The risk that future proceeds from investments will have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities.  Sector Risk – Sector concentration may disproportionately subject the portfolio to the risks of that industry, including loss of value because of economic recession, availability of credit, volatile interest rates, government regulation, and other factors.  Small and Medium Companies Risk - Securities of smaller and mid-size issuers can perform differently from the market as a whole and can be subject to more abrupt price changes than larger, more established companies.  Tax Management Strategy Risk- Tax management strategies involve buying and selling investments in a manner intended to reduce the negative impact of taxes. They often involve buying or selling investments to limit taxable investment gains or to offset taxable investment gains with investment losses or selling investments to avoid recognition of taxable investment gains. Tax management strategies are not intended to, and likely will not, eliminate a client’s tax obligations. A tax management strategy may not actually lower a client’s tax obligations or otherwise achieve a client’s tax goals. The performance of accounts utilizing a tax management strategy will vary from similarly managed accounts that do not utilize such a strategy, possibly in a materially negative manner, and an account may not be successful in pursuing its primary investment strategies, objectives or goals.  Technology Reliance Risk - FSA’s investment strategies, operations, research, communications, risk management, and back-office systems rely on technology, including hardware, software, telecommunications, internet-based platforms, and other electronic systems. Despite our monitoring, hardware, telecommunications, or other electronic systems, malfunctions may be unavoidable and result in consequences such as the inability to trade for or monitor client accounts and portfolios. Page 14 of 23  Form ADV – Part 2A  Underlying Fund/Fund of Funds Risk - A portfolio’s risks are closely associated with the risks of the securities and other investments held by the underlying or subsidiary funds, and the ability of the portfolio to meet its investment objective likewise depends on the ability of the underlying funds to meet their objectives. Investment in other funds may subject the portfolio to higher costs than owning the underlying securities directly because of the additional layers of management fees. Item 9 Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of FSA or the integrity of its management. FSA has no information applicable to this item. Item 10 Other Financial Industry Activities and Affiliations FSA is a wholly owned, indirect, subsidiary of Fifth Third Bank, National Association (“the Bank”), which is ultimately owned by Fifth Third Bancorp (NASDAQ: FITB). The Bank is a diversified financial services company with four main businesses: Commercial Banking, Branch Banking, Consumer Lending and Wealth and Asset Management. FSA’s affiliates, including Fifth Third Wealth Advisors (“FTWA”), FST, Fifth Third Securities, Inc. (“FTS”), Fifth Third Insurance Agency, Inc. (“FTIA”), and Comerica Securities, Inc. provide an array of financial products and services to clients. FSA will leverage the broader capabilities of the Bank for operational support, including information technology, human resources, business continuity, legal, finance, compliance, enterprise risk management and internal audit. FSA shares some of the same technology, which involves the sharing of client information across the organization. In doing so, employees of FSA may also serve in additional capacities across affiliates and perform dual roles across several affiliated organizations. Certain employees of the Bank serve as Members of FSA Board of Directors while also serving on the Board of Directors of various other affiliated entities. Franklin Street Trust Company Franklin Street Trust Company, (“FST”), an affiliate of FSA and wholly owned, indirect subsidiary of the Bank, and Fifth Third Bancorp, is a non-depository trust bank chartered by the State of North Carolina and fully regulated by the State of North Carolina Banking Commission. FSA is hired by FST to provide investment management services for clients of FST. FST is the Managing Member of FSP Manager of Managers LLC I and FSP Manager of Managers LLC II. A select group of clients who have met certain qualifications have become members. The President and certain other Directors of FSA also serve on the Board of Directors for FST. Fifth Third Bank, National Association Fifth Third Bank, National Association, is a diversified financial services company offering financial products and solutions in Commercial Banking, Consumer and Small Business Banking, and Wealth & Asset Management. Page 15 of 23  Form ADV – Part 2A Fifth Third Securities, Inc. Fifth Third Securities, Inc. (“FTS”) is a registered broker-dealer, FINRA member and a direct, wholly owned subsidiary of the Bank. FTS is also an investment adviser registered with the SEC under the Advisers Act. Registration as an investment adviser does not imply any level of skill or training. FSA operates independently from FTS, although the two entities share certain resources, such as technology