The Huntington Investment Company

Allegations: REQUIRED INDIANA STATE SECURITIES DIVISION ANNUAL INDEPENDENT BRANCH EXAMINATION REPORT WAS CONDUCTED AND DELIVERED LATE. Status: Final Sanction Detail: THE INDIANA STATE SECURITIES DIVISION PRESENTED THE FIRM WITH ORDER OF CONSENT FOR SUBMITTING THE ANNUAL INDEPENDENT BRANCH EXAMINATION FOR THE 2 BRANCHES LOCATED AT NOBLESVILLE, IN CRD 317072 AND ESQUIRE PLAZA IN CRD 334892.

Allegations: FINRA ALLEGED FROM MAY 1, 2009 TO APRIL 30, 2014(THE "RELEVANT PERIOD"), HUNTINGTON FAILED TO APPLY SALES CHARGE DISCOUNTS TO CERTAIN CUSTOMERS' ELIGIBLE PURCHASES OF UNIT INVESTMENT TRUSTS ("UITS") IN VIOLATION OF FINRA RULE 2010. IN ADDITION, HUNTINGTON 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 ELIBIBLE UIT PURCHASES IN VIOLATION OF NASD CONUCT RULE 3010 AND FINRA RULE 2010. Status: Final Sanction Detail: A FINE OF $75,000 WHICH IS CURRENTLY PENDING FINAL PAYMENT TO FINRA. THE FINAL MONETARY RESTITUTION TO AFFECTED CUSTOMERS IN THE AMOUNT OF $60,973.96 WAS MADE IN MAY 2015. Summary: THE FIRM HAD ALREADY MADE RESTITUTION TO THE AFFECTED CUSTOMERS.

Allegations: THE FIRM WAS SUPPOSED TO ANSWER YES TO THE OHIO STATE DEPARTMENT OF INSURANCE RENEWAL APPLICATION SHOWING IT WAS PREVIOUSLY SUBJECT TO FINRA REGULATORY ACTION SUCH AS AN AWC. Status: Final Sanction Detail: THE STATE OF OHIO DEPARTMENT OF INSURANCE ALLEGED THAT THE HUNTINGTON INVESTMENT COMPANY FAILED TO ANSWER AFFIRMATIVE TO QUESTION #2 OF THE RENEWAL APPLICATION FOR OHIO INSURANCE LICENSURE WHEN IT RENEWED ITS APPLICATION IN YEAR 2012 AND 2014 ABOUT FINRA AND OTHER STATE REGULATORY ACTIONS SUCH AS AWC AND CONSENT ORDER FROM THE STATE.

Allegations: THE WISCONSIN OFFICE OF THE COMMISSIONER OF INSURANCE STATES THE FIRM FAILED TO FULLY DISCLOSE ALL ADMINISTRATIVE ACTIONS TAKEN AGAINST IT IN ITS APPLICATION FOR NON-RESIDENT BUSINESS ENTITY INSURANCE LICENSE WHEN IT FAILED TO FORWARD SEVEN FINRA ARBITRATION AWARDS/JUDGMENTS BETWEEN 2003 AND 2012. THE FIRM REPRESENTS THIS WAS A CLERICAL ERROR AND AN UNINTENTIONAL FAILURE TO FULLY DISCLOSE ADMINISTRATIVE ACTIONS. Status: Final Sanction Detail: FINE PAID IN FULL ON 9/20/2017

Allegations: THE NORTH CAROLINA DEPARTMENT OF INSURANCE FINED THE FIRM THE SUM OF $1,500 DUE TO REGULATORY AND ADMINISTRATIVE ACTIONS NOT DISCLOSED ON ITS FORM BD FROM 1999 THROUGH 2015. Status: Final Sanction Detail: PAID MONETARY FINE OF $1,500.00

Allegations: VIOLATION OF MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB)G-32, G-27(C) AND G-37 Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF THE FINDINGS. THE FIRM WAS CENSURED AND FINED $25,000.00.