applications and support services. FSA generally does not trade with FTS for its client accounts but can do so if instructed by a client. Certain members of the Board of Directors for FSA also serve on the Board of Directors for FTS. Fifth Third Insurance Agency, Inc. Fifth Third Insurance Agency, Inc. (“FTIA”) is a wholly owned, non-bank subsidiary of the Bank. Banking and insurance decisions are made independently and do not influence each other. FSA operates independently from FTIA, although the two entities share certain resources, such as technology applications and other support services provided through the Bank. Clients are under no obligation to engage FTIA or its insurance agents for separate services and products. Certain members of the Board of Directors for FSA also serve on the Board of Directors for FTIA. Fifth Third Wealth Advisors LLC Fifth Third Wealth Advisors, LLC., (“FTWA”) is a wholly owned subsidiary of the Bank that provides independent strategic investment advice. FTWA is also an investment adviser registered with the SEC under the Advisers Act. FTWA provides investment management services to high-net-worth individuals. FSA operates independently from FTWA, although the two entities share certain resources, such as technology applications and compliance services, provided through the Bank. Certain Directors of FSA also serve as Managing Members for FTWA. Comerica Securities, Inc. Comerica Securities, Inc. is a wholly owned subsidiary of the Bank and is a broker-dealer and member of FINRA/SIPC. FSA operates independently from Comerica Securities, although the two entities share certain resources, such as technology applications and support services provided by the Bank. FSA does not trade with Comerica for its clients. Item 11 Code of Ethics, Personal Trading, and Participation or Interest in Client Transactions Code of Ethics FSA maintains a Code of Ethics (the “Code”) that outlines standards of professional conduct and reinforces FSA’s commitment to regulatory compliance and fiduciary responsibility to clients. Key provisions of the Code include:  Business Conduct Standards - standards that require compliance with applicable federal securities laws requiring compliance with regulatory and fiduciary obligations including our fiduciary duty to clients. Page 16 of 23  Form ADV – Part 2A  Personal Trading - Restrictions on personal securities trading, including reporting obligations and pre-clearance requirements.  Reporting – provisions requiring the reporting of suspected violations of the Code to the Chief Compliance Officer. All FSA employees annually acknowledge their understanding and compliance with the Code and receive periodic training on the Code. The Code is designed to comply with the Advisers Act and to reflect the fiduciary principles that govern the conduct of FSA. Clients may request a copy of the Code by contacting compliance@franklin-street.com. Personal Securities Transactions FSA’s Code of Ethics governs personal securities transactions by employees and is designed to minimize potential conflicts of interest. Key restrictions include:  Pre-clearance requirements for personal trades  Prohibition on participating in initial public offerings (“IPOs”)  Restrictions on trading certain designated securities These employee trading restrictions are intended to reasonably limit the potential for conflicts between employee interests and those of our clients. The Code permits employees, under certain conditions, to invest in the same securities as clients. This creates a risk that employees could benefit from client trading activity. To address this, employee trading is subject to certain pre-trade clearance procedures set forth in the Code to mitigate conflicts of interest. Participation in Client Transactions FSA will, in appropriate circumstances, consistent with clients’ investment objectives, recommend to investment advisory clients, the purchase or sale of securities or private funds (Manager of Managers LLC I Series Fixed Income, Opportunistic Fixed Income and Global Equity funds and LLC II Series Opportunistic Fixed Income and Global Equity funds) in which FSA or its affiliates have a position or interest. FSA’s employees and people associated with FSA are required to follow FSA’s Code. Subject to satisfying this policy and applicable laws, officers, directors and employees of FSA and its affiliates can trade for their own accounts in securities that are recommended to and/or purchased for FSA’s clients. FSA does not participate in principal or agency cross transactions. Item 12 Brokerage Practices Account Custodian FSA will typically require clients to establish custodial accounts with selected nationally recognized broker-dealer firms that serve as qualified custodians for client assets and facilitate trade execution on their behalf. Page 17 of 23  Form ADV – Part 2A When evaluating custodians, FSA considers multiple factors, including:  Quality of custodial support services  Trade error correction capabilities  Investment research resources  Industry reputation  Statement preparation and administrative support  Cost effectiveness Clients can at times direct FSA to select a custodian they prefer, subject to FSA’s express acceptance. In such an instance, the client should be aware that FSA’s ability to negotiate for best prices and use aggregated transactions (also known as “block orders”) to trade larger quantities of the same securities across multiple FSA accounts will be limited. Therefore, clients who direct FSA to trade through a particular qualified custodian may bear higher transaction costs and can receive less favorable prices than they might have obtained if the clients had used one of FSA’s preferred custodians. Trade Aggregation and Allocation Transactions for each client account are generally affected independently. However, at times, FSA can be managing multiple strategies trading in the same securities. When consistent with our policies and aligned with our best execution responsibilities, FSA can elect to combine different client orders for identical securities of the same issuer to be executed as a single aggregated or “blocked” order. This practice enables FSA to seek more favorable commission rates or prices that might not have been obtained had the order been placed for each client independently. Each client participating in a blocked order will receive an average share price and will share in commissions and/or other transaction costs on a pro-rata basis. Generally, orders are executed and then allocated to each account as requested by the portfolio manager. Trades are allocated by custodian and/or block trade. Where the order is partially filled, the partial fill will be allocated pro rata among the participating client accounts based on the size of each account’s original order, subject to rounding. It is the Firm’s policy to allocate investment opportunities, to the extent practical, to similarly situated client accounts over time, in a manner that FSA believes is fair and equitable to each client’s account. Fixed Income Allocation Practices Fixed income portfolio managers generally allocate securities based upon the following methods: target durations, credit ratings, bond structure, portfolio characteristics, sector weightings, cash flows, and/or investment policy. Due to a limited supply of certain securities and differing portfolio characteristics among accounts, fixed income portfolio managers also use any other method as long as it is fair and reasonable, no client is unduly favored over another, and all clients are treated fairly over time. Some fixed income accounts have certain restrictions or requirements that prevent them from participating in an aggregated trade. As a result, trading and execution costs can be different (higher or lower) from those accounts participating in the aggregated transaction. Page 18 of 23  Form ADV – Part 2A Best Execution As a fiduciary, FSA arranges securities transactions for client accounts at broker dealer destinations that FSA reasonably believes will provide best execution. While price is an important factor in its best execution evaluation, FSA will also consider a number of other factors including the level of execution capability required by the planned transactions, ability to minimize market impact, creditworthiness, clearance and settlement services, the provision of research, the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold, and the reputation and perceived soundness of the broker-dealer. The commissions a client will pay on their brokerage transactions will be based on a combination of factors including the custodian, whether a client has elected to receive electronic delivery of account documents from the custodian, their account minimum balance, share quantity traded and executing brokers. Although FSA seeks competitive commission rates, it will not necessarily pay the lowest commission. Transactions may involve specialized service on the part of the broker or dealer involved and thereby entail higher commissions than would be the case with other transactions requiring more routine services. Soft Dollars FSA can enter into what is known as “soft dollar arrangements” with certain of its selected executing brokers. In such an arrangement, these broker dealers will designate a portion of any brokerage commission generated towards a credit that can be used to provide FSA with certain research and brokerage related products or services. These “credits” are known in the industry as “soft dollars.” FSA seeks to comply with Section 28(e) of the Securities Exchange Act of 1934, which provides a "safe harbor" allowing an investment adviser to pay more than the lowest available commission for brokerage and research services if it determines in good faith that: (1) the brokerage and research services fall within the definitions set forth in Section 28(e); (2) the brokerage and research services provide lawful and appropriate assistance in the investment decision-making process; and (3) the commission paid is reasonable in relation to the brokerage and research services provided. It is also important to understand that the brokerage and research services obtained with soft dollars are not necessarily utilized for the specific account that generated the soft dollars and can be shared across multiple accounts. Some clients, including, but not limited to directed brokerage clients, and clients who restrict the use of soft dollars, benefit from the research and brokerage products obtained from soft dollars despite the fact that their trade commissions may not be used to pay for these services. FSA does not attempt to allocate the relative costs or benefits of brokerage and research services among client accounts because it believes that, in the aggregate, the brokerage and research services it receives benefit all clients and assists FSA in fulfilling its overall investment responsibilities. In addition, certain research and the benefits of investment ideas from that research are shared with our affiliated companies. One client’s commissions may not be generated in the same proportion as its usage of a shared service. Client commission services are not used exclusively in connection with the accounts that pay the commissions to the broker-dealer providing the services. Also, Relationship Managers and investment team members across FSA and its affiliated companies share investment ideas and strategies of their respective Page 19 of 23  Form ADV – Part 2A firms, some of whom will be informed by research paid for with commissions generated only by equity accounts. The use of client commissions to pay for research and brokerage services presents a conflict of interest because FSA receives a benefit that it does not have to pay for from its resources, and it creates an incentive to select brokers based on receiving brokerage and research services rather than other best execution considerations. To address this conflict of interest, FSA performs a periodic evaluation of soft dollar arrangements, which focuses on the quality and quantity of brokerage and research services provided by brokerage firms and determines whether the commissions paid for such services are fair and reasonable. Trade Errors It is FSA’s policy to correct trade errors expeditiously and in a manner that is consistent with our fiduciary obligation to act in the best interest of our clients. In instances where the client does not cause the trade error, the client will be made whole. In cases where the client does cause a trade error, the client will be responsible for any loss resulting from the correction. Depending on the specific circumstances of the trade error, the client may not be able to receive any gains generated as a result of the error correction. Item 13 Review of Accounts Account supervision is conducted via a portfolio management system that values each portfolio. Each account is reviewed regularly by the Client Portfolio Strategist (“CPS”) responsible for the relationship to determine that investment objectives are being met. The CPS receives monthly evaluations of accounts and quarterly statistical performance comparisons with market indices. All clients will receive at most monthly and at least quarterly account statements directly from a qualified custodian. On a quarterly basis, clients will receive from FSA a market outlook letter and a report detailing the performance of their account(s). Clients can also review account activity and holdings via a secure internet connection. Client meetings will be held with a Relationship Manager quarterly, semi-annually or annually, based on the client's preference and will be devoted to reviewing performance, strategy and any changes in goals and objectives. Item 14 Client Referrals and Other Compensation Through March 31, 2021, FSA participated in the Fidelity Wealth Advisor Solutions® Program (the WAS Program), through which FSA received referrals from Fidelity Personal and Workplace Advisors LLC (“FPWA”), a registered investment adviser and Fidelity Investments company. FSA is independent from and in no way affiliated with FPWA or Fidelity Investments. FSA will continue to pay an annual referral fee to FPWA of 0.10% of all “fixed income” assets and 0.25% of all other assets in the referred account. These referral fees are paid by FSA and not the client. No differential exists between the advisory fees payable to FSA for a referred client and the Page 20 of 23  Form ADV – Part 2A advisory fees payable by other clients. Based on the fee structure that FSA pays to FPWA, FSA has a conflict of interest with respect to its decision to use certain asset classes in the client’s portfolio. FSA has agreed to pay FPWA a one-time fee of 0.75% if FSA transfers custody of referred client accounts to a custodian not affiliated with FPWA. Pursuant to these arrangements, FSA has agreed not to solicit clients to transfer their brokerage accounts from affiliates of FPWA or establish brokerage accounts at other custodians for referred clients other than when FSA’s fiduciary duties would so require; therefore, FSA may have an incentive to suggest that referred clients and their household members maintain custody of their accounts with affiliates of FPWA. These arrangements were fully disclosed to all parties involved. As of March 31, 2025, FPWA merged into Strategic Advisors LLC (“Strategic”). FSA will continue to pay the annual referral fee to Strategic. FSA does not accept referral fees or any form of remuneration from other professionals when a prospect or client is referred to an outside investment firm. Educational Support Compensation from Product Sponsors and Service Providers FSA receives compensation from product sponsors and service providers, such as investment managers, mutual fund vendors, unit investment trust sponsors, annuity companies, life insurance