Allegations: ON MARCH 11, 2019, THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") ISSUED AN ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS, PURSUANT TO SECTIONS 203(E) AND 203(K) OF THE INVESTMENT ADVISERS ACT OF 1940. THESE PROCEEDINGS ARISE OUT OF BREACHES OF FIDUCIARY DUTY AND INADEQUATE DISCLOSURES BY THE HUNTINGTON INVESTMENT COMPANY (THE "FIRM") IN CONNECTION WITH ITS MUTUAL FUND SHARE CLASS SELECTION PRACTICES AND THE FEES IT AND ITS ASSOCIATED PERSONS RECEIVED PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940. AT TIMES DURING THE PERIOD JANUARY 1, 2014 TO MAY 10, 2018 THE FIRM PURCHASED, RECOMMENDED, OR HELD FOR ADVISORY CLIENTS MUTUAL FUND SHARE CLASSES THAT CHARGED 12B-1 FEES INSTEAD OF LOWER-COST SHARE CLASSES OF THE SAME FUNDS FOR WHICH THE CLIENTS WERE ELIGIBLE. THE FIRM AND ITS ASSOCIATED PERSONS RECEIVED 12B-1 FEES IN CONNECTION WITH THESE INVESTMENTS. THE FIRM FAILED TO DISCLOSE IN ITS FORM ADV OR OTHERWISE THE CONFLICTS OF INTEREST RELATED TO (A) ITS RECEIPT OF 12B-1 FEES, AND/OR (B) ITS SELECTION OF MUTUAL FUND SHARE CLASSES THAT PAY SUCH FEES. DURING THE RELEVANT PERIOD, THE FIRM AND ITS ASSOCIATED PERSONS RECEIVED 12B-1 FEES FOR ADVISING CLIENTS TO INVEST IN OR HOLD SUCH MUTUAL FUND SHARE CLASSES. AS A RESULT OF THE CONDUCT, THE COMMISSION ALLEGES THAT THE FIRM WILLFULLY VIOLATED SECTIONS 206(2) AND 207 OF THE ADVISERS ACT. Status: Final Sanction Detail: WITHOUT ADMITTING OR DENYING THE FINDINGS IN THE ADMINISTRATIVE CONSENT ORDER (THE "ORDER"), EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT AND THE SUBJECT MATTER OF THE PROCEEDINGS, THE FIRM AGREED TO CONSENT TO (A) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTIONS 206(2) AND 207 OF THE ADVISERS ACT; (B) THE FIRM IS CENSORED; (C)THE FIRM SHALL PAY DISGORGEMENT OF $197,351.96 AND PREJUDGMENT INTEREST OF $10,594.52, AND SHALL COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. Summary: THE FIRM HAS SUBMITTED AN OFFER OF SETTLEMENT WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED IN THE FIRM'S OFFER. THE FIRM SELF-REPORTED TO THE COMMISSION THE VIOLATIONS DISCUSSED IN THIS ORDER PURSUANT TO THE COMMISSION'S SHARE CLASS SELECTION DISCLOSURE INITIATIVE ("SCSD INITIATIVE"). ACCORDINGLY, THIS ORDER AND THE FIRM'S OFFER ARE BASED ON THE INFORMATION SELF-REPORTED BY THE FIRM. ON MARCH 11, 2019, THE COMMISSION ANNOUNCED SETTLEMENTS WITH 79 INVESTMENT ADVISERS. SPECIFICALLY, THE COMMISSION'S ORDER AS IT RELATES TO THE FIRM STATES THAT THE FIRM FAILED TO DISCLOSE IN ITS FORM ADV OR OTHERWISE THE CONFLICTS OF INTEREST RELATED TO (A) ITS RECEIPT OF 12B-1 FEES, AND/OR (B) ITS SELECTION OF MUTUAL FUND SHARE CLASSES THAT PAY SUCH FEES. DURING THE RELEVANT PERIOD, THE FIRM AND ITS ASSOCIATED PERSONS RECEIVED 12B-1 FEES FOR ADVISING CLIENTS TO INVEST IN OR HOLD SUCH MUTUAL FUND SHARE CLASSES. THE ORDER, WHICH THE FIRM NEITHER ADMITTED NOR DENIED AND WHICH ARE DESCRIBED IN MORE DETAIL IN ITEM 7 ABOVE, STATES THAT THE FIRM WILLFULLY VIOLATED SECTION 206(2) AND 207 OF THE ADVISERS ACT. THE FIRM HAS AGREED TO CONSENT TO (A) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 206(2) AND 207 OF THE ADVISERS ACT, (B) CENSURE; (C) PAY DISGORGEMENT AND PREJUDGMENT INTEREST TO AFFECTED INVESTORS, TOTALING $207,946.48. THE ORDER FURTHER REQUIRES THE FIRM TO COMPLY WITH THE UNDERTAKINGS ENUMERATED IN SECTION III, PARAGRAPHS 13.D THROUGH 13.E OF THE ORDER.