companies, ETF sponsors, or their affiliates, in the form of sponsorship fees for seminars, meetings, and other educational events. This compensation is used to subsidize the cost of education programs we offer to Relationship Managers, which include travel and travel-related expenses, meals, and entertainment. These programs may include meals and other events not directly tied to educational programming. These sponsorship fees generally entitle the sponsor an opportunity to conduct a presentation of the sponsor’s products and services, among other things, to representatives of FSA and our affiliates. Not all product sponsors or service providers contribute to our educational support efforts. Product sponsors and service providers that participate in these events gain the opportunity to interact with our Relationship Managers, and it is anticipated that these interactions will result in additional sales of those products or services. Accordingly, a conflict of interest exists where we offer presentation opportunities to product sponsors and service providers willing to pay us sponsorship fees as compared to product sponsors and service providers that do not pay us sponsorship fees. Relationship Managers do not receive a portion of these fees. However, their attendance and participation in these events, as well as the increased exposure to event sponsors, can be expected to lead Relationship Managers to recommend and direct investments to the products and services of product sponsors and service providers that pay us sponsorship fees as compared to product sponsors and service providers that do not pay us sponsorship fees. Item 15 Custody FSA does not maintain physical custody of client assets. Instead, client assets are held by qualified custodians, typically nationally recognized firms. However, FSA is deemed to have custody over client funds and securities under the Adviser’s Act because it has the authority to deduct its Page 21 of 23  Form ADV – Part 2A investment management fee directly from client accounts and as a result of standing letters of authorization to transfer assets from a client account to a third party. FSA’s affiliated trust company, Franklin Street Trust, engages FSA to provide investment management services for Franklin Street Trust investment management accounts. These accounts are maintained with a qualified custodian and are subject to an annual surprise examination conducted by an independent auditor. The auditor is a member of, and subject to inspection by, the Public Company Accounting Oversight Board (“PCAOB”). FSA also serves as investment adviser to certain private investment vehicles. In order to avoid any potential conflict of interest that indirect custody of client assets may cause, private vehicles as described above are maintained with a qualified custodian and audited annually by an independent auditor who is a member of and subject to inspection by the PCOAB, with such audits delivered to investors in compliance with the SEC’s custody rule. Item 16 Investment Discretion FSA provides investment management services on a discretionary basis. This means FSA is authorized to make investment decisions on the client’s behalf, including decisions to buy, hold, or sell securities without obtaining prior consent for each transaction. Such discretion is to be exercised in a manner consistent with the stated investment objectives for each client account. When selecting securities and determining amounts, FSA observes the investment policies, limitations, and restrictions of the clients for which it advises. Each investment solution is formulated to address the individual client's goals and constraints. Clients must provide any investment guidelines and restrictions in writing to FSA. Item 17 Voting Client Securities As a part of the Investment Management Agreement, through their custodial agreement, clients normally delegate authority to FSA, in writing, to vote proxies for client securities. Except where prohibited by law, FSA, in its reasoned discretion, delegates some or all of the authority to third parties, including the authority to vote upon corporate events such as a merger, consolidation or tender offer. To avoid conflicts of interest, FSA contracts with an independent third party, Broadridge proxy service, which uses Glass Lewis & Co. (“GLC”), a leading institutional proxy analysis and recommendation firm. FSA votes in accordance with the recommendations of GLC unless the Firm or client expressly directs otherwise. For accounts invested in FSA’s Sustainable, Responsible Equity strategy, FSA follows the recommendations of MSCI ESG, a leading ESG research and recommendation firm. Clients can obtain a copy of FSA's complete proxy voting policies and procedures, as well as obtain information about how FSA voted any proxies on behalf of their account(s) upon request. Item 18 Financial Information Registered investment advisers are required in this section to provide certain financial information and disclosures about FSA’s financial condition should certain conditions exist. Page 22 of 23  Form ADV – Part 2A FSA has no financial commitments that are likely to impair its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding. FSA does not require or solicit prepayment of client fees. Page 23 of 23