Allegations: THE SECURITIES AND EXCHANGE COMMISSION, IN CONNECTION WITH THE BROKER-DEALER OFF-CHANNEL COMMUNICATIONS INITIATIVE, ISSUED AN ORDER ("ORDER") PURSUANT TO A SETTLEMENT WITH HUNTINGTON SECURITIES, INC., THE HUNTINGTON INVESTMENT COMPANY ("HIC"), AND CAPSTONE CAPITAL MARKETS LLC (COLLECTIVELY "HUNTINGTON") CONCERNING (1) HUNTINGTON'S FAILURE TO PRESERVE OFF-CHANNEL COMMUNICATIONS RELATING TO THE BROKER-DEALER BUSINESSES IT OPERATED IN WILLFUL VIOLATION OF SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AND RULE 17A-4(B)(4) THEREUNDER; (2) HIC'S FAILURE TO PRESERVE OFF-CHANNEL COMMUNICATIONS RELATING TO THE INVESTMENT ADVISER BUSINESS IT OPERATED IN WILLFUL VIOLATION OF SECTION 204 OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT") AND RULE 204-2(A)(7) THEREUNDER; (3) HUNTINGTON'S FAILURE TO REASONABLY SUPERVISE ITS EMPLOYEES WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER, WITHIN THE MEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT; AND (4) HIC'S FAILURE TO REASONABLY SUPERVISE ITS EMPLOYEES WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 203(E)(6) OF THE ADVISERS ACT AND RULE 204-2(A)(7) THEREUNDER, WITHIN THE MEANING OF SECTION 203(E)(6) OF THE ADVISERS ACT. Status: Final Sanction Detail: HUNTINGTON ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS, AND AGREED TO: (1) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4 THEREUNDER, IN THE CASE OF HIC, CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER; (2) BE CENSURED; (3) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $1,250,000; AND (4) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. THE PENALTY WAS PAID ON FEBRUARY 21, 2024. Summary: ON FEBRUARY 9, 2024, THE SECURITIES AND EXCHANGE COMMISSION ISSUED AN ORDER, PURSUANT TO AN OFFER OF SETTLEMENT, CONTAINING FINDINGS THAT: (1) HUNTINGTON FAILED TO PRESERVE OFF-CHANNEL COMMUNICATIONS RELATED TO THE BUSINESSES OF THE BROKER-DEALERS OPERATED BY HUNTINGTON, IN WILLFUL VIOLATION OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4 THEREUNDER; (2) HIC FAILED TO PRESERVE OFF-CHANNEL COMMUNICATIONS RELATED TO THE BUSINESS OF THE INVESTMENT ADVISER OPERATED BY HIC IN WILLFUL VIOLATION OF SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER; (3) HUNTINGTON FAILED TO REASONABLY SUPERVISE ITS EMPLOYEES WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER, WITHIN THE MEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT; AND (4) HIC FAILED TO REASONABLY SUPERVISE ITS EMPLOYEES WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 203(E)(6) OF THE ADVISERS ACT AND RULE 204-2(A)(7) THEREUNDER, WITHIN THE MEANING OF SECTION 203(E)(6) OF THE ADVISERS ACT. HUNTINGTON ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED THAT ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS, AND AGREED TO: (1) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4 THEREUNDER, AND IN THE CASE OF HIC CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 204 OF THE ADVISERS ACT AND RULE 204-2 THEREUNDER; (2) BE CENSURED; (3) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $1,250,000; AND (4) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